ADC TELECOMMUNICATIONS INC, 10-Q, 2000-06-13

ADC TELECOMMUNICATIONS INC
10-Q, 2000-06-13
TELEPHONE & TELEGRAPH APPARATUS

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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 April 30, 2000

/ /	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
(State or other jurisdiction of
incorporation or organization)

41-0743912
(I.R.S. Employer Identification No.)

12501 Whitewater Drive, Minnetonka, MN 55343
(Address of principal executive offices) (Zip code)

(952) 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: 321,289,306 shares of June 6, 2000

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS—UNAUDITED

(In thousands)

ASSETS

			April 30, 2000		October 31, 1999
CURRENT ASSETS:
	Cash and cash equivalents		$	233,016	$	143,523
	Available for sale securities			549,267		150,493
	Accounts receivable			530,149		436,751
	Inventories			315,459		243,882
	Prepaid income taxes and other assets			62,052		54,789

		Total current assets		1,689,943		1,029,438
PROPERTY AND EQUIPMENT, net				384,133		312,066
OTHER ASSETS, principally goodwill				351,595		331,025

			$	2,425,671	$	1,672,529

LIABILITIES AND SHAREOWNERS' INVESTMENT
CURRENT LIABILITIES:
	Accounts payable		$	139,158	$	119,212
	Accrued liabilities			265,152		216,671
	Accrued income taxes			219,395		41,919
	Notes payable and current maturities of long-term debt			9,817		35,152

		Total current liabilities		633,522		412,954
LONG-TERM DEBT, less current maturities				21,554		11,024

		Total liabilities		655,076		423,978
SHAREOWNERS' INVESTMENT
	(306,685 and 300,346 shares outstanding, respectively)			1,770,595		1,248,551

			$	2,425,671	$	1,672,529

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME—UNAUDITED

(In thousands, except earnings per share)

			Three Months Ended April 30,						Six Months Ended April 30,
			2000			1999			2000			1999
NET SALES			$	709,158		$	456,591		$	1,253,792		$	860,885
COST OF PRODUCT SOLD				356,655			240,466			639,712			452,776

GROSS PROFIT				352,503			216,125			614,080			408,109

EXPENSES:
	Research and development			66,597			47,350			124,547			93,094
	Selling and administration			138,389			94,442			252,354			178,669
	Goodwill amortization			6,137			5,470			11,704			10,567
	Non-recurring charges			—			—			—			60,327

		Total expenses		211,123			147,262			388,605			342,657

OPERATING INCOME				141,380			68,863			225,475			65,452
OTHER INCOME (EXPENSE), NET:
	Interest			2,532			671			4,727			1,041
	Other			(2,001	)		(1,000	)		(2,945	)		(2,208	)

INCOME BEFORE INCOME TAXES				141,911			68,534			227,257			64,285
PROVISION FOR INCOME TAXES				48,249			23,244			77,267			28,677

NET INCOME			$	93,662		$	45,290		$	149,990		$	35,608

AVERAGE COMMON SHARES OUTSTANDING
	(BASIC)			305,366			298,290			303,761			270,380

EARNINGS PER SHARE (BASIC)			$	0.31		$	0.15		$	0.49		$	0.13

AVERAGE COMMON SHARES OUTSTANDING
	(DILUTED)			321,934			306,698			318,876			276,746

EARNINGS PER SHARE (DILUTED)			$	0.29		$	0.15		$	0.47		$	0.13

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—UNAUDITED

(In thousands)

					Six Months Ended April 30,
					2000			1999
OPERATING ACTIVITIES:
	Net income				$	149,990		$	35,608
	Adjustments to reconcile net income to net cash from operating activities—
		Non-recurring charges				—			60,327
		Depreciation and amortization				53,357			45,622
		Other				2,712			3,670
		Changes in assets and liabilities
			Accounts receivable			(96,818	)		68,557
			Inventories			(68,340	)		(18,365	)
			Prepaid income taxes and other assets			(8,331	)		(19,086	)
			Accounts payable			17,030			7,091
			Accrued liabilities			77,336			8,288

				Total cash from operating activities		126,936			191,712

INVESTMENT ACTIVITIES:
	Acquisitions					(45,671	)		(192,422	)
	Property and equipment additions, net					(111,532	)		(49,185	)
	Marketable securities and short-term investments					39,342			6,207
	Long-term investments					1,664			(13,099	)

				Total cash used for investment activities		(116,197	)		(248,499	)

FINANCING ACTIVITIES:
	Decrease in debt					(22,798	)		(129,188	)
	Common stock issued					103,404			30,661

				Total cash from/(used for) financing activities		80,606			(98,527	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH						(1,852	)		(1,190	)

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS						89,493			(156,504	)
CASH AND CASH EQUIVALENTS, beginning of period						143,523			328,032

CASH AND CASH EQUIVALENTS, end of period					$	233,016		$	171,528

See accompanying notes to consolidated financial statements.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION—UNAUDITED

(In thousands, except earnings per share)

			2nd Quarter 2000			1st Quarter 2000			4th Quarter 1999			3rd Quarter 1999
NET SALES			$	709,158		$	544,634		$	582,465		$	483,597
COST OF PRODUCT SOLD				356,655			283,057			302,964			254,243

GROSS PROFIT				352,503			261,577			279,501			229,354

EXPENSES:
	Research and development			66,597			57,950			54,075			45,703
	Selling and administration			138,389			113,965			112,296			99,229
	Goodwill amortization			6,137			5,567			6,141			5,541
	Non-recurring charges			—			—			30,400			58,250

