UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION 
 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   July 10, 2012

ADTRAN, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24612	63-0918200	
(State of Incorporation)	(Commission file number)	(I.R.S. Employer
Identification Number)	

901 Explorer Boulevard, Huntsville, Alabama 35806-2807 
 (Address of principal executive offices, including zip code)

(256) 963-8000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
⃞            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition.	
On July 10, 2012, ADTRAN, Inc. announced its financial results for the fiscal quarter ended June 30, 2012 and certain other information.
ADTRAN also announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid to holders of record at the close of business on July 26, 2012.  The ex-dividend date is July 24, 2012 and the payment date is August 9, 2012.
A copy of ADTRAN's press release announcing such financial results and other information is attached as Exhibit 99.1 hereto and incorporated by reference herein.
In addition, ADTRAN has posted supplemental information regarding revenues by product category, subcategory and segment for the fiscal quarter ended June 30, 2012 on the Investor Relations page of its website, www.adtran.com.  A copy of the supplemental information is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.	

 	(d) Exhibits.	
 	
	The following exhibits are furnished as part of this Current Report on Form 8-K.	

Exhibit Number	Description	
99.1	Press Release dated July 10, 2012.	
99.2	Revenues by product and segment classification	

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on July 11, 2012.

 	ADTRAN, Inc.	
	(Registrant)	
	 	
	By: /s/ James E. Matthews	
	James E. Matthews	
	Senior Vice President – Finance,	
	Chief Financial Officer, Treasurer,	
	Secretary and Director	
	(Principal Accounting Officer)	

EXHIBIT INDEX

Exhibit Number	Description	
99.1	Press Release dated July 10, 2012.	
99.2	Revenues by product and segment classification	

Exhibit 99.1
ADTRAN, Inc. Reports Results for the Second Quarter 2012 and Declares Quarterly Cash Dividend

HUNTSVILLE, Ala.--(BUSINESS WIRE)--July 10, 2012--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the second quarter 2012. For the quarter, sales were $183,998,000 compared to $184,227,000 for the second quarter of 2011. Net income was $21,070,000 for the quarter compared to $36,943,000 for the second quarter of 2011. Earnings per share, assuming dilution, were $0.33 for the quarter compared to $0.56 for the second quarter of 2011. Non-GAAP earnings per share for the quarter were $0.38 compared to $0.59 for the second quarter of 2011. Non-GAAP earnings per share exclude the effect of acquisition related expenses, amortizations and adjustments related to the acquisitions of the NSN Broadband Access business and Bluesocket, Inc. and stock compensation expense. The reconciliation between GAAP earnings per share, diluted, and non-GAAP earnings per share, diluted, is in the table provided.
ADTRAN Chief Executive Officer Tom Stanton stated, “Our results for the second quarter reflect a tightening spending environment. Total quarterly revenues grew 37% sequentially, with organic revenues (excluding the recently acquired NSN BBA business) up 20%, representing a flat year over year performance. Our Broadband Access category grew 38% (8% organic) over the same period last year. Our Internetworking category grew 6% over the same period last year. Total core products which include Broadband Access, Optical and Internetworking, grew 17% (flat organically) over the same period last year and now represent 84% of total revenues. Decreasing visibility leaves us cautious for the near term but we are confident that our strong customer alignment and increasing global footprint will deliver long term growth for the company.”
The Company also announced that its Board of Directors declared a cash dividend for the second quarter of 2012. The quarterly cash dividend is $0.09 per common share to be paid to holders of record at the close of business on July 26, 2012. The ex-dividend date is July 24, 2012 and the payment date is August 9, 2012.
The Company confirmed that its second quarter conference call will be held Wednesday, July 11, 2012 at 9:30 a.m. Central Time. This conference call will be web cast live through StreetEvents.com. To listen, simply visit the Investor Relations site at http://www.adtran.com or http://streetevents.com approximately 10 minutes prior to the start of the call and click on the conference call link provided.
An online replay of the conference call will be available for seven days at http://streetevents.com . In addition, an online replay of the conference call, as well as the text of the Company’s earnings release, will be available on the Investor Relations site at http://www.adtran.com for at least 12 months following the call.
ADTRAN, Inc. is a leading global provider of networking and communications equipment, with a portfolio of more than 1,700 solutions. ADTRAN’s products enable voice, data, video, and Internet communications across a variety of network infrastructures. ADTRAN solutions are currently in use by service providers, private enterprises, government organizations, and millions of individual users worldwide.
For more information, contact the company at 800 9ADTRAN (800 923-8726) or via email at info@adtran.com . On the Web, visit www.adtran.com .
To supplement our consolidated financial statements presented on a GAAP basis, ADTRAN, Inc. uses non-GAAP measures of net income per share, which are adjusted to exclude certain costs and expenses we believe appropriate to enhance an overall understanding of our past financial performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for diluted net income per share prepared in accordance with generally accepted accounting principles in the United States.
This press release contains forward-looking statements which reflect management’s best judgment based on factors currently known. However, these statements involve risks and uncertainties, including the successful development and market acceptance of new products, the degree of competition in the market for such products, the product and channel mix, component costs, manufacturing efficiencies, and other risks detailed in our annual report on Form 10-K for the year ended December 31, 2011, and Form 10-Q for the quarter ended March 31, 2012. These risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements included in this press release.

