ADC TELECOMMUNICATIONS INC, 10-Q, 1994-09-07

ADC TELECOMMUNICATIONS INC
10-Q, 1994-09-07
TELEPHONE & TELEGRAPH APPARATUS

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
________________

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 1994

[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from N/A to N/A

Commission file number 0-1424

ADC Telecommunications, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Minnesota 41-0743912
- - ------------------------------- ------------------------------------
(state or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4900 West 78th Street, Minneapolis, MN 55435
---------------------------------------------------
(Address of principal executive offices) (zip code)

(612) 938-8080
----------------------------------------------------
(Registrant's telephone number, including area code)

N/A
- - --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X NO
---- ----

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, $.20 par value: 27,854,420 shares as of August 25, 1994

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS -- UNAUDITED

(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1994 1993
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 35,102 $ 16,324
Accounts receivable 71,984 66,830
Inventories 57,475 48,278
Prepaid income taxes and other assets 10,458 11,099
----------- -----------
Total current assets 175,019 142,531

PROPERTY AND EQUIPMENT, net 63,893 62,876

OTHER ASSETS, principally goodwill 70,753 74,647
----------- -----------

$ 309,665 $ 280,054
----------- -----------
----------- -----------
</TABLE>

LIABILITIES AND STOCKHOLDERS' INVESTMENT

<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1994 1993
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 400 $ 300
Accounts payable 15,035 21,194
Accrued liabilities 40,967 33,407
----------- -----------
Total current liabilities 56,402 54,901

DEFERRED INCOME TAXES 2,503 3,949

LONG-TERM DEBT, less current maturities above 410 810
----------- -----------
Total liabilities 59,315 59,660

STOCKHOLDERS' INVESTMENT
(27,854 and 27,697 shares outstanding,
respectively) 250,350 220,394
----------- -----------

$ 309,665 $ 280,054
----------- -----------
----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME -- UNAUDITED

(IN THOUSANDS, EXCEPT PER SHARE STATISTICS)
<TABLE>
<CAPTION>

FOR THE QUARTERS ENDED FOR THE NINE MONTHS ENDED
JULY 31, JULY 31,
------------------------ -------------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------

<S> <C> <C> <C> <C>
NET SALES $ 115,688 $ 93,346 $ 320,437 $ 260,993

COST OF PRODUCT SOLD 57,346 44,708 158,753 126,926
---------- ---------- ---------- ----------

GROSS PROFIT 58,342 48,638 161,684 134,067

Gross profit percentage 50.4% 52.1% 50.5% 51.4%

EXPENSES:

Selling 20,221 17,647 58,119 51,322

Development and product engineering 12,515 10,080 35,765 29,899

General and administrative 7,213 5,788 21,082 16,577
---------- ---------- ---------- ----------

Total expenses 39,949 33,515 114,966 97,798
---------- ---------- ---------- ----------
OPERATING INCOME 18,393 15,123 46,718 36,269

OTHER INCOME (EXPENSE), NET:

Interest 318 42 615 131

Other (1,255) (820) (3,243) (2,493)
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 17,456 14,345 44,090 33,907

PROVISION FOR INCOME TAXES 6,459 5,164 16,313 12,402
---------- ---------- ---------- ----------

NET INCOME BEFORE EXTRAORDINARY ITEM 10,997 9,181 27,777 21,505

EXTRAORDINARY ITEM, NET OF TAXES 0 0 (1,450) 0
---------- ---------- ---------- ----------

NET INCOME $ 10,997 $ 9,181 $ 26,327 $ 21,505
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
AVERAGE COMMON SHARES
OUTSTANDING 27,829 27,544 27,783 27,451
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

EARNINGS PER SHARE BEFORE
EXTRAORDINARY ITEM $ 0.40 $ 0.33 $ 1.00 $ 0.78
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
EARNINGS PER SHARE $ 0.40 $ 0.33 $ 0.95 $ 0.78
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------

ORDERS $ 119,160 $ 95,020 $ 325,162 $ 266,597
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 31 -- UNAUDITED

(IN THOUSANDS)

1994 1993
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 26,327 $ 21,505
Adjustments to reconcile net income to net cash from
operating activities --
Depreciation and amortization 16,655 15,244
Reduction in deferred compensation 871 590
Decrease in deferred income taxes (1,446) (416)
Changes in assets and liabilities
Accounts receivable (5,154) (7,067)
Inventories (9,197) (9,644)
Prepaid income taxes and other assets 986 (2,487)
Accounts payable 1,340 1,116
Accrued liabilities 7,560 2,935
---------- ----------
Total cash provided from operating activities 37,942 21,776
---------- ----------

CASH FLOWS FROM (USED FOR) INVESTMENT ACTIVITIES:
Contingent acquisition payment (7,087) (2,181)
Property and equipment additions (14,538) (16,133)
Long-term investments 0 (1,835)
---------- ----------
Total cash used for investment activities (21,625) (20,149)
---------- ----------

CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES:
Decrease in long-term debt (300) (13,324)
Common stock issued 2,761 4,045
---------- ----------
Total cash from (used for) financing activities 2,461 (9,279)
---------- ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 18,778 (7,652)

CASH AND EQUIVALENTS, beginning of period 16,324 20,484
---------- ----------
CASH AND EQUIVALENTS, end of period $ 35,102 $ 12,832
---------- ----------
---------- ----------

SUPPLEMENTAL DISCLOSURES:
Interest paid $ 92 $ 175
Income taxes paid $ 13,707 $ 13,496
---------- ----------
---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
LAST FOUR FISCAL QUARTERS -- UNAUDITED

(IN THOUSANDS, EXCEPT PER SHARE STATISTICS)
<TABLE>
<CAPTION>

3RD 2ND 1ST 4TH
QUARTER QUARTER QUARTER QUARTER
1994 1994 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 115,688 $ 113,573 $ 91,176 $ 105,125

COST OF PRODUCT SOLD 57,346 56,160 45,247 51,646
--------- --------- --------- ---------

GROSS PROFIT 58,342 57,413 45,929 53,479
Gross profit percentage 50.4% 50.6% 50.4% 50.9%

EXPENSES:
Selling 20,221 20,359 17,539 19,110
Development and product engineering 12,515 12,247 11,003 11,089
General and administrative 7,213 7,529 6,340 6,302
--------- --------- --------- ---------
Total expenses 39,949 40,135 34,882 36,501
--------- --------- --------- ---------

OPERATING INCOME 18,393 17,278 11,047 16,978

OTHER INCOME (EXPENSE), NET:
Interest 318 164 133 52

Other (1,255) (1,434) (554) (1,200)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 17,456 16,008 10,626 15,830

PROVISION FOR INCOME TAXES 6,459 5,923 3,931 5,699
--------- --------- --------- ---------

NET INCOME BEFORE
EXTRAORDINARY ITEM 10,997 10,085 6,695 10,131

EXTRAORDINARY ITEM, NET OF TAXES 0 0 1,450 0
--------- --------- --------- ---------
NET INCOME $ 10,997 $ 10,085 $ 5,245 $ 10,131
--------- --------- --------- ---------
--------- --------- --------- ---------
AVERAGE COMMON SHARES
OUTSTANDING 27,829 27,784 27,735 27,641
--------- --------- --------- ---------
--------- --------- --------- ---------

EARNINGS PER SHARE
BEFORE EXTRAORDINARY ITEM $ 0.40 $ 0.36 $ 0.24 $ 0.37
--------- --------- --------- ---------
--------- --------- --------- ---------
EARNINGS PER SHARE $ 0.40 $ 0.36 $ 0.19 $ 0.37
--------- --------- --------- ---------
--------- --------- --------- ---------

ORDERS $ 119,160 $ 108,796 $ 97,206 $ 109,040
--------- --------- --------- ---------
--------- --------- --------- ---------

</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ACCOUNTING POLICIES: The information furnished in this report is
unaudited but reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the
interim periods. The operating results for the nine months ended July
31, 1994 are not necessarily indicative of the operating results to be
expected for the full fiscal year. These statements should be read in
conjunction with the Company's most recent Annual Report on Form 10-K.