		Total expenses		211,123			177,482			202,912			208,723

OPERATING INCOME				141,380			84,095			76,589			20,631
OTHER INCOME (EXPENSE), NET:
	Interest			2,532			2,195			2,079			1,656
	Other			(2,001	)		(944	)		(3,311	)		(1,546	)

INCOME BEFORE INCOME TAXES				141,911			85,346			75,357			20,741
PROVISION FOR INCOME TAXES				48,249			29,018			34,214			9,857

NET INCOME			$	93,662		$	56,328		$	41,143		$	10,884

AVERAGE COMMON SHARES OUTSTANDING (BASIC)				305,366			302,120			300,966			299,316

EARNINGS PER SHARE (BASIC)			$	0.31		$	0.19		$	0.14		$	0.04

AVERAGE COMMON SHARES OUTSTANDING (DILUTED)				321,934			314,518			307,412			307,588

EARNINGS PER SHARE (DILUTED)			$	0.29		$	0.18		$	0.13		$	0.04

See accompanying notes to consolidated financial statements.

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

Note 1 Basis of Presentation:

All historical financial information has been restated to reflect the acquisition of Saville Systems PLC ("Saville") which was completed in the fourth quarter of fiscal year 1999 and accounted for as a pooling of interests.

Earnings per share amounts, stock options and shares outstanding have been restated to reflect ADC Telecommunications, Inc.'s ("ADC") 2-for-1 stock split effected in the form of a common stock dividend distributed on February 15, 2000.

The interim information furnished in this report is unaudited but reflects all adjustments which are necessary, in the opinion of management, for a fair statement of the results for the interim periods. The operating results for the quarter ended April 30, 2000 are not necessarily indicative of the operating results to be expected for the full fiscal year. These statements should be read in conjunction with ADC's most recent Annual Report on Form 10-K.

Note 2 Inventories:

Inventories include material, labor and overhead and are stated at the lower of first-in, first-out cost or market. Inventories consisted of (in thousands):

	April 30, 2000		October 31, 1999
Purchased materials and manufactured products	$	292,572	$	217,021
Work-in-process		22,887		26,861

	$	315,459	$	243,882

Note 3 Acquisitions:

On February 23, 2000, ADC and PairGain Technologies, Inc. ("PairGain") announced the signing of a definitive agreement providing for a merger (the "Merger") in which PairGain will become a wholly owned subsidiary of ADC. PairGain is a leader in the design, manufacture, marketing and sale of digital subscriber line (DSL) networking systems. Through the Merger, which is structured as a tax-free reorganization for U.S. federal income tax purposes, ADC will issue 0.43 of a share of its common stock for each share of common stock of PairGain. The Merger is intended to be accounted for as a pooling of interests, and is subject to certain conditions, including PairGain stockholder approval.

In connection with and as a condition of the Merger, PairGain also has granted ADC an option to purchase up to 19.9% of PairGain's common stock exercisable in certain circumstances, including certain events causing termination of the agreement providing for the Merger. Additionally, ADC entered into voting agreements with various individuals, each solely in his capacity as a stockholder of PairGain, who have agreed to vote all shares of PairGain common stock owned or controlled by them in favor of the Merger.

On May 16, 2000, ADC acquired all of the outstanding equity interests of IBSEN Micro Structures A/S, based in Copenhagen, Denmark. IBSEN is a photonics company focused on development and production of high-performance optical components and tools. The acquisition, a cash transaction, is valued at approximately $80 million and will be accounted for using the purchase method.

On May 17, 2000, ADC acquired all of the outstanding equity interests in Altitun AB, based in Kista, Sweden. Altitun is a leading developer and supplier of active optical components for next-generation optical networks. In the transaction, which is structured as a taxable transaction for U.S. federal income tax purposes, ADC issued approximately 13,801,000 shares of its common stock to Altitun's shareholders.

ADC also converted all outstanding Altitun stock options into options to acquire approximately 1,413,000 shares of ADC common stock. Based on ADC's closing price per share of $62.3125 on the closing date, the acquisition is valued at approximately $948 million. The transaction is to be accounted for as a pooling of interests.

On June 9, 2000 ADC announced that it has entered into a definitive agreement to acquire all the outstanding equity interests of Centigram Communications Corporation, based in San Jose, California. Centigram is a leading provider of unified communications, Internet-enabled call management and wireless access protocol (WAP)-based messaging solutions for communications service providers. The acquisition will be completed as a cash purchase for a fixed price of approximately $200 million and will be accounted for using the purchase method. The acquisition is subject to certain conditions including the approval of Centigram's stockholders, receipt of required regulatory approvals and other customary conditions.