 	

Condensed Consolidated Balance Sheet	
(Unaudited)	
(In thousands)	

	 	June 30,
2012	 	December 31,
2011	
Assets					
Cash and cash equivalents		$	36,968		$	42,979	
Short-term investments			169,449			159,347	
Accounts receivable, net			118,511			76,130	
Other receivables			8,124			9,743	
Inventory			103,776			87,800	
Prepaid expenses			4,670			3,119	
Deferred tax assets, net		 	12,803		 	12,125	
Total Current Assets			454,301			391,243	
				 	
Property, plant and equipment, net			81,981			75,295	
Deferred tax assets, net			8,368			8,345	
Goodwill			3,492			3,492	
Other assets			14,323			7,131	
Long-term investments		 	348,424		 	332,008	
				 	
Total Assets		$	910,889		$	817,514	
				 	
Liabilities and Stockholders' Equity					
Accounts payable		$	46,978		$	29,404	
Unearned revenue			27,251			9,965	
Accrued expenses			12,577			5,876	
Accrued wages and benefits			15,709			13,518	
Income tax payable, net		 	10,677		 	3,169	
Total Current Liabilities			113,192			61,932	
				 	
Non-current unearned revenue			23,009			4,874	
Other non-current liabilities			14,908			12,077	
Bonds payable		 	46,500		 	46,500	
Total Liabilities			197,609			125,383	
				 	
Stockholders' Equity		 	713,280		 	692,131	
				 	
Total Liabilities and Stockholders' Equity		$	910,889		$	817,514	

 	

Consolidated Statements of Income	
(Unaudited)	
(In thousands, except per share data)	

 		 	Three Months Ended	 	Six Months Ended	
			June 30,		June 30,	
			2012	 	2011		2012	 	2011	
									 	
Sales		$	183,998			$	184,227			$	318,733			$	349,749		
Cost of sales		 	88,797	 		 	77,400	 		 	149,445	 		 	144,127	 	
									 	
Gross Profit			95,201				106,827				169,288				205,622		
									 	
Selling, general and administrative expenses			35,905				30,898				69,017				60,450		
Research and development expenses		 	32,458	 		 	24,619	 		 	57,252	 		 	48,256	 	
									 	
Operating Income			26,838				51,310				43,019				96,916		
									 	
Interest and dividend income			1,926				2,003				3,787				3,792		
Interest expense			(581	)			(594	)			(1,168	)			(1,196	)	
Net realized investment gain			2,356				3,372				4,823				6,139		
Other expense, net			492				(117	)			633				(242	)	
Gain on bargain purchase of a business		 	1,753	 		 	-	 		 	1,753	 		 	-	 	
									 	
Income before provision for income taxes			32,784				55,974				52,847				105,409		
									 	
Provision for income taxes		 	(11,714	)		 	(19,031	)		 	(18,816	)		 	(34,208	)	
									 	
Net Income		$	21,070	 		$	36,943	 		$	34,031	 		$	71,201	 	
									 	
Weighted average shares outstanding - basic			63,619				64,690				63,720				64,441		
Weighted average shares outstanding - diluted (1)			64,393				66,135				64,628				66,044		
									 	
Earnings per common share - basic		$	0.33			$	0.57			$	0.53			$	1.10		
Earnings per common share - diluted (1)		$	0.33			$	0.56			$	0.53			$	1.08		
									 	
(1) Assumes exercise of dilutive stock options calculated under the treasury stock method.	