NOTE 2 STOCK DIVIDEND: On May 26, 1993 the Company declared a two-for-one
stock split in the form of a 100% stock dividend, payable June 28,
1993 to shareholders of record June 15, 1993. The share and per share
information in this report have been adjusted to reflect the effect of
the dividend.

NOTE 3 ACCOUNTING FOR INCOME TAXES: Effective November 1, 1993, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets
and liabilities relating to differences between the financial
statement and tax basis of assets and liabilities are determined using
tax rates currently in effect for the periods in which the differences
are expected to reverse.

The adoption of SFAS No. 109 had no effect on net income for the nine
months ended July 31, 1994, and there was no material cumulative
effect of the accounting change on years prior to November 1, 1993.

NOTE 4 EXTRAORDINARY ITEM: The building that serves as headquarters for
Fibermux Corporation, a wholly owned subsidiary of the Company,
suffered damage as a result of the earthquake that struck Los Angeles
on January 17, 1994. The Company recorded estimated damages of
$1,450,000 (net of the related $850,000 tax benefit). The facility
repairs were completed and all operations resumed by February 8, 1994.

6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The percentage relationships to net sales of certain income and expense
items for the quarters and nine months ended July 31, 1994 and 1993 and the
percentage changes in these income and expense items between periods are
contained in the following table:

Percentage of Net Sales Percentage Increase
------------------------------------------ Between Periods
Quarters Ended Nine Months Ended --------------------------
July 31, July 31, Quarters Nine Months
------------------ --------------------- Ended Ended
1994 1993 1994 1993 July 31 July 31
-------- -------- --------- -------- --------- ----------

<S> <C> <C> <C> <C> <C> <C>
NET SALES 100.0% 100.0% 100.0% 100.0% 23.9% 22.8%
COST OF PRODUCTS SOLD (49.6) (47.9) (49.5) (48.6) 28.3 25.1
------ ------ ------ ------
GROSS PROFIT 50.4 52.1 50.5 51.4 20.0 20.6
EXPENSES:
Selling (17.5) (18.9) (18.1) (19.7) 14.6 13.2
Development and product
engineering (10.8) (10.8) (11.2) (11.5) 24.2 19.6
General and administrative (6.2) (6.2) (6.6) (6.3) 24.6 27.2
----- ----- ------ -----
OPERATING INCOME 15.9 16.2 14.6 13.9 21.6 28.8
OTHER INCOME (EXPENSE), NET:
Interest 0.3 0.1 0.2 .1 657.1 369.5
Other (1.1) (0.9) (1.0) (1.0) 53.0 30.1
----- ----- ------ -----
INCOME BEFORE INCOME TAXES 15.1 15.4 13.8 13.0 21.7 30.0
PROVISION FOR INCOME TAXES (5.6) (5.6) (5.1) (4.8) 25.1 31.5
----- ----- ------ -----
NET INCOME BEFORE EXTRAORDINARY ITEM 9.5 9.8 8.7 8.2 19.8 29.2
EXTRAORDINARY ITEM, NET OF TAXES - - (.5) - - -

---- ---- ---- ----
NET INCOME 9.5% 9.8% 8.2% 8.2% 19.8 22.4
---- ---- ---- ----
---- ---- ---- ----

</TABLE>

<PAGE>

RESULTS OF OPERATIONS

NET SALES: Net sales for the quarter and nine months ended July 31, 1994
by product group, compared to the quarter and nine months ended July 31, 1993,
were as follows (dollars in thousands):

Quarters Ended July 31, Nine Months Ended July 31,
---------------------------------------- -----------------------------------------
1994 1993 1994 1993
------------------- ------------------ ------------------ -------------------
PRODUCT GROUP Net Sales % Net Sales % Net Sales % Net Sales %
--------- ------ --------- ------- -------- ----- --------- ------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
TRANSMISSION $28,477 24.6% $18,410 19.7% $74,239 23.2% $47,527 18.2%
NETWORKING 31,779 27.5 23,205 24.9 86,975 27.1 67,109 25.7
BROADBAND
CONNECTIVITY 55,432 47.9 51,731 55.4 159,223 49.7 146,357 56.1
-------- ------ ------- ------ -------- ------ -------- ------

TOTAL $115,688 100.0% $93,346 100.0% $320,437 100.0% $260,993 100.0%
-------- ------ ------- ------ -------- ------ -------- ------
-------- ------ ------- ------ -------- ------ -------- ------

</TABLE>

The three-month and nine-month increases in net sales reflect increased
sales volume in all product groups and all ADC entities.

Net sales of fiber optic products represented 36.0% and 34.1% of total net
sales for the quarters ended July 31, 1994 and 1993, respectively. For the nine
months ended July 31, 1994 and 1993, net sales of fiber optic products
represented 34.4% and 32.8% of total net sales, respectively.

GROSS PROFIT: The third quarter 1994 gross profit percentage of 50.4% of
sales was lower than the 52.1% of net sales gross profit percentage for third
quarter 1993 primarily due to a less favorable product sales mix. For the nine-
month period ended July 31, 1994, the gross profit percentage of 50.5% of net
sales was lower than the 51.4% of net sales gross profit percentage for the same
1993 time period, primarily due to a less favorable product sales mix.

OPERATING EXPENSES: Although selling expense was down as a percentage of
net sales in the quarter and nine-month period ended July 31, 1994, marketing
and selling activities associated with new product introductions continued at
the higher 1994 level during the quarter ended July 31, 1994, resulting in a
14.6% increase in selling expenses during the quarter and a 13.2% increase
during the nine months ended July 31, 1994. New product development
expenditures were also responsible for the 24.2% increase in development and
product engineering during the quarter ended July 31, 1994. Year-to-date,
development and product engineering expenses were 19.6% higher than during the
nine months ended July 31, 1993. General and administrative expenses increased
24.6% over third quarter 1993 and 27.2% over the nine months

<PAGE>

ended July 31, 1993 primarily as a result of increased compensation expenses,
including increased incentive-based and stock-based compensation.

Company management remains committed to expense controls, while addressing
the major technological changes underway in the telecommunications industry.

OTHER INCOME (EXPENSE), NET: In the quarters and nine months ended
July 31, 1994 and 1993, the net interest income (expense) category represented
net interest income on cash balances. (See Liquidity and Capital Resources
below for a discussion of cash levels.)

Other expense primarily represents amortization of the goodwill portions of
the Fibermux Corporation, Kentrox Industries, Inc. and American Lightwave
Systems, Inc. (ALS) acquisition prices.

INCOME TAXES: The effective income tax rate was 37.0% for the quarter
ended July 31, 1994 and 36.0% for the quarter ended July 31, 1993. The increase
between years primarily reflects the lower impact of tax credits on higher 1994
pre-tax income. The effective income tax rate was 37.0% for the nine months
ended July 31, 1994 and 36.6% for the nine months ended July 31, 1993, again
reflecting the lower impact of tax credits on higher 1994 pre-tax income.