Note 4 Comprehensive Income:

The following table presents the calculation of comprehensive income as required by SFAS No. 130. Comprehensive income has no impact on ADC's net income, balance sheet, or shareowners' equity. The components of comprehensive income are as follows (in thousands):

	Three Months Ended April 30,						Six Months Ended April 30,
	2000			1999			2000			1999
Net income	$	93,662		$	45,290		$	149,990		$	35,608
Changes in cumulative translation adjustments		(5,781	)		(1,432	)		(6,602	)		134
Changes in market value of derivative financial instruments classified as cash flow hedges		532			—			532			—
Unrealized gain from securities classified as available for sale, net of taxes		225,035			—			270,881			—

Comprehensive income	$	313,448		$	43,858		$	414,801		$	35,742

ADC owns a minority interest in the following publicly held companies. These investments are stated at market value with the valuation adjustments classified in shareowners' investment. As of April 30, 2000, the market value of these investments was as follows (in thousands):

Redback Networks, Inc.		$	352,584
Efficient Networks, Inc.			118,613
Vyyo, Inc. (formerly Phasecom, Inc.)			58,136
interWAVE Communications International Ltd.			4,793

	Total	$	534,126

In addition, ADC owns a minority interest in ONI Systems Corp. ONI completed an initial public offering on June 1, 2000. As of June 5, 2000, ADC's investment in ONI had a market value of approximately $282 million.

Note 5 Earnings Per Share:

Basic earnings per common share was calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share was calculated by

dividing net income by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if potentially dilutive common shares had been issued. The following table reconciles the number of shares utilized in the earnings per share calculations for the periods ended April 30, 2000 and 1999 (in thousands, except earnings per share).

		Three Months Ended April 30,				Six Months Ended April 30,
		2000		1999		2000		1999
Net income		$	93,662	$	45,290	$	149,990	$	35,608
Earnings per common share (basic)		$	0.31	$	0.15	$	0.49	$	0.13
Earnings per common share (diluted)		$	0.29	$	0.15	$	0.47	$	0.13
Weighted average common shares
	outstanding (basic)		305,366		298,290		303,761		270,380
Effect of dilutive securities—stock options			16,568		8,408		15,115		6,366
Weighted average common shares
	outstanding (diluted)		321,934		306,698		318,876		276,746

Note 6 Segment Reporting:

Beginning with fiscal 1999, ADC adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." This standard requires ADC to disclose selected financial data by operating segment, defined as a component with business activity resulting in revenue and expense that has separate financial information evaluated regularly by ADC's chief operating decision maker in determining resource allocation and assessing performance. ADC has identified three reportable segments based on its internal organization structure, management of operations and performance evaluation. These segments are: Broadband Connectivity, Broadband Access and Transport, and Integrated Solutions. Segment detail is summarized as follows:

	Segment Information (In thousands)
	Broadband Connectivity		Broadband Access and Transport			Integrated Solutions			Unallocated Items			Consolidated
Three months ended April 30, 2000:
External Sales	$	417,005	$	179,224		$	112,170		$	759		$	709,158
Operating Income (Loss)		188,965		(30,309	)		(1,988	)		(15,288	)		141,380
Three months ended April 30, 1999:
External Sales	$	216,113	$	153,499		$	86,977		$	2		$	456,591
Operating Income (Loss)		79,001		(5,733	)		2,228			(6,633	)		68,863

	Segment Information (In thousands)
	Broadband Connectivity		Broadband Access and Transport			Integrated Solutions		Unallocated Items			Consolidated
Six months ended April 30, 2000:
External Sales	$	684,034	$	348,719		$	219,969	$	1,070		$	1,253,792
Operating Income (Loss)		290,503		(46,938	)		6,499		(24,589	)		225,475
Six months ended April 30, 1999:
External Sales	$	391,309	$	293,149		$	176,424	$	3		$	860,885
Operating Income (Loss)		136,857		(9,938	)		10,631		(72,098	)		65,452

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

OVERVIEW

ADC Telecommunications, Inc. ("ADC") offers a broad range of network equipment, software and integration services for broadband, multiservice networks that deliver Internet/data, video and voice communications over telephone, cable television, Internet, broadcast, wireless and enterprise networks. ADC's broadband, multiservice network solutions enable local access, high-speed transmission and software management of communications services from service providers to consumers and businesses over fiber-optic, copper, coaxial and wireless media.

Telephone companies, cable television operators, Internet/data service providers, wireless service providers and other communications service providers are building the broadband infrastructure required to offer high-speed Internet access and data, video, telephony and other interactive multimedia services to residential and business customers. Broader network bandwidths are continually required for these services, and ADC's product offerings and development efforts are focused on increasing the speed and efficiency of communications networks from the service providers' offices through the network equipment that connects to end users' residences and businesses.

ADC offers network equipment, software and integration services within the following three product groups: Broadband Connectivity, Broadband Access and Transport, and Integrated Solutions.

BROADBAND CONNECTIVITY products include broadband connection and access devices for copper, coaxial, fiber-optic, wireless and broadcast communications networks. The group also supplies fiber-optic and wireless components. These products are used globally in telephone, cable television, Internet, wireless, enterprise and broadcast communications networks. Broadband Connectivity products provide the physical contact points for connecting different communications system components and gaining access to communications system circuits for the purpose of installing, testing, monitoring, accessing, managing, reconfiguring, splitting and multiplexing such circuits within the central office and the "last mile/kilometer" portion of communications networks. Fiber-optic components include phase masks, tunable lasers, pump lasers, connectors, isolators, circulators, collimators, couplers, splitters, and dense wavelength division multiplexing (DWDM) devices. Wireless components include coverage enhancement products, tower top amplifiers and RF filters. Broadband Connectivity products are sold to local and long-distance telephone companies, cable television operators, wireless service providers, new competitive service providers, broadcasters, enterprises, governments, system integrators and communications equipment manufacturers and distributors.