 	

Consolidated Statements of Comprehensive Income	
(Unaudited)	
(In thousands)	

	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2012	 	2011		2012	 	2011	
								 	
Net Income		$	21,070	 		$	36,943	 		$	34,031	 		$	71,201	 	
								 	
Other Comprehensive Income (Loss), net of tax:									
								 	
Net change in unrealized gains (losses) on marketable securities			(5,054	)			(3,140	)			1,701				(5,791	)	
Reclassification adjustments for amounts Included in net income			(181	)			(236	)			(179	)			(395	)	
Foreign currency translation		 	(96	)		 	369	 		 	58	 		 	456	 	
								 	
Other Comprehensive Income (Loss), net of tax		 	(5,331	)		 	(3,007	)		 	1,580	 		 	(5,730	)	
								 	
Comprehensive Income, net of tax		$	15,739	 		$	33,936	 		$	35,611	 		$	65,471	 	

 	

Consolidated Statements of Cash Flows	
(Unaudited)	
(In thousands)	

	 	Six Months Ended	
		June 30,	
		2012	 	2011	
Cash flows from operating activities:					
Net income		$	34,031			$	71,201		
Adjustments to reconcile net income to net cash provided by operating activities:					
Depreciation and amortization			6,615				5,469		
Amortization of net premium on available-for-sale investments			4,330				2,992		
Net realized gain on long-term investments			(4,823	)			(6,139	)	
Net (gain) loss on disposal of property, plant and equipment			(204	)			17		
Gain on bargain purchase of a business			(1,753	)			-		
Stock-based compensation expense			4,432				4,165		
Deferred income taxes			(2,427	)			(192	)	
Tax benefit from stock option exercises			1,701				10,318		
Excess tax benefits from stock-based compensation arrangements			(1,346	)			(9,180	)	
Change in operating assets and liabilities:					
Accounts receivable, net			(43,062	)			(12,373	)	
Other receivables			1,997				(6,463	)	
Income tax receivable, net			-				1,936		
Inventory			5,548				(12,402	)	
Prepaid expenses and other assets			(1,527	)			(176	)	
Accounts payable			12,877				14,703		
Accrued expenses and other liabilities			13,099				1,870		
Income tax payable, net		 	7,508	 		 	-	 	
Net cash provided by operating activities			36,996				65,746		
				 	
Cash flows from investing activities:					
Purchases of property, plant and equipment			(7,787	)			(6,287	)	
Proceeds from disposals of property, plant and equipment			266				-		
Proceeds from sales and maturities of available-for-sale investments			138,307				237,459		
Purchases of available-for-sale investments			(161,849	)			(335,870	)	
Acquisition of business		 	7,496	 		 	-	 	
Net cash used in investing activities			(23,567	)			(104,698	)	
				 	
Cash flows from financing activities:					
Proceeds from stock option exercises			4,328				33,022		
Purchases of treasury stock			(13,432	)			-		
Dividend payments			(11,476	)			(11,596	)	
Excess tax benefits from stock-based compensation arrangements		 	1,346	 		 	9,180	 	
Net cash provided by (used in) financing activities			(19,234	)			30,606		
				 	
Net decrease in cash and cash equivalents			(5,805	)			(8,346	)	
Effect of exchange rate changes			(206	)			456		
Cash and cash equivalents, beginning of period		 	42,979	 		 	31,677	 	
				 	
Cash and cash equivalents, end of period		$	36,968	 		$	23,787	 	

 	

Supplemental Information	
Acquisition Related Expenses, Amortizations and Adjustments	
(Unaudited)	
(In thousands)	
 	
On August 4, 2011, we closed on the acquisition of Bluesocket, Inc. and on May 4, 2012, we closed on the acquisition of the Nokia Siemens Networks Broadband Access business (NSN BBA). Acquisition related expenses, amortizations and adjustments for the three and six months ended June 30, 2012 for both transactions are as follows:	
 	
	 	Three
Months Ended
June 30, 2012	 	Six
Months Ended
June 30, 2012	
Bluesocket, Inc. acquisition			 		
Amortization of acquired intangible assets		$	267			$	485		
Amortization of other purchase accounting adjustments		 	111	 	 	 	377	 	
				 	
Subtotal		 	378	 	 	 	862	 	
				 	
NSN BBA acquisition					
Amortization of acquired intangible assets			172				172		
Amortization of other purchase accounting adjustments			1,052				1,052		
Acquisition related professional fees, travel and other expenses		 	2,705	 	 	 	4,285	 	
				 	
Subtotal		 	3,929	 	 	 	5,509	 	
				 	
Total acquisition related expenses, amortizations and adjustments			4,307				6,371		
Tax effect		 	(1,361	)	 	 	(2,039	)	
				 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	2,946	 	 	$	4,332	 	

The acquisition related expenses, amortizations and adjustments above were recorded in the following Consolidated Statements of Income categories for the three and six months ended June 30, 2012:	
 	
		Three
Months Ended
June 30, 2012	 	Six
Months Ended
June 30, 2012	
Revenue (adjustments to deferred revenue recognized in the period)		$	508			$	654		
Cost of goods sold		 	669	 	 	 	806	 	
				 	