Effective November 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under SFAS
No. 109, deferred tax assets and liabilities relating to differences between the
financial statement and tax basis of assets and liabilities are determined using
tax rates currently in effect for the periods in which the differences are
expected to reverse.

The adoption of SFAS No. 109 had no effect on net income for the nine
months ended July 31, 1994, and there was no material cumulative effect of the
accounting change on years prior to November 1, 1993.

EXTRAORDINARY ITEM: The extraordinary charge of $1,450,000, net of income
taxes, or $.05 per share, recorded in the quarter ended January 31, 1994,
represents the charge to clean up and repair the damage from the earthquake at
the Fibermux facility.

NET INCOME: For the quarter ended July 31, 1994, net income was
$10,997,000 or $.40 per share, 19.8% higher than the $9,181,000, or $.33 per
share net income for the quarter ended

9
<PAGE>

July 31, 1993. Net income of $26,327,000, or $.95 per share for the nine months
ended July 31, 1994 included the impact of the extraordinary charge discussed
above and compared to net income of $21,505,000, or $.78 per share for the nine
months ended July 31, 1993, reflecting a 22.4% increase.

On May 26, 1993, the Company declared a two-for-one stock split in the form
of a 100% stock dividend, paid June 28, 1993 to shareholders of record as of
June 15, 1993. All share and per share information in this report has been
adjusted or restated to reflect the effect of this stock split.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents, primarily short-term investments in commercial
paper with maturities of less than 90 days, increased $18,778,000 during the
nine months ended July 31, 1994 and decreased $7,652,000 during the nine months
ended July 31, 1993. The 1994 increase primarily reflects increased cash
provided from operating activities and the absence of debt repayments, offset by
the $7,087,000 first quarter 1994 contingent acquisition payment for ALS. ADC
currently has no contingent acquisition purchase price arrangements outstanding.

The Company may borrow up to $40 million under revolving credit agreements.
Borrowings under these agreements bear interest at floating short-term market
rates, can be repaid any time without penalty and can be converted to term loans
bearing interest principally at the prime rate, payable in annual installments
through December 2000. At July 31, 1994, the entire $40 million of borrowings
under these agreements was available to the Company, and its long-term debt to
total capitalization ratio was .2%. The Company's long-term debt to total
capitalization ratio was .4% at October 31, 1993.

Management expects that cash generated from operating activities plus
borrowings available under revolving credit agreements will be adequate to fund
operating requirements and property and equipment expenditures for the remainder
of 1994. Total property and equipment additions for 1994 are expected to be
approximately $20 million.

10
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
None.

ITEM 2. CHANGES IN SECURITIES
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5. OTHER INFORMATION
None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

4-a Specimen certificate for shares of Common Stock of ADC
Telecommunications, Inc. (Incorporated by reference to
Exhibit 4-a to the Company's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1989).

4-b Restated Articles of Incorporation of ADC Telecommunications,
Inc., as amended to date. (Incorporated by reference to
Exhibit 4(b) of the Company's Registration Statement on
Form 8-A dated March 11, 1994, for the Company's 1994 Employee
Stock Purchase Plan).

4-c Composite Restated Bylaws of ADC Telecommunications, Inc., as
amended to date (Incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended October 31,
1989).

4-d Amended and Restated Rights Agreement, amended and restated as
of August 16, 1989 between ADC Telecommunications, Inc. and
Norwest Bank Minnesota, N.A., as Rights Agent (Incorporated by
reference to Exhibit 1 to Amendment No. 1 on Form 8 dated
August 16, 1989, to the Company's Registration Statement on
Form 8-A dated September 23, 1986).

10-a Access Platform System Management Incentive Plan for the fiscal
year ended October 31, 1994.

10-b ALS Management Incentive Plan for the fiscal year ended
October 31, 1994.

10-c Business Development Management Incentive Plan for the fiscal
year ended October 31, 1994.

10-d Cable Management Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-e Corporate Management Incentive Plan for the fiscal year ended
October 31, 1994.

<PAGE>

10-f Fibermux Management Incentive Plan for the fiscal year ended
October 31, 1994.

10-g International Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-h Kentrox Management Incentive Plan for the fiscal year ended
October 31, 1994.

10-i Vice President of Sales and Customer Service Management
Incentive Plan for the fiscal year ended October 31, 1994.

10-j Senior Vice President Transmission Group Management Incentive
Plan for the fiscal year ended October 31, 1994.

10-k Transmission Management Incentive Plan for the fiscal year ended
October 31, 1994.

10-l Transmission Product and Marketing Management Management
Incentive Plan for the fiscal year ended October 31, 1994.

10-m Transmission Product and Marketing Management (International)
Management Incentive Plan for the fiscal year ended October 31,
1994.

b. Reports on Form 8-K

None.

12
<PAGE>
SIGNATURES

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

ADC TELECOMMUNICATIONS, INC.

BY: /s/Robert E. Switz
---------------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
(Principal Financial Officer,
Duly Authorized Officer)

Dated: September 1, 1994

13
<PAGE>

ADC TELECOMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 31, 1994

Exhibit
Number Description Page
- - ------- ----------- ----

4-a Specimen certificate for shares of Common Stock of N/A
ADC Telecommunications, Inc. (Incorporated by
reference to Exhibit 4-a to the Company's
Quarterly Report on Form 10-Q for the quarter
ended July 31, 1989).

4-b Restated Articles of Incorporation of ADC N/A
Telecommunications, Inc., as amended to date.
(Incorporated by reference to Exhibit 4(b) of the
Company's Registration Statement on Form 8-A dated
March 11, 1994, for the Company's 1994 Employee
Stock Purchase Plan

4-c Composite Restated Bylaws of ADC N/A
Telecommunications, Inc., as amended to date
(Incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended
October 31, 1989).

4-d Amended and Restated Rights Agreement, amended and N/A
restated as of August 16, 1989 between ADC
Telecommunications, Inc. and Norwest Bank
Minnesota, N.A., as Rights Agent (Incorporated by
reference to Exhibit 1 to Amendment No. 1 on Form
8 dated August 16, 1989, to the Company's
Registration Statement on Form 8-A dated
September 23, 1986).

10-a Access Platform System Management Incentive Plan
for the fiscal year ended October 31, 1994.

10-b ALS Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-c Business Development Management Incentive Plan for
the fiscal year ended October 31, 1994.

10-d Cable Management Management Incentive Plan for the
fiscal year ended October 31, 1994.

<PAGE>

Exhibit
Number Description Page
- - ------- ----------- ----

10-e Corporate Management Incentive Plan for the fiscal
year ended October 31, 1994.

10-f Fibermux Management Incentive Plan for the fiscal
year ended October 31, 1994.

10-g International Management Incentive Plan for the
fiscal year ended October 31, 1994.

10-h Kentrox Management Incentive Plan for the fiscal
year ended October 31, 1994.

10-i Vice President of Sales and Customer Service
Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-j Senior Vice President Transmission Group
Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-k Transmission Management Incentive Plan for the
fiscal year ended October 31, 1994.

10-l Transmission Product and Marketing Management
Management Incentive Plan for the fiscal year
ended October 31, 1994.

10-m Transmission Product and Marketing Management
(International) Management Incentive Plan for the
fiscal year ended October 31, 1994.

<PAGE>

Exhibit 10-a

ADC TELECOMMUNICATIONS
ACCESS PLATFORM SYSTEM
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the Access Platform System Management Incentive Plan of
ADC Telecommunications, Inc. ("Company") - Fiscal Year ("FY") 1994, effective
November 1, 1993 through October 31, 1994.