BROADBAND ACCESS AND TRANSPORT products include access and transport systems that deliver broadband, multiservice communications to residences and businesses over copper, coaxial, fiber-optic and wireless networks. These products are used globally to deliver Internet/data, video and voice services to residential and business customers. Generally, these products are aimed at upgrading service providers' networks to broadband capabilities, while also introducing new service delivery functionality and cost effectiveness into the networks. Broadband Access and Transport products are sold to local and long-distance telephone companies, cable television operators, wireless service providers, new competitive service providers, broadcasters, enterprises, governments and communications equipment distributors.

The group's transport systems operate between central offices and in the "last mile/kilometer" portion of communications networks and include Soneplex®, Cellworx®, Axity™, Homeworx™, Optiworx™, DV6000™ and BroadAccess™ systems. The Soneplex system delivers T1-based services over copper or fiber facilities. As the industry's first global ATM Virtual Path transport element, the Cellworx system offers bandwidth-efficient, multiservice delivery of Internet/data, video and voice services, allocates only the bandwidth needed per service type and extends communications services over fiber-optic and copper (using xDSL technologies) facilities to businesses and residences. The Axity broadband wireless system

delivers high-speed Internet/data, video and voice services. The Homeworx system enables cable television operators to transport high-speed digital signals for two-way Internet/data, video and voice services. ADC also provides the Optiworx family of fiber-optic transmitter and node products, along with coaxial amplifiers that cable television operators use to upgrade their networks to broader bandwidths for digital Internet/data, video, and voice services. The DV6000 system transmits a variety of signal types using a high-speed, uncompressed digital format over fiber facilities, and is used in the long haul portions of cable television, broadcast and interactive video networks, including distance learning, government and campus networks. The BroadAccess digital loop carrier system is used to deliver Internet/ data and voice services.

The group's access systems include both customer located devices (which are part of the service provider's network) and customer premise devices (which are owned by the service provider's business customer) that can work alone or in conjunction with one of ADC's transport systems or with other vendors' transport systems. These devices include data service units (DSUs), channel service units (CSUs), T1/E1 multiplexers, T3/E3 multiplexers, integrated access devices (offering a wide variety of Internet/data, video and voice interfaces), MPEG video products and ATM access concentrators.

INTEGRATED SOLUTIONS products and services consist of systems integration services, operations support systems (OSS) software and enhanced services/intelligent network software that positions service providers to deliver broadband, multiservice communications over wireline and wireless networks. Systems integration is used to design, equip and build communications networks and OSS applications that deliver Internet/data, video and voice services to residences and businesses. OSS software includes the Saville Systems® line of communications billing and customer care software and the Metrica® line of network performance and service level assurance software. Enhanced services/intelligent network software includes the NewNet® line of Signaling System 7 (SS7), intelligent network, wireless messaging and provisioning, Communications Assistance to Law Enforcement Act (CALEA) and Internet applications software. Integrated Solutions products and services are sold to local and long-distance telephone companies, cable television operators, wireless service providers, new competitive service providers and communications equipment manufacturers. During the most recent quarter, ADC rolled out its Singularit.e™ suite of software products and services that allows integrated communications providers (ICPs) to build open OSSs to compete more effectively in the broadband era. Singularit.e automates key OSS processes by combining convergent billing and integrated customer management from Saville Systems®, along with service assurance technology from Metrica®.

Historically, ADC's principal product offerings generally consisted of copper-based and fiber-optic-based products designed to address the needs of its customers for transmission and connectivity on traditional communications networks. With the growth of multimedia applications and the related development of enhanced Internet/data, video and voice services, ADC's more recent product offerings and research and development efforts have increasingly focused on emerging technologies and network equipment, software and integration service offerings for broadband communications applications. The market for broadband communications network equipment, software and integration services is evolving and rapidly changing. ADC's growth is dependent in part on its ability to successfully develop and commercially introduce new products in each of its product groups and is also dependent on the growth of the market. The growth in the market for such broadband communications products and services is dependent on a number of factors, including the amount of capital expenditures by communications service providers, regulatory and legal developments, changes to capital expenditure rates by communications service providers (which could result from the ongoing consolidation of customers in the market as well as the addition of new customer entrants to the market) and end-user demands for integrated Internet/data, video, voice and other communications services. There can be no assurance that ADC's new or enhanced products and services will meet with market acceptance or be profitable.

ADC's operating results may fluctuate significantly from quarter to quarter due to several factors. ADC is growing through acquisition and expansion, and results of operations described in this report may not be indicative of results to be achieved in future periods. ADC's expense levels are based in part on

management's expectations of future revenues. Although management has and will continue to take measures to adjust expense levels, if revenue levels in a particular period fluctuate, operating results may be adversely affected. In addition, ADC's results of operations are subject to seasonal factors. ADC historically has experienced a stronger demand for its products in the fourth fiscal quarter, primarily as a result of customer budget cycles and ADC's fiscal year-end incentives, and has experienced a weaker demand for its products in the first fiscal quarter, primarily as a result of the number of holidays in late November, December and early January and a general industry slowdown during that period. There can be no assurance that these historical seasonal trends will continue in the future. A more detailed description of these risk factors as well as other risk factors associated with ADC's business can be found in Exhibit 99-a to ADC's Form 10-K for the fiscal year ended October 31, 1999.

