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):   January 15, 2013

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 January 15, 2013, ADTRAN, Inc. announced its financial results for the fiscal quarter ended December 31, 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 February 7, 2013.  The ex-dividend date is February 5, 2013 and the payment date is February 21, 2013.
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 December 31, 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 January 15, 2013.	
            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 January 16, 2013.

 	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 January 15, 2013.	
99.2		Revenues by product and segment classification	

Exhibit 99.1
ADTRAN, Inc. Reports Results for the Fourth Quarter 2012 and Declares Quarterly Cash Dividend
HUNTSVILLE, Ala.--(BUSINESS WIRE)--January 15, 2013--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the fourth quarter 2012. For the quarter, sales were $139,756,000 compared to $175,286,000 for the fourth quarter of 2011. Net income was $3,961,000 for the quarter compared to $31,163,000 for the fourth quarter of 2011. Earnings per share, assuming dilution, were $0.06 for the quarter compared to $0.48 for the fourth quarter of 2011. Non-GAAP earnings per share for the quarter were $0.11 compared to $0.54 for the fourth quarter of 2011. 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 fourth quarter results came in largely as expected with both our carrier and enterprise divisions performing to forecast. Our focus remains on capitalizing on the significant network upgrades that lie ahead of us while maintaining tight cost control as we navigate through the current environment.”
The Company also announced that its Board of Directors declared a cash dividend for the fourth 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 February 7, 2013. The ex-dividend date is February 5, 2013 and the payment date is February 21, 2013.
Non-GAAP earnings per share exclude the effect of acquisition related expenses, amortizations and adjustments, and stock compensation expense.
The Company confirmed that its fourth quarter conference call will be held Wednesday, January 16, 2013 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 www.adtran.com or www.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 www.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 www.adtran.com for at least 12 months following the call.
ADTRAN, Inc. is a leading global provider of networking and communications equipment. 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, please visit www.adtran.com .
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 .
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 on Form 10-Q for the quarter ended September 30, 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)	
		 		
	December 31,
2012		December 31,
2011	
Assets				
Cash and cash equivalents	$	68,457		$	42,979	
Short-term investments		160,481			159,347	
Accounts receivable, net		81,194			76,130	
Other receivables		16,253			9,743	
Inventory		102,583			87,800	
Prepaid expenses		4,148			3,119	
Deferred tax assets, net	 	13,055		 	12,125	
Total Current Assets		446,171			391,243	
			 	
Property, plant and equipment, net		80,246			75,295	
Deferred tax assets, net		10,261			8,345	
Goodwill		3,492			3,492	
Other assets		13,482			7,131	
Long-term investments	 	332,729		 	332,008	
			 	
Total Assets	$	886,381		$	817,514	
			 	
Liabilities and Stockholders' Equity				
Accounts payable	$	42,173		$	29,404	
Unearned revenue		38,051			9,965	
Accrued expenses		10,309			5,876	
Accrued wages and benefits		15,022			13,518	
Income tax payable, net	 	1,211		 	3,169	
Total Current Liabilities		106,766			61,932	
			 	
Non-current unearned revenue		23,803			4,874	
Other non-current liabilities		17,406			12,077	
Bonds payable	 	46,000		 	46,500	
Total Liabilities		193,975			125,383	
			 	
Stockholders' Equity	 	692,406		 	692,131	
			 	
Total Liabilities and Stockholders' Equity	$	886,381		$	817,514	

Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)	
 					
		Three Months Ended		Twelve Months Ended	
		December 31,		December 31,	
		2012	 	 	2011	 		2012	 	 	2011	 	
								 	
Sales	$	139,756			$	175,286			$	620,614			$	717,229		
Cost of sales	 	72,373	 		 	76,066	 		 	303,971	 		 	302,911	 	
								 	
Gross Profit		67,383				99,220				316,643				414,318		
								 	
Selling, general and administrative expenses		31,393				32,954				134,523				124,879		
Research and development expenses	 	33,116	 		 	25,151	 		 	125,951	 		 	100,301	 	
								 	
Operating Income		2,874				41,115				56,169				189,138		
								 	
Interest and dividend income		2,006				1,813				7,657				7,642		
Interest expense		(591	)			(603	)			(2,347	)			(2,398	)	
Net realized investment gain		2,197				3,333				9,550				12,454		
Other income (expense), net		(82	)			(297	)			183				(694	)	
Gain on bargain purchase of a business	 	-	 		 	-	 		 	1,753	 		 	-	 	
								 	