Subtotal		 	1,177	 	 	 	1,460	 	
				 	
Selling, general and administrative expenses			2,361				3,922		
Research and development expenses		 	769	 	 	 	989	 	
				 	
Subtotal		 	3,130	 	 	 	4,911	 	
				 	
Total acquisition related expenses, amortizations and adjustments			4,307				6,371		
Tax effect		 	(1,361	)	 	 	(2,039	)	
				 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	2,946	 	 	$	4,332	 	

 	

Supplemental Information	
Stock-based Compensation Expense	
(Unaudited)	
(In thousands)	

	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2012	 	2011		2012	 	2011	
								 	
Stock-based compensation expense included in cost of sales		$	97	 		$	89	 		$	198	 		$	180	 	
								 	
Selling, general and administrative expense			1,047				999				2,098				2,006		
Research and development expense		 	1,067	 		 	988	 		 	2,136	 		 	1,979	 	
								 	
Stock-based compensation expense included in operating expenses		 	2,114	 		 	1,987	 		 	4,234	 		 	3,985	 	
								 	
Total stock-based compensation expense			2,211				2,076				4,432				4,165		
Tax benefit for expense associated with non-qualified options		 	(302	)		 	(276	)		 	(603	)		 	(716	)	
								 	
Total stock-based compensation expense, net of tax		$	1,909	 		$	1,800	 		$	3,829	 		$	3,449	 	

 	

Reconciliation of GAAP net income per share, diluted, to	
Non-GAAP net income per share, diluted	
(Unaudited)	
 	
	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2012	 	2011		2012	 	2011	
								 	
GAAP earnings per common share – diluted		$	0.33			$	0.56		$	0.53			$	1.08	
								 	
Acquisition related expenses, amortizations and adjustments			0.05				-			0.07				-	
Stock-based compensation expense			0.03				0.03			0.06				0.05	
Bargain purchase gain – NSN BBA acquisition		 	(0.03	)		 	-		 	(0.03	)		 	-	
								 	
Non-GAAP earnings per common share – diluted		$	0.38	 		$	0.59		$	0.63	 		$	1.13	

CONTACT:
ADTRAN, Inc.
Jim Matthews, Senior Vice President/CFO, 256-963-8775
or
Investor Services/Assistance:
Gayle Ellis, 256-963-8220

Exhibit 99.2

Product and Segment Revenues
(Unaudited)
(In thousands)

	Three Months Ended	 	Six Months Ended	
	June 30,		June 30,	
	2012	 	 	2011	 		2012	 	 	2011	 	
Product Revenues:								
Carrier Systems	$	126,755			$	112,289			$	198,013			$	199,039		
Business Networking		36,590				35,699				79,732				72,062		
Loop Access	 	20,653	 		 	36,239	 		 	40,988	 		 	78,648	 	
Total	$	183,998	 		$	184,227	 		$	318,733	 		$	349,749	 	
							 	
Subcategories included in the above:								
Broadband Access (included in Carrier Systems)	$	106,042			$	77,062			$	155,524			$	128,844		
Optical Access (included in Carrier Systems)		14,003				22,008				28,258				42,924		
Internetworking (Netvanta & Multi-service Access Gateways) (included in Business Networking)	 	34,935	 		 	33,029	 		 	75,909	 		 	65,912	 	
Total Core Products	$	154,980	 		$	132,099	 		$	259,691	 		$	237,680	 	
Percentage of Total Revenue		84	%			72	%			81	%			68	%	
							 	
HDSL (does not include T1) (included in Loop Access)	$	19,465			$	34,049			$	38,424			$	74,994		
Other Products (excluding HDSL)	 	9,553	 		 	18,079	 		 	20,618	 		 	37,075	 	
Total Legacy Products	$	29,018	 		$	52,128	 		$	59,042	 		$	112,069	 	
Percentage of Total Revenue		16	%			28	%			19	%			32	%	
							 	
Total	$	183,998	 		$	184,227	 		$	318,733	 		$	349,749	 	
							 	
Segment Revenues:								
Carrier Networks	$	152,707			$	150,492			$	249,361			$	282,852		
Enterprise Networks	 	31,291	 		 	33,735	 		 	69,372	 		 	66,897	 	
Total	$	183,998	 		$	184,227	 		$	318,733	 		$	349,749	 	
							 	
Sales by Geographic Region:								
United States	$	130,389			$	160,804			$	246,832			$	313,917		
International	 	53,609	 		 	23,423	 		 	71,901	 		 	35,832	 	
Total	$	183,998	 		$	184,227	 		$	318,733	 		$	349,749