RESULTS OF OPERATIONS

The percentage relationships to net sales of certain income and expense items for the quarters ended April 30, 2000 and 1999 and the percentage changes in these income and expense items between periods are contained in the following table:

		Percentage of Net Sales								Percentage Increase (Decrease) Between Periods
		Three Months Ended April 30,				Six Months Ended April 30,				Three Months Ended April 30,		Six Months Ended April 30,
		2000		1999		2000		1999		Three Months Ended April 30,		Six Months Ended April 30,
Net Sales		100.0	%	100.0	%	100.0	%	100.0	%	55.3	%	45.6	%
Cost of Product Sold		(50.3	)	(52.7	)	(51.0	)	(52.6	)	48.3		41.3

Gross Profit		49.7		47.3		49.0		47.4		63.1		50.5
Expenses:
	Research and development	(9.4	)	(10.3	)	(10.0	)	(10.8	)	40.6		33.8
	Selling and administration	(19.5	)	(20.7	)	(20.1	)	(20.8	)	46.5		41.2
	Goodwill amortization	(0.9	)	(1.2	)	(0.9	)	(1.2	)	12.2		10.8
	Non-recurring charges	—		—		—		(7.0	)	—		—

Operating Income		19.9		15.1		18.0		7.6		105.3		244.5
Other Income (Expense), Net:
	Interest	0.4		0.1		0.4		0.1		277.3		354.1
	Other	(0.3	)	(0.2	)	(0.3	)	(0.2	)	100.1		33.4

Income Before Income Taxes		20.0		15.0		18.1		7.5		107.1		253.5
Provision for Income Taxes		(6.8	)	(5.1	)	(6.1	)	(3.3	)	107.6		169.4

Net Income		13.2	%	9.9	%	12.0	%	4.2	%	106.8	%	321.2	%

Net Sales: The following table sets forth ADC's net sales for the three-month and six-month periods ended April 30, 2000 and 1999 for each of ADC's functional product groups described above:

		Three Months Ended April 30,								Six Months Ended April 30,
		2000				1999				2000				1999
Product Group		Net Sales		%		Net Sales		%		Net Sales		%		Net Sales		%
Broadband Connectivity		$	417.0	58.8	%	$	216.1	47.3	%	$	684.0	54.6	%	$	391.3	45.5	%
Broadband Access and Transport			179.2	25.3			153.5	33.6			348.7	27.8			293.2	34.1
Integrated Solutions			112.2	15.8			87.0	19.1			220.0	17.6			176.4	20.4
Other			0.8	0.1			—	—			1.1	—			—	—

	Total	$	709.2	100.0	%	$	456.6	100.0	%	$	1,253.8	100.0	%	$	860.9	100.0	%

Net sales for the three-month and six-month periods ended April 30, 2000 were $709.2 million and $1,253.8 million, reflecting 55.3% and 45.6% increases, respectively, over the comparable 1999 time periods. These increases reflected growth in all product groups. Revenue contributions from companies during the first six months of the present fiscal year were $4.7 million and $7.3 million for the three-month and six-month periods ended April 30, 2000, respectively. International revenues comprised approximately 19.3% and 20.0% of ADC's sales for the three-month and six-month periods ended April 30, 2000, respectively.

During the three and six months ended April 30, 2000, net sales of Broadband Connectivity products rose by 93.0% and 74.8%, respectively. This growth reflects continued strong global demand for ADC's fiber-and copper-connectivity systems and optical components. Sales were made to a broad range of Internet/data, video and voice service providers—incumbents and new entrants—around the globe. Strong worldwide growth in Broadband Connectivity systems continues as a result of growth in Internet/data traffic and digital services, which is creating demand for broader bandwidth connections, and the entrance of new service providers, which is creating demand for connectivity to new and existing communications networks. Broadband Connectivity's sales have grown to represent approximately 58.8% of ADC's net sales. ADC expects that future sales of Broadband Connectivity products will continue to account for a substantial portion of its net sales.

During the three and six months ended April 30, 2000, net sales of Broadband Access and Transport products rose by 16.8% and 19.0%, respectively. The growth is primarily the result of sales increases in the major product systems-telephone transport and access systems, cable television systems, and broadband wireless systems.

During the three and six months ended April 30, 2000, Integrated Solutions net sales increased by 29.0% and 24.7%, respectively. Both systems integration services and software systems contributed to sales growth. This growth primarily resulted from a broad range of wireline and wireless service providers that are building or upgrading networks that offer integrated Internet/data, video and voice services.

Gross Profit: During the three-month periods ended April 30, 2000 and 1999, gross profit percentages were 49.7% and 47.3%, respectively. During the six-month periods ended April 30, 2000 and 1999, gross profit percentages were 49.0% and 47.4%, respectively. These increases were the result of increased sales volume and changes in product mix primarily within the Broadband Connectivity group. ADC anticipates that its future gross profit percentage will continue to be affected by many factors, including product mix, the timing of new product introductions and manufacturing volume.

Operating Expenses: Total operating expenses for the three months ended April 30, 2000 and 1999 were $211.1 million and $147.3 million, respectively, representing 29.8% and 32.3% of net sales, respectively. Total operating expenses for the six months ended April 30, 2000 and 1999 were $388.6 million and $342.7 million, respectively, representing 31.0% and 39.8% of net sales, respectively. Included in the six-month operating expenses in 1999 is a non-recurring charge of $60.3 million. The 1999 non-recurring charge represents the write-off of purchased in-process research and development costs resulting from the acquisitions of Teledata Communications, Hadax Electronics, and Phasor Electronics, along with costs for strategic restructuring of the product line comprising the former Wireless Systems Group. Operating expenses, before non-recurring charges, for the six months ended April 30, 2000 and 1999 were $388.6 million and $282.3 million, representing 31.0% and 32.8% of net sales, respectively. The increase in absolute dollars of operating expenses, before non-recurring charges, was due primarily to costs associated with acquired companies and expanded operations necessary to support higher revenue levels.