II. PURPOSE

The purpose of the Plan is to provide, with full regard to the protection of
shareholders' investments, a direct financial incentive for eligible full-time
management employees to perform an effective leadership role and make a
significant contribution to the Company's established goals.

III. ADMINISTRATION

This Plan will be administered by a Management Incentive Plan Committee
("Committee") appointed and authorized by the Company's Board of Directors.
Subject to the complete and full discretion of the Board of Directors, the
Committee is authorized to make all decisions as required in administration of
the Plan and to exercise its discretion to define, interpret, construe, apply,
and make any exceptions to the terms of the Plan.

IV. ELIGIBILITY

The Committee will establish rules of eligibility for participation in the Plan
and determine eligibility in accordance with those rules. Participation will be
effective as of the date approved by the Committee and will be communicated to
the participant by an incentive opportunity statement ("Participant Form")
specifying the target incentive level for the position held by the participant.
No employee will become a participant in the Plan after May 1, 1994.

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's Fiscal Year.

VI. PLAN GOALS

The Plan reinforces annual goals which support the Access Platform System
Division's and the Company's long-term strategic plan. The FY 1994 goal
categories and weights for Access Platform System Management Incentive Plan
participants are as follows:

<TABLE>
<S> <C>
Access Platform System - Market Development 40%
Access Platform System - System Development 40%
Individual Contribution 20%
</TABLE>

VII. OVERALL PLAN OPERATION

Achievement on each of the two Access Platform System components of this Plan,
i.e., Market Development and System Development, is expressed in terms of point
values. For each of these two components, the points associated with threshold,
target and maximum achievement and their corresponding payout percentages are as
follows:

<TABLE>
<S> <C> <C>
Threshold 3 points 30% of target
Target 6 points 100% of target
Maximum 10 points 200% of target
</TABLE>

<PAGE>

Payouts for point totals between threshold and target, or between target and
maximum, will be interpolated.

A description of the Market Development and System Development components in
this Plan appears in Sections VIII and IX.

The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached form
and require your direct managers and division head's approval.

VIII. ACCESS PLATFORM SYSTEM MARKET DEVELOPMENT COMPONENT

See Exhibit A

IX. ACCESS PLATFORM SYSTEM, SYSTEM DEVELOPMENT COMPONENT

Points for this component are awarded for successfully developing and delivering
or having avalabile for delivery the following product units for customer lab or
field trials in the targeted accounts according to the schedule outlined below:

GOALS DEADLINE POINTS
- - ----- -------- ------

- - - HFC video transport system with ODN End of FY 94 2nd 2
Quarter or earlier

- - - Curb ISU (initial size) End of FY 94 2nd 1
Quarter or earlier

- - - Curb ISU (1st subsequent size) End of FY 94 2nd 1
Quarter or earlier

- - - Curb ISU (2nd subsequent size) End of FY 94 3rd 1
Quarter or earlier

- - - RIDES Capability End of FY 94 3rd 1
Quarter or earlier

- - - ISDN Channel Card End of FY 94 3rd 1
Quarter or earlier

- - - Other Special Service Channel Cards End of FY 94 3rd 4 points maximum
Quarter or earlier (1 point per card)

- - - Home ISU (lab units) End of FY 94 4th 1
Quarter or earlier

</TABLE>

X. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

A. Incentive payments will be made only if the Company's consolidated net
profits are in excess of a threshold rate of return on stockholders' equity.
This rate has been established at 10%, after tax, based on stockholders'
equity at the beginning of the Fiscal Year.

B. The threshold for Market Development OR System Development must be met.

<PAGE>

XI. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of Access Platform System goals determined by the Board of
Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Access Platform System and individual performance against the established
goals.

XII. SAMPLE INCENTIVE CALCULATION

How individual awards are determined is shown by the following example:

Assume we have a Plan participant with the following facts:

Grade 15
Target Payout: 11% of base salary earnings
FY 1994 Base Salary Earnings: $60,000

GOAL WEIGHT ACHIEVEMENT
---- ------ -----------
<S> <C> <C>
Access Platform System Market Development 40% 77%
5 points

Access Platform System - System Development 40% 125%
7 points

Individual Contribution 20% 100%

OVERALL RESULT AS A % OF TARGET 100%

</TABLE>

Calculation of Payment:
$60,000 (FY Earnings) x 11% (target opportunity) x 100% (overall result as a %
of target) = $6,600.

XIII. EFFECT OF CHANGE IN EMPLOYMENT STATUS

VOLUNTARY RESIGNATION: A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal Year will relinquish all rights to any
payment under the Plan.

CHANGE BASED UPON UNSATISFACTORY JOB PERFORMANCE: A participant who is
involuntarily terminated or transferred to a non-eligible position for reasons
of unsatisfactory job performance will relinquish all rights to any payment
under this Plan.

CHANGE BASED UPON JOB ELIMINATION: Subject to the approval of the Committee, a
participant who is involuntarily terminated or transferred to a non-eligible
position because of a job elimination may retain the right to a pro-rata payment
based upon the time served in the eligible position during the Fiscal Year.

CHANGE BASED UPON A PROMOTION/DEMOTION: A current participant who is promoted
or demoted from an incentive eligible position to another incentive eligible
position during the Fiscal Year will have a pro-rata calculation of payment
based upon the time served in each position during the Fiscal Year.

<PAGE>

CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND DIVISION CATEGORIES: A current
participant who transfers between the Corporate staff and the Access Platform
System Division or between different Divisions with different goals during FY
1994 will have a pro-rata calculation based on the goals and length of time
spent in the respective participant categories.

XIV. AMENDMENT OR TERMINATION OF PLAN

The Board of Directors reserves and retains the right to modify, rescind or
terminate this Plan in whole or in part, at its discretion, and nothing in this
Plan limits this right in any way or creates any rights in any employee of
future participation in this Plan or any other plan, or constitutes any
guarantee of compensation or employment with ADC. Further, neither the Board of
Directors nor the Company has any obligation under this Plan or otherwise to
adopt this or any other plan in any future fiscal year.

<PAGE>

Exhibit 10-b

ADC TELECOMMUNICATIONS
AMERICAN LIGHTWAVE SYSTEMS (ALS)
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
ALS
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), ALS
Management Incentive Plan - Fiscal Year ("FY") 1994, effective November 1, 1993
through October 31, 1994.

II. PURPOSE

The purpose of the Plan is to provide, with full regard to the protection of
shareholder's investments, a direct financial incentive for eligible management
employees to perform an effective leadership role and make a significant
contribution to the Company's established goals.

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>
VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for ALS participants
are as follows:

<TABLE>

<S> <C>
ALS Revenue 35%

ALS Cash Flow from Operations 35%

CATV Revenue 10%

* Individual Contribution 20%
---
TOTAL 100%

<FN>
* The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached
"Individual Objectives" form and require your direct manager's and division
head's approval.

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Appendix A

<PAGE>
VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of ALS goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals .

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>
<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------

<S> <C> <C>
ALS Revenue: 35% 100%

ALS Cash Flow from Operations 35% 90%

CATV Revenue 10% 110%

Individual Contribution 20% 100%
----
OVERALL RESULT AS % OF TARGET 97.5%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 97.5%
(Overall Result as a % of Target) = $6,435.

<PAGE>
IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

B. CHANGE BASED UPON UNSATISFACTORY JOB PERFORMANCE. A participant who is
involuntarily terminated or transferred to a non-eligible position for
reasons of unsatisfactory job performance will relinquish all right to any
payment under this plan.

C. CHANGE BASED UPON JOB ELIMINATION. Subject to the approval of the
Committee, a participant who is involuntarily terminated or transferred to
a non-eligible position because of a job elimination may retain the right
to a pro-rata payment based upon the time served in the eligible position
during the fiscal year.