Research and development expenses were $66.6 million for the three months ended April 30, 2000, an increase of 40.6% over $47.4 million for the three months ended April 30, 1999. For the six months ended April 30, 2000, research and development expenses were $124.5 million, representing an increase of 33.8% over $93.1 million for the six months ended April 30, 1999. The increase reflects the activities from companies acquired in the first six months of the present fiscal year plus substantial product development and introduction efforts in all functional product groups. ADC believes that, given the rapidly changing technology and competitive environment in the communications equipment industry, continued commitment to product development efforts will be required for ADC to remain competitive. Accordingly, ADC intends to continue to allocate substantial resources to product development for each of the product groups. However, ADC recognizes the need to balance the cost of product development with expense control and remains committed to carefully managing the rate of increase of such expenses.

Selling and administration expenses were $138.4 million for the three months ended April 30, 2000, representing an increase of 46.5% over $94.4 million for the three months ended April 30, 1999. For the six months ended April 30, 2000, selling and administration expenses were $252.4 million, an increase of 41.2% over $178.7 million for the six months ended April 30, 1999. This increase primarily reflects the activities of acquired companies, incentives granted to sales persons associated with selling activities and additional personnel costs related to expanded operations.

Several of ADC's acquisitions have been accounted for as purchase transactions in which the initial purchase prices exceeded the fair value of the acquired assets. As a result of ADC's acquisition activity, goodwill amortization increased to $6.1 million in the three months ended April 30, 2000, compared to $5.5 million in the three months ended April 30, 1999. Goodwill amortization for the six months ended April 30, 2000, has increased to $11.7 million from $10.6 million for the six months ended April 30, 1999.

Other Income (Expense), Net: For the three and six months ended April 30, 2000 and 1999, the net interest income (expense) category represented net interest income on cash and cash equivalents. See "Liquidity and Capital Resources" below for a discussion of cash levels.

Other expense primarily represents the gain or loss on foreign exchange transactions, the sale of fixed assets and ADC's share of the net operating results of its investments in other companies accounted for on an equity basis.

Income Taxes: The effective income tax rate for the six months ended April 30, 1999 was affected significantly by non-tax deductible purchased in-process research and development charges. These expenses are associated with the acquisitions made during the period. In addition, a higher marginal rate of 37% was applied to restructuring expenses. Excluding the impact of purchased in-process research and development and the higher rate used for restructuring charges, the effective income tax rate was 34% for the three-month and six-month periods ended on each of April 30, 2000 and 1999.

Net Income: Net income was $93.7 million (or $0.29 per diluted share) for the three months ended April 30, 2000, an increase of 106.8% over $45.3 million (or $0.15 per diluted share) for the three months ended April 30, 1999. Net income was $150.0 million (or $0.47 per diluted share) for the six months ended April 30, 2000, an increase of 321.2% over $35.6 million (or $0.13 per diluted share) for the six months ended April 30, 1999. Excluding the non-recurring charges of $47.3 million, net of tax, net income for the six months ended April 30, 1999 was $82.9 million (or $0.30 per diluted share).

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents, primarily short-term investments in commercial paper with maturities of less than 90 days and other short-term investments, increased $89.5 million and decreased $156.5 million during the six months ended April 30, 2000 and 1999, respectively. The major elements of the 2000 change included $126.9 million provided by operations and $103.4 million from issuance of common stock to employees pursuant to ADC's stock option and employee stock purchase plans. These increases were partially offset by $111.5 million in property and equipment additions during the period. The major elements of the 1999 change included $191.7 million provided by operations offset by $192.4 million used for acquisitions plus $129.2 million used to decrease outstanding debt.

ADC believes that current cash on hand, cash generated from operating activities, and available credit facilities will be adequate to fund its working capital requirements and planned capital expenditures for the duration of the fiscal year. However, ADC may still find it necessary to seek additional sources of financing to support its capital needs, for additional working capital, potential investments or acquisitions or otherwise.

During the third quarter of fiscal 1999, Efficient Networks, Inc. completed an initial public offering of its common stock, which caused a valuation adjustment in ADC's investment in that company. At April 30, 2000, ADC carried its investment in Efficient Networks at a market value of $118.6 million.

During the second quarter of fiscal 2000, Siara Systems, Inc., in which ADC had an approximate 7.3% ownership interest, was acquired by Redback Networks, Inc. in a stock-for-stock transaction. As a result, this investment in Siara Systems, Inc. has been converted into shares of Redback Networks, Inc., which are reflected on ADC's balance sheet at the market value of the shares received in the transaction. At April 30, 2000, ADC carried this investment at a market value of $352.6 million.

On April 6, 2000, Vyyo, Inc. (formerly Phasecom, Inc.) completed an initial public offering of its common stock which caused a valuation adjustment in ADC's investment in that company. At April 30, 2000 ADC carried its investment at a market value of $58.1 million.

In addition, on June 1, 2000, ONI Systems Corp. completed an initial public offering of its common stock. As of June 5, 2000, ADC's investment in ONI Systems Corp. had a market value of approximately $282 million.

During the three months ended April 30, 2000, ADC announced the formation of a $100 million venture capital fund focused on investing in emerging and start-up companies throughout the world which are engaged in developing high-performance broadband communication technologies. As of April 30, 2000, approximately $7.8 million has been invested through this fund.

At April 30, 2000 and October 31, 1999, ADC had approximately $31.4 million and $46.2 million of debt outstanding, respectively, relating primarily to acquired companies. At April 30, 2000, ADC had a $340 million five-year credit facility which is available for general corporate purposes, of which none was outstanding, at an interest rate equal to the commercial paper interest rate plus 25 basis points. In addition, ADC has recently begun to provide financing to certain of its customers to assist in their purchase of products. ADC intends to continue this practice in the future when it believes the business conditions of such a transaction are appropriate. To date, none of the financing transactions has been material.

EURO CONVERSION

On January 1, 1999, several member countries of the European Union established fixed conversion rates and adopted the Euro as their new common legal currency. Beginning on such date, the Euro began trading on currency exchanges while the legacy currencies remain legal tender in the participating countries for a transition period between January 1, 1999 and January 1, 2002.

During the transition period, parties may elect to pay for goods and services and transact business using either the Euro or a legacy currency. Between January 1, 2002 and July 1, 2002, the participating countries will introduce Euro hard currency and withdraw all legacy currencies.

The Euro conversion may affect cross-border competition by creating cross-border price transparency. ADC is assessing its pricing and marketing strategy in order to ensure that ADC remains competitive in a broader European market. ADC is also modifying its information technology systems to permit transactions to take place in both the legacy currencies and the Euro and provide for the eventual elimination of the legacy currencies. In addition, ADC is reviewing whether certain existing contracts will need to be modified. ADC's currency risks and risk management for operations in participating countries may be reduced as the legacy currencies are converted to the Euro. ADC will continue to evaluate issues involving introduction of the Euro. Based on current information and assessments, ADC does not expect that the Euro conversion will have a material adverse effect on its business, results of operations or financial condition.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995.

The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent ADC's expectations or beliefs concerning future events, including the following: any statements regarding future sales, profit percentages and other results of operations, any statements regarding the continuation of historical trends, any statements regarding the sufficiency of ADC's cash balances and cash generated from operating and financing activities for ADC's future liquidity and capital resource needs, any statements regarding the effect of regulatory changes and any statements regarding the future of the communications equipment industry or ADC's business. ADC cautions that any forward-looking statements made by ADC in this Form 10-Q or in other announcements made by ADC are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the factors set forth on Exhibit 99-a to ADC's Form 10-K for the fiscal year ended October 31, 1999.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ADC is exposed to market risk from changes in foreign exchange rates. To mitigate the risk from these exposures, ADC has instituted a balance sheet hedging program. The objective of the program is to protect the net monetary assets and liabilities of ADC from fluctuations due to movements in foreign exchange

rates. This program operates in markets where hedging costs are beneficial. Exposure to currencies in which hedging instruments are unavailable, or the costs prohibitive, are minimized through managing operating activities and net asset positions. The majority of hedging instruments utilized are forward contracts with maturities of less than one year. Foreign exchange contracts reduce ADC's overall exposure to exchange rate movements, since gains and losses on these contracts offset losses and gains on the underlying exposure. ADC's policy prohibits the use of derivative financial instruments for trading and other speculative purposes.

As documented in the Liquidity and Capital Resources section as well as Note 4, ADC owns common stock in several publicly held companies. Due to material changes in the fair value of such common stock, ADC has recorded a $518.7 million unrealized gain, $326.8 million net of income tax effects, in shareowners' investment as of April 30, 2000. Assuming an immediate decrease of 20% in the portfolio stock price, the hypothetical reduction in shareowners' investment related to these holdings is estimated to be $67.3 million (net of income tax effects), or 3.8% of total shareowners' investment at April 30, 2000.

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

On May 17, 2000, ADC completed its acquisition of Altitun AB, a Swedish corporation ("Altitun"), pursuant to an Agreement, dated May 5, 2000, between ADC and the equityholders of Altitun (the "Acquisition Agreement"). As provided in the Acquisition Agreement, each share of Altitun outstanding at closing was exchanged for 12.8366 shares of ADC's common stock. ADC issued approximately 13,801,000 shares of common stock in exchange for the outstanding shares of Altitun. ADC also converted all outstanding Altitun stock options into options to acquire approximately 1,413,000 shares of ADC common stock. The closing price of ADC common stock on the Nasdaq Stock Market on May 17, 2000 was $62.3125 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a.: An annual meeting of the shareowners (the "Annual Meeting") was held on February 22, 2000. Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under the Securities and Exchange Act of 1934. There was no solicitation in opposition to the management's nominees for director as listed in the proxy statement, and all such nominees were elected.
b.: At the Annual Meeting, John A. Blanchard III, William J. Cadogan, B. Kristine Johnson and Jean-Pierre Rosso were elected as directors for terms expiring at the annual meeting of shareowners in 2003. John W. Sidgmore was elected as a director for a term expiring at the annual meeting of shareowners of 2002. John J. Boyle III and Charles D. Yost were elected as directors for terms expiring at the annual meeting of shareowners in 2001. James C. Castle, Ph.D., Alan E. Ross and John D. Wunsch continued as directors after the annual meeting.

The following table shows the vote totals with respect to the election of the seven directors.