D. CHANGE BASED UPON A PROMOTION / DEMOTION. A current participant who is
promoted or demoted from an incentive eligible position to another
incentive eligible position during the fiscal year will have a pro rata
calculation of payment based upon the time served in each position during
FY 94.

E. CHANGE BASED UPON TRANSFER BETWEEN ALS AND ADC MINNESOTA. A current
participant who transfers between ALS and ADC Minnesota during FY 94 will
have a pro rata calculation based on the goals and length of time spent in
the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

The Board of Directors reserves and retains the right to modify, rescind or
terminate this plan in whole or in part, at its sole discretion, and nothing in
this Plan limits this right in any way or creates any rights in any employee of
future participation in this Plan or any other plan, or constitutes any
guarantee of compensation or employment with ADC. Further, neither the Board of
Directors nor the Company has any obligation under this Plan or otherwise to
adopt this or any other plan in any future fiscal year.

<PAGE>

Exhibit 10-c

ADC TELECOMMUNICATIONS
BUSINESS DEVELOPMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
BUSINESS DEVELOPMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Business
Development Management Incentive Plan - Fiscal Year ("FY") 1994, effective
November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for Business
Development participants are as follows:

Corporate Revenue 20%

Corporate Operating Profit 20%

* Access Platform Market Systems Development 40%

** Individual Contribution 20%
---

TOTAL 100%

<FN>
* Access Platform Market Development goal is described in Section VII.

** The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached
Individual Objectives form and require your direct manager's and division
head's approval.
</TABLE>

VII. ACCESS PLATFORM SYSTEM MARKET DEVELOPMENT COMPONENT

See Exhibit A

VIII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit B

<PAGE>

IX. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Corporate, Access Platform System, individual performance against the
established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>
<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance payout requirements are met.

<TABLE>
GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Corporate Revenue: 20% 100%

Corporate Operating Profit 20% 90%

Access Platform Systems Market Development 40% 100%
Individual Contribution 20% 100%
----

OVERALL RESULT AS % OF TARGET 98%
</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 98%
(Overall Result as a % of Target) = $6,468.

<PAGE>

X. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND/OR BUSINESS UNIT
PARTICIPANT CATEGORIES. A current participant who transfers between the
Corporate staff and Business Unit or between different Business Units with
different goals during FY 94 will have a pro rata calculation based on the
goals and length of time spent in the respective participant categories.

XI. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-d

ADC TELECOMMUNICATIONS
CABLE MANAGEMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

ADC TELECOMMUNICATIONS
CABLE MANAGEMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Cable
Management Management Incentive Plan - Fiscal Year ("FY") 1994, effective
November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for Cable Management
participants are as follows:

<S> <C>
Cable Management Revenue:

Domestic 20%
International 15%

Cable Management Operating Profit:
Domestic 20%
International 15%

* Cable Management Customer Service/
Inventory Turn Management: 10%

**Individual Contribution 20%
---
TOTAL 100%

<FN>
* THE CABLE MANAGEMENT CUSTOMER SERVICE/INVENTORY TURN MANAGEMENT goal
measures the ability to deliver products to meet customer's request dates
while also effectively managing inventories. Customer service/inventory
turn management is measured by average inventory turns (the cost of goods
sold divided by average inventory cost) and by shipping performance
(relative to meeting customer request dates). A single numerical
representation of customer service/inventory management is derived by
multiplying the average inventory turn by the percentage of customer request
dates met by the Cable Management Division.

</TABLE>

For example, if Cable Management's average annual inventory turns is 4.3 and the
percentage of customer request dates met is 82%, the result is a customer
service/inventory turn management achievement of 3.53.

<TABLE>
<S> <C>
Average inventory turns 4.3
% customer request dates met .82
----
Result 3.53

<FN>
** The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached
"Individual Objectives" form and require your direct manager's and division
head's approval.

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A
<PAGE>

VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of Cable Management goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ ------------
<S> <C> <C>
Cable Management Revenue:
Domestic 20% 90%
International 15% 100%

Cable Management Operating Profit:
Domestic 20% 95%
International 15% 90%

Cable Management Customer Service/
Inventory Turn Management 10% 110%

Individual Contribution 20% 100%
----
OVERALL RESULT AS % OF TARGET 96.5%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 96.5%
(Overall Result as a % of Target) = $6,369.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND/OR BUSINESS UNIT
PARTICIPANT CATEGORIES. A current participant who transfers between Cable
Management and the Corporate staff and or between different Business Units
during FY 94 will have a pro rata calculation based on the goals and length
of time spent in the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-e

ADC TELECOMMUNICATIONS
CORPORATE
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
CORPORATE
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Corporate
Management Incentive Plan - Fiscal Year ("FY") 1994, effective November 1, 1993
through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for Corporate
participants are as follows:

<TABLE>
<S> <C>
Corporate Revenue 35%

Corporate Operating Profit 35%

International Revenue 10%

* Individual Contribution 20%
---
TOTAL 100%

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A

VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of Corporate goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Corporate and individual performance against the established goals .

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

<PAGE>

Assume we have a Plan participant with the following facts:

Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------

<S> <C> <C>
Corporate Revenue: 35% 90%

Corporate Operating Profit: 35% 100%

International Revenue: 10% 110%

Individual Contribution: 20% 100%
----
OVERALL RESULT AS % OF TARGET 97.5%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 97.5%
(Overall Result as a % of Target) = $6,435.

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND BUSINESS UNIT PARTICIPANT
CATEGORIES. A current participant who transfers between Corporate and a
Business Unit during FY 94 will have a pro rata calculation based on the
goals and length of time spent in the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-f

ADC TELECOMMUNICATIONS
FIBERMUX
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

INTRODUCTION

- - - The Board of Directors of ADC/Fibermux has authorized a Management
Incentive Plan ("The Plan") to be administered by the Company President and
the Human Resources Department.

- - - The Plan provides you with an opportunity to share in Financial, Division,
and Performance Objective results achieved by the Company and you. This
document describes that opportunity, which is effective for Fiscal 1994.
(October 30, 1993 through October 31, 1994)

PLAN SUMMARY

- - - PURPOSE

The purpose of the Management Incentive Plan is to provide a financial
incentive to key employees of Fibermux who are major contributors to the
net sales growth, profitability, and management of the Company.

- - - PLAN GOALS

1. THE PLAN REINFORCES THE ANNUAL FINANCIAL GOALS which support
Fibermux's long-term strategic plans. Financial goals are based on
net sales and operating income.

2. THE PLAN PLACES EMPHASIS ON INDIVIDUAL PERFORMANCE AND ACHIEVEMENTS
as a basis for compensation. Measurable Performance Objectives will
be mutually established by each participant and their immediate
manager. Accomplishing these objectives will determine the amount of
incentive payout on the Objectives section of the Plan.

3. THE PLAN PLACES EMPHASIS ON A DIVISION GOAL which is established by
the Fibermux Executive Staff. The division goal established for FY94
is the successful launch of SnapLAN - Phase 1 and achievement of a net
sales goal.

ELIGIBILITY

- - - Participation in the Plan is determined by position title and job
responsibility. Your eligibility is communicated through an Incentive Plan
Agreement.

- - - No employee, not previously designated as a participant, will be included
in the Management Incentive Plan after April 30, 1994.

- - - A participant in the Management Incentive Plan who voluntarily resigns
full-time employment prior to the end of the fiscal year will not be
eligible for any payout from the Plan. Part-time and/or temporary
employees are not eligible for participation.