NAME	VOTES FOR	AUTHORITY WITHHELD
John A. Blanchard, III	133,364,469	659,228
John J. Boyle, III	133,355,567	668,130
William J. Cadogan	133,309,835	713,862
B. Kristine Johnson	133,376,502	647,195
Jean-Pierre Rosso	133,358,044	665,653
John W. Sidgmore	133,353,030	670,667
Charles D. Yost	132,649,107	1,374,590

In addition to the election of directors, the shareowners also approved an amendment to ADC's 1991 Stock Incentive Plan to increase the number of shares available for issuance pursuant to awards thereunder.

The following table shows the vote totals with respect to the 1991 Stock Incentive Plan:

Votes For:		87,987,829
Votes Against:		45,471,494
Abstentions:		564,374

On February 15, 2000, ADC effected a 2-for-1 stock split in the form of a 100% stock dividend. As proxies for the Annual Meeting were mailed before the stock split was effected, all share numbers are reflected above on a pre-split basis.

ITEM 5. OTHER INFORMATION

Thomas E. Halloran retired as a director of ADC on February 22, 2000.

Alan E. Ross resigned as a director of ADC on March 16, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.: Exhibits

4-a		Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996.)
4-b		Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000. (Incorporated by reference to Exhibit 4.1 to ADC's Registration Statement on Form S-3 dated April 15, 1997.)
4-c		Restated Bylaws of ADC Telecommunications, Inc., as amended. (Incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S-3 dated April 15, 1997.)
4-d		Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A. (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Right Certificate. (Incorporated by reference to Exhibit 4 to ADC's Form 8-K dated December 11, 1995.)
4e		Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999. (Incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999.)
4-f		Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000. (Incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14, 2000.)
10-a		ADC Telecommunications, Inc. 1991 Stock Incentive Plan (as amended and restated through February 22, 2000). (Incorporated by reference to Exhibit 10-a to ADC's Form 10-Q for the fiscal quarter ended January 31, 2000.)
10-b		ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 22, 2000).
27-a		Financial Data Schedule for the period ended April 30, 2000.
27-b		Financial Data Schedule for the period ended April 30, 1999.

b.: Reports on Form 8-K

Current Report on Form 8-K dated January 13, 2000 filed on January 18, 2000 in connection with ADC's press release dated January 13, 2000 announcing a 2-for-1 stock split in the form of a 100% common stock dividend. The dividend was distributed on February 15, 2000.

Current Report on Form 8-K dated February 22, 2000 filed on February 28, 2000 in connection with the execution of an agreement dated February 22, 2000 among ADC, a wholly owned subsidiary of ADC and PairGain Technologies, Inc. ("PairGain") pursuant to which ADC has agreed, subject to certain conditions, to acquire all of the issued and outstanding capital stock of PairGain.

Current Report on Form 8-K dated May 4, 2000 filed on May 9, 2000 in connection with the execution of an agreement dated May 5, 2000 pursuant to which ADC agreed to acquire all of the issued and outstanding capital stock of Altitun AB.

Current Report on Form 8-K dated May 17, 2000, filed on June 1, 2000 in connection with the closing of the acquisition by ADC of all of the issued and outstanding capital stock of Altitun AB.

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.

Date: June 13, 2000		ADC TELECOMMUNICATIONS, INC.
		By:		/s/ ROBERT E. SWITZ Robert E. Switz Senior Vice President, Chief Financial Officer

ADC TELECOMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2000

Exhibit No.		Description
4-a		Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by reference to Exhibit 4-a to ADC's Form 10-Q for the quarter ended January 31, 1996.)
4-b		Restated Articles of Incorporation of ADC Telecommunications, Inc., as amended prior to January 20, 2000. (Incorporated by reference to Exhibit 4.1 to ADC's Registration Statement on Form S-3 dated April 15, 1997.)
4-c		Restated Bylaws of ADC Telecommunications, Inc., as amended. (Incorporated by reference to Exhibit 4.2 to ADC's Registration Statement on Form S-3 dated April 15, 1997.)
4-d		Second Amended and Restated Rights Agreement, amended and restated as of November 28, 1995, between ADC Telecommunications, Inc. and Norwest Bank Minnesota, N.A. (amending and restating the Rights Agreement dated as of September 23, 1986, as amended and restated as of August 16, 1989), which includes as Exhibit A thereto the form of Right Certificate. (Incorporated by reference to Exhibit 4 to ADC's Form 8-K dated December 11, 1995.)
4e		Amendment to Second Amended and Restated Rights Agreement dated as of October 6, 1999. (Incorporated by reference to Exhibit 4-c to ADC's Form 10-K for the fiscal year ended October 31, 1999.)
4-f		Articles of Amendment to Restated Articles of Incorporation of ADC Telecommunications, Inc. dated January 20, 2000. (Incorporated by reference to Exhibit 4.6 to ADC's Registration Statement on Form S-8 dated March 14, 2000.)
10-a		ADC Telecommunications, Inc. 1991 Stock Incentive Plan (as amended and restated through February 22, 2000). (Incorporated by reference to Exhibit 10-a to ADC's Form 10-Q for the fiscal quarter ended January 31, 2000.)
10-b		ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan (as amended and restated through February 22, 2000).
27-a		Financial Data Schedule for the period ended April 30, 2000.
27-b		Financial Data Schedule for the period ended April 30, 1999.

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PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
SIGNATURES
ADC TELECOMMUNICATIONS, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 2000