<PAGE>

- - - Employees participating in a Sales Compensation Plan, or any other defined
Fibermux Compensation Plan, are not eligible to participate in the
Management Incentive Plan.

PLAN GUIDELINES

The operation of the Plan can best be explained by considering the following:

1. WHAT ARE THE INCENTIVE OPPORTUNITIES FOR EACH PERFORMANCE GOAL?

The incentive opportunity for each performance measure will be weighted by
the following percentages:

Associate Vice President,
Vice President Director, Manager
-------------- -------------------------

FINANCIAL GOALS
Net Sales 35% 25%
Operating Income 35% 25%

PERFORMANCE OBJECTIVES 20% 40%

DIVISION GOAL 10% 10%

2. WHAT ARE THE FINANCIAL GOALS AND HOW ARE THEY MEASURED?

The Financial Goals are Net Sales and Operating Income consistent with the
FY94 Annual Operating Plan. In addition to these targets, thresholds and
maximums have been determined for Net Sales and Operating Income. The
targets, thresholds, and maximums are set out in EXHIBIT A. The actual
steps to be used in the calculation of the financial goals bonuses are also
listed in EXHIBIT A.

In each case, if the target amount is achieved, the bonus for that
financial goal (i.e. Managers at 25%) will be paid at 100%. The amount
payable at the threshold is 30% of the bonus for that financial goal and
the amount payable at the maximum is 200% of the bonus for that financial
goal.

INCENTIVE PAYMENTS FOR THE FINANCIAL GOALS WILL BE MADE ONLY IF ADC
TELECOMMUNICATIONS INC. NET PROFITS ARE IN EXCESS OF A THRESHOLD RATE OF
RETURN ON STOCKHOLDER'S EQUITY. THIS RATE IS TEN PERCENT (10%) AFTER TAX
BASED ON STOCKHOLDER'S EQUITY AT THE BEGINNING OF THE FISCAL YEAR.

Interpolation will be used to determine the actual payout in the event the
actual result falls between steps.

The incentive compensation bonus will be based on the participant's base
salary as of November 1, 1993. For eligible employees hired after
October 30, but before April 30, the base salary at their time of hire
will be used to calculate their pro-rated incentive compensation bonus.

<PAGE>

3. WHAT ARE THE DIVISIONAL GOALS AND HOW ARE THEY MEASURED?

The Divisional Goals assigned to Fibermux are the successful launch of
SnapLAN (Phase 1) and achievement of a Net Sales target of $3,000,000. As
with the Financial Goals noted above, a threshold and maximum have been
identified along with intermediate steps. These are listed in APPENDIX B.

INCENTIVE PAYMENTS FOR THE DIVISION GOALS WILL BE MADE ONLY IF ADC
TELECOMMUNICATIONS INC. NET PROFITS ARE IN EXCESS OF A THRESHOLD RATE OF
RETURN ON STOCKHOLDER'S EQUITY. THIS RATE IS TEN PERCENT (10%) AFTER TAX
BASED ON STOCKHOLDER'S EQUITY AT THE BEGINNING OF THE FISCAL YEAR.

Payment of the Divisional Goals bonus will be calculated in the same manner
as the Financial Goals bonus.

4. WHAT ARE THE PERFORMANCE OBJECTIVES AND HOW ARE THEY MEASURED?

Each participant in the Plan will be required to establish a minimum of
two, and a maximum of three, key measurable Performance Objectives for
Fiscal 1994. See Exhibit C for attached worksheet. The objectives should
support the FY94 Annual Operating Plan and be consistent with the Company's
six (6) UPS. Performance Objectives may be set in the following ways:

- Two to three measurable objectives that have a completion date by the
end of a six-month period;

- Two to three measurable objectives that will take the entire Fiscal
year to achieve but measurable milestones that can be achieved by the
end of the six-month period;

- A combination of the above.

These objectives will be mutually established and agreed upon by the
participant and their immediate manager. Objectives must be approved by
the Department Vice President and the President. All objectives will be
reviewed by the Executive Staff for support of the FY94 Annual Operating
Plan and consistency with the Company's six UPS. Participant attainment of
these objectives will determine incentive payments for this part of the
Plan.

The review of the objective attainment will be assessed by the participant
and their immediate manager. The manager will then recommend to the
Department Vice President the performance appraisal against these
objectives and the incentive payment on the Objective section of the Plan.
The completed objectives will then be reviewed by the Executive Staff for
final determination of payout.

If a Participant's job title and/or responsibilities change, Fibermux
reserves the right to change a Participant's objectives.

<PAGE>

5. WHAT IF MY EMPLOYMENT STATUS CHANGES?

If there is a change in your employment status for any of the reasons
listed below, the following will occur:

1. CHANGE BASED UPON UNSATISFACTORY JOB PERFORMANCE - a participant who
is involuntarily terminated or transferred to a non-eligible position
for reasons of unsatisfactory job performance will relinquish all
right to any payment under this plan.

2. CHANGE BASED UPON JOB ELIMINATION - Subject to the approval of the
executive staff, a participant who is involuntarily terminated or
transferred to a non-eligible position because of a job elimination
may retain the right to a pro-rata payment based upon the time served
in the eligible position during the fiscal year.

3. CHANGE BASED UPON A PROMOTION OR DEMOTION - A current participant who
is promoted or demoted from an incentive eligible position to another
incentive eligible position during the fiscal year will have a
pro-rata calculation of payment based upon the time served in each
position during FY94.

6. WHAT IF MY OBJECTIVES CHANGE?

A participant can change their Performance Objectives up to forty-five (45)
days into the six (6) month period. After that time, no changes will be
accepted.

If a Participant's objectives change, the new Performance Objectives must
be approved by the participant's immediate manager, the Department Vice
President, and the President.

7. HOW ARE INDIVIDUAL INCENTIVE PAYMENTS DETERMINED?

A participant's incentive payment is determined by the following:

- The participant's incentive target opportunity. The target
opportunity is expressed as a percentage of the participant's base
salary as of November 1 of the fiscal year and varies by job level.
The target percentage for each position will be noted on the Incentive
Plan Agreement which will be sent to each participant;

- How well Fibermux performs against its established annual financial
goals;

- How well Fibermux performs against its established division goals;

- How well participants perform relative to their individual Performance
Objectives.

- IF ADC TELECOMMUNICATIONS INC. NET PROFITS ARE IN EXCESS OF A
THRESHOLD RATE ON STOCKHOLDER'S EQUITY. THIS RATE IS TEN PERCENT
(10%) AFTER TAX BASED ON STOCKHOLDER'S EQUITY AT THE BEGINNING OF THE
FISCAL YEAR. THIS CRITERIA APPLIES TO DIVISION, FINANCIAL, AND
INDIVIDUAL PERFORMANCE GOALS.

<PAGE>

8. WHEN AND HOW ARE INCENTIVE PAYMENTS MADE?

1. FINANCIAL AND DIVISION GOALS PAYMENT

Payment will be made annually, within sixty (60) days after the end of
the fiscal year. The calculations of the incentive payouts will be
made after the Company financial results have been audited.

2. PERFORMANCE OBJECTIVES PAYMENT

THE PERFORMANCE OBJECTIVES FOR THE PERIOD OF 11/1/93 THROUGH 4/30/94
WILL BE EVALUATED BY YOUR DEPARTMENT VICE PRESIDENT. IF THE COMPANY
ACHIEVES NINETY PERCENT (90%) OR GREATER OF ITS OPERATING INCOME
TARGET PER THE FY94 ANNUAL OPERATING PLAN, THERE WILL BE A SIX-MONTH
PAYOUT ON PERFORMANCE OBJECTIVES TO MIP PARTICIPANTS.

IF THE COMPANY ACHIEVES LESS THAN NINETY PERCENT (90%) OF THE
OPERATING INCOME TARGET, THERE WILL BE NO PAYMENT ON PERFORMANCE
OBJECTIVES AT THE SIX-MONTH PERIOD OF TIME. HOWEVER, AT FISCAL YEAR-
END, ANY ACHIEVED OBJECTIVES FOR THE PERIOD OF 11/1/93 THROUGH
4/30/94, ALONG WITH THE ACHIEVEMENT OF THE NEXT SIX-MONTH OBJECTIVES,
WILL BE PAID IF ADC TELECOMMUNICATIONS INC. NET PROFITS ARE IN EXCESS
OF A THRESHOLD RATE OFRETURN ON STOCKHOLDER'S EQUITY. THIS RATE IS
TEN PERCENT (10%) AFTER TAX BASED ON STOCKHOLDER'S EQUITY AT THE
BEGINNING OF THE FISCAL YEAR.

The Plan does not constitute or provide any guarantee of employment or
compensation to participants, and Fibermux has no commitment to adopt this
specific Plan in any future fiscal year. The President and the Board of
Directors of ADC/Fibermux will retain full discretion in the administration of
the Plan, and their decisions will be final.

<PAGE>

Exhibit 10-g

ADC TELECOMMUNICATIONS
INTERNATIONAL
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

ADC TELECOMMUNICATIONS
INTERNATIONAL
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"),
International Management Incentive Plan - Fiscal Year ("FY") 1994, effective
November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for International
participants are as follows:

<TABLE>
<CAPTION>
<S> <C>
International Revenue:
Cable 17.5%
Transmission 12.5%
Other 10.0%

International Operating Profit:
Cable 17.5%
Transmission 12.5%

* International Rep and Distributor Revenue 10%

** Individual Contribution 20%

TOTAL 100%

<FN>
* The International Rep and Distributor Revenue goal reinforces our effective
management and utilization of reps and distribution channels. This goal
will be measured by FY 1994 revenue generated through reps and distributors.

** The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached
"Individual Objectives" form and require your direct manager's and division
head's approval.

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A

<PAGE>

VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of International goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. International and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>
<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
International Revenue:
Cable 17.5% 100%
Transmission 12.5% 100%
Other 10.0% 100%

International Operating Profit:
Cable 17.5% 90%
Transmission 12.5% 90%

International Rep and Distributor Revenue: 10% 110%
Individual Contribution: 20% 100%
----
OVERALL RESULT AS % OF TARGET 98%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 98% (Overall Result as a %
of Target) = $6,468.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND/OR BUSINESS UNIT
PARTICIPANT CATEGORIES. A current participant who transfers between
International and the Corporate staff or between different Business Units
during FY 94 will have a pro rata calculation based on the goals and length
of time spent in the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-h

ADC TELECOMMUNICATIONS
KENTROX
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
KENTROX
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Kentrox
Management Incentive Plan - Fiscal Year ("FY") 1994, effective November 1, 1993
through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for Kentrox
participants are as follows:

Kentrox Revenue 35%

Kentrox Cash Flow from Operations 35%

Establish Kentrox in Broadband ATM:

* AAC-3 Product Demonstration 5%

ADSU & ACC-1 Revenue 5%

** Individual Contribution 20%
---

TOTAL 100%

<FN>
* This goal is only measurable at target and maximum. Target is achieved when
AAC-3 is demonstrated at INTEROP show in Atlanta, September 12-14, 1994 with
chassis, power supplies, protocol interface module, and physical layer
module. Maximum is achieved when the AAC-3 is live on ATM network by the
INTEROP show, September 12-14, 1994.

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A

<PAGE>

VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of Kentrox goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Kentrox Revenue 35% 100%

Kentrox Cash Flow from Operations 35% 90%

Establish Kentrox in Broadband ATM:

AAC-3 Product Demonstration 5% 100%

ADSU & ACC-1 Revenue 5% 110%

Individual Contribution 20% 100%
----
OVERALL RESULT AS % OF TARGET 97.0%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 97.0%
(Overall Result as a % of Target) = $6,402.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN ADC MINNESOTA AND KENTROX. A current
participant who transfers between Kentrox and ADC Minnesota during FY 94
will have a pro rata calculation based on the goals and length of time
spent in the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-i

ADC TELECOMMUNICATIONS
VP OF SALES AND CUSTOMER SERVICE
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
VP OF SALES AND CUSTOMER SERVICE
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), VP of
Sales and Customer Service Management Incentive Plan - Fiscal Year ("FY") 1994,
effective November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

To qualify for participation under this Plan, the employee must be employed by
ADC as a VP of Sales and Customer Service.

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights are as follows:

Revenue 50%

Domestic Operating Profit 30%

* Individual Contribution 20%
---
TOTAL 100%

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A
<PAGE>

VIII. CALCULATION OF PAYMENTS

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

Grade: 21
Target Payout: 35% of base salary earnings
Base Salary Earnings: 150,000

All minimum performance payout requirements met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Domestic Revenue: 50% 100%

Corporate Operating Profit 30% 90%

Individual Contribution 20% 100%
----
OVERALL RESULT AS % OF TARGET 97%

</TABLE>

Calculation of Payment:

$150,000 (FY Earnings) x 35% (Target Opportunity) x 97%
(Overall Result as a % of Target) = $50,925.

<PAGE>
IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

C. CHANGE BASED UPON JOB ELIMINATION. Subject to the approval of the
Committee, a participant who is involuntarily terminated or transferred to a
non-eligible position because of a job elimination may retain the right to a
pro-rata payment based upon the time served in the eligible position during
the fiscal year.

D. CHANGE BASED UPON A PROMOTION / DEMOTION. A current participant who is
promoted or demoted from an incentive eligible position to another incentive
eligible position during the fiscal year will have a pro rata calculation of
payment based upon the time served in each position during FY 94.

E. CHANGE BASED UPON TRANSFER BETWEEN DOMESTIC SALES AND OTHER ADC DIVISIONS.
A current participant who transfers between Domestic Sales and the Corporate
Staff or Business Unit during FY 94 will have a pro rata calculation based
on the goals and length of time spent in the respective participant
categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-j

ADC TELECOMMUNICATIONS
SR VICE PRESIDENT TRANSMISSION GROUP
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

ADC TELECOMMUNICATIONS
SR VICE PRESIDENT TRANSMISSION GROUP
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"), Sr. Vice
President Transmission Group Management Incentive Plan - Fiscal Year ("FY")
1994, effective November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

To qualify for participation under this Plan, the employee must be employed by
ADC as a Sr. Vice President Transmission Group.

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights are as follows:

<TABLE>
<S> <C>
Transmission Group Revenue 40%

Transmission Group Operating Income 40%

* Individual Contribution 20%
---
TOTAL 100%

<FN>
* The Individual Contribution goal measures your performance against pre-
determined objectives. The objectives are to be documented on the attached
"Individual Objective" form and require your direct manager's approval.
</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A

<PAGE>

VIII. CALCULATION OF PAYMENTS

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings. (Per your offer
agreement, your FY 1994 Management Incentive payout will be calculated as
if you joined ADC in January, 1994 (i.e. 10/12 of the Plan year).

3. Performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

Grade: 23
Target Payout: 40% of base salary earnings
Base Salary Earnings: 230,000

All minimum performance payout requirements met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Transmission Group Revenue: 40% 100%

Transmission Group Operating Income: 40% 90%

Individual Contribution: 20% 100%
----
OVERALL RESULT AS % OF TARGET 97%

</TABLE>

Calculation of Payment:

$230,000 (FY Earnings) x 40% (Target Opportunity) x 97%
(Overall Result as a % of Target) = $89,240.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN TRANSMISSION GROUP AND OTHER ADC
DIVISIONS. A current participant who transfers between Transmission Group
and the Corporate Staff or Business Unit during FY 94 will have a pro rata
calculation based on the goals and length of time spent in the respective
participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-k

ADC TELECOMMUNICATIONS
TRANSMISSION
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

ADC TELECOMMUNICATIONS
TRANSMISSION
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"),
Transmission Management Incentive Plan - Fiscal Year ("FY") 1994, effective
November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights for Transmission
participants are as follows:

<S> <C>
Transmission Revenue:

Domestic 20%
International 15%

Transmission Operating Profit:
Domestic 20%
International 15%

HDSL Plug Compatible Revenue: 10%

* Individual Contribution: 20%
---

TOTAL 100%

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Appendix A
<PAGE>

VIII. CALCULATION OF PAYMENTS

A. DETERMINATION OF ACHIEVEMENT AGAINST GOALS AND OBLIGATION TO MAKE PAYMENTS.
The obligation to make payments under the Plan will be determined by
achievement of Transmission goals determined by the Board of Directors.

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>
<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Transmission Revenue:
Domestic 20% 90%
International 15% 100%

Transmission Operating Profit:
Domestic 20% 95%
International 15% 90%

HDSL Plug Compatible Revenue: 10% 110%

Individual Contribution: 20% 100%
----
OVERALL RESULT AS % OF TARGET 96.5%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 96.5%
(Overall Result as a % of Target) = $6,369.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

C. CHANGE BASED UPON JOB ELIMINATION. Subject to the approval of the
Committee, a participant who is involuntarily terminated or transferred to a
non-eligible position because of a job elimination may retain the right to a
pro-rata payment based upon the time served in the eligible position during
the fiscal year.

D. CHANGE BASED UPON A PROMOTION / DEMOTION. A current participant who is
promoted or demoted from an incentive eligible position to another incentive
eligible position during the fiscal year will have a pro rata calculation of
payment based upon the time served in each position during FY 94.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND/OR BUSINESS UNIT
PARTICIPANT CATEGORIES. A current participant who transfers between the
Corporate staff and Transmission or between different Business Units with
different goals during FY 94 will have a pro rata calculation based on the
goals and length of time spent in the respective participant categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-l

ADC TELECOMMUNICATIONS
TRANSMISSION PRODUCT AND MARKETING MANAGEMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

<PAGE>

ADC TELECOMMUNICATIONS
TRANSMISSION PRODUCT AND MARKETING MANAGEMENT
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"),
Transmission Product and Marketing Management - Management Incentive Plan -
Fiscal Year ("FY") 1994, effective November 1, 1993 through October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights are as follows:

<TABLE>

<S> <C>
Transmission Revenue:

Domestic 15%
International 10%

Transmission Operating Profit:
Domestic 15%
International 10%

HDSL Plug Compatible Revenue 10%

* Individual Contribution: 40%
---
TOTAL 100%

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

See Exhibit A

<PAGE>

VIII. CALCULATION OF PAYMENTS

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>

<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000

</TABLE>

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Transmission Revenue:
Domestic 15% 90%
International 10% 100%

Transmission Operating Profit:
Domestic 15% 95%
International 10% 90%

HDSL Plug Compatible Revenue: 10% 110%

Individual Contribution: 40% 100%
----

OVERALL RESULT AS % OF TARGET 97.75%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 97.75%
(Overall Result as a % of Target) = $6,452.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

E. CHANGE BASED UPON TRANSFER BETWEEN CORPORATE AND/OR BUSINESS UNIT
PARTICIPANT CATEGORIES. A current participant who transfers between
Transmission and the Corporate Staff or between different Business Units
with different goals during FY 94 will have a pro rata calculation based on
the goals and length of time spent in the respective participant
categories.

X. AMENDMENT OR TERMINATION OF PLAN

<PAGE>

Exhibit 10-m

ADC TELECOMMUNICATIONS
TRANSMISSION PRODUCT AND MARKETING MANAGEMENT
(INTERNATIONAL)
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994
<PAGE>

ADC TELECOMMUNICATIONS
TRANSMISSION PRODUCT AND MARKETING MANAGEMENT
(INTERNATIONAL)
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 1994

I. PLAN NAME AND EFFECTIVE DATE

The name of this Plan is the ADC Telecommunications, Inc. ("Company"),
Transmission Product and Marketing Management (International) Management
Incentive Plan - Fiscal Year ("FY") 1994, effective November 1, 1993 through
October 31, 1994.

II. PURPOSE

III. ADMINISTRATION

IV. ELIGIBILITY

V. TIME OF PAYMENT

Payments which become due under this Plan will be made as soon as
administratively feasible following the close of the Company's fiscal year.

<PAGE>

VI. PLAN GOALS

The Plan reinforces the annual financial goals which support ADC's long-term
strategic plans. The FY 1994 goal categories and weights are as follows:

<TABLE>
<S> <C>
Transmission International Revenue 25%

Transmission International Operating Profit 25%

HDSL Plug Compatible Revenue 10%

* Individual Contribution: 40%
---

TOTAL 100%

</TABLE>

VII. MINIMUM PERFORMANCE PAYOUT REQUIREMENTS

The following minimum performance goals must be met to assure protection of
shareholder interest before an incentive payout can be generated.

A. Incentive payments will be made only if the company's consolidated net
profits are in excess of a threshold rate of return on stockholders'
equity. This rate has been established at 10%, after tax, based on
stockholders' equity at the beginning of the fiscal year.

B. The threshold for Transmission International Revenue OR Transmission
International Operating Profit must be met.

<PAGE>

VIII. CALCULATION OF PAYMENTS

B. CALCULATION OF INDIVIDUAL PAYMENTS UNDER THIS PLAN IS A FUNCTION OF:

1. Target incentive opportunity - expressed as a percentage of an individual's
FY 1994 earnings. The target % for each participant is designated on the
"Participant Form".

2. Participant's 1994 fiscal year base salary earnings.

3. Business unit and individual performance against the established goals.

C. HOW INDIVIDUAL AWARDS ARE DETERMINED IS SHOWN BY THE FOLLOWING EXAMPLE:

Assume we have a Plan participant with the following facts:

<TABLE>
<S> <C>
Grade: 15
Target Payout: 11% of base salary earnings
Base Salary Earnings: 60,000
</TABLE>

All minimum performance payout requirements are met.

GOAL WEIGHT ACHIEVEMENT
- - ---- ------ -----------
<S> <C> <C>
Transmission International Revenue 25% 100%

Transmission International Operating Profit 25% 90%

HDSL Plug Compatible Revenue 10% 110%

Individual Contribution 40% 100%
----

OVERALL RESULT AS % OF TARGET 98.5%

</TABLE>

Calculation of Payment:

$60,000 (FY Earnings) x 11% (Target Opportunity) x 98.5%
(Overall Result as a % of Target) = $6,501.

<PAGE>

IX. EFFECT OF CHANGE IN EMPLOYMENT STATUS

A. VOLUNTARY RESIGNATION. A participant who voluntarily resigns full-time
employment prior to the end of the Fiscal year will relinquish all right to
any payment under the Plan.

X. AMENDMENT OR TERMINATION OF PLAN