Income before provision for income taxes		6,404				45,361				72,965				206,142		
								 	
Provision for income taxes	 	(2,443	)		 	(14,198	)		 	(25,702	)		 	(67,565	)	
								 	
Net Income	$	3,961	 		$	31,163	 		$	47,263	 		$	138,577	 	
								 	
Weighted average shares outstanding - basic		62,542				63,685				63,259				64,145		
Weighted average shares outstanding - diluted (1)		62,690				64,586				63,774				65,416		
								 	
Earnings per common share - basic	$	0.06			$	0.49			$	0.75			$	2.16		
Earnings per common share - diluted (1)	$	0.06			$	0.48			$	0.74			$	2.12		
								 	
(1) Assumes exercise of dilutive stock options calculated under the treasury stock method.				

Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)	
	 		 		
		Three Months Ended		Twelve Months Ended	
		December 31,		December 31,	
		2012	 	 	2011	 		2012	 	 	2011	 	
								 	
Net Income		$	3,961	 		$	31,163	 		$	47,263	 		$	138,577	 	
								 	
Other Comprehensive Income (Loss), net of tax:									
								 	
Net change in unrealized gains (losses) on marketable securities			(2,042	)			(1,745	)			(187	)			(13,004	)	
Reclassification adjustments for amounts included in net income			(29	)			(6	)			135				(688	)	
Defined benefit plan adjustments			(1,952	)			-				(1,952	)			-		
Foreign currency translation		 	(21	)		 	877	 		 	170	 		 	(154	)	
								 	
Other Comprehensive Income (Loss), net of tax		 	(4,044	)		 	(874	)		 	(1,834	)		 	(13,846	)	
								 	
Comprehensive Income (Loss), net of tax		$	(83	)		$	30,289	 		$	45,429	 		$	124,731	 	

Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)	
	 		
		Twelve Months Ended	
		December 31,	
		2012	 	 	2011	 	
Cash flows from operating activities:					
Net income		$	47,263			$	138,577		
Adjustments to reconcile net income to net cash provided by operating activities:					
Depreciation and amortization			14,079				11,499		
Amortization of net premium on available-for-sale investments			8,257				6,617		
Net realized gain on long-term investments			(9,550	)			(12,454	)	
Net (gain) loss on disposal of property, plant and equipment			(214	)			6		
Gain on bargain purchase of a business			(1,753	)			-		
Stock-based compensation expense			9,264				9,169		
Deferred income taxes			(3,785	)			575		
Tax benefit from stock option exercises			1,905				10,525		
Excess tax benefits from stock-based compensation arrangements			(1,456	)			(9,373	)	
Change in operating assets and liabilities:					
Accounts receivable, net			(4,365	)			(4,939	)	
Other receivables			2,977				(5,781	)	
Income tax receivable, net			-				2,741		
Inventory			7,163				(12,734	)	
Prepaid expenses and other assets			(1,045	)			522		
Accounts payable			7,265				6,178		
Accrued expenses and other liabilities			11,583				6,309		
Income tax payable, net		 	(1,960	)		 	3,169	 	
Net cash provided by operating activities			85,628				150,606		
				 	
Cash flows from investing activities:					
Purchases of property, plant and equipment			(12,075	)			(11,912	)	
Proceeds from disposals of property, plant and equipment			266				-		
Proceeds from sales and maturities of available-for-sale investments			282,039				466,243		
Purchases of available-for-sale investments			(282,740	)			(554,629	)	
Acquisition of business		 	7,496	 		 	(22,661	)	
Net cash used in investing activities			(5,014	)			(122,959	)	
				 	
Cash flows from financing activities:					
Proceeds from stock option exercises			6,049				34,125		
Purchases of treasury stock			(39,362	)			(35,565	)	
Dividend payments			(22,813	)			(23,124	)	
Payments on long-term debt			(500	)			(1,000	)	
Excess tax benefits from stock-based compensation arrangements		 	1,456	 		 	9,373	 	
Net cash used in financing activities			(55,170	)			(16,191	)	
				 	
Net increase in cash and cash equivalents			25,444				11,456		
Effect of exchange rate changes			34				(154	)	
Cash and cash equivalents, beginning of period		 	42,979	 		 	31,677	 	
				 	
Cash and cash equivalents, end of period		$	68,457	 		$	42,979	 	

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 twelve months ended December 31, 2012 and 2011 for both transactions are as follows:	
			 	
	Three Months Ended		Twelve Months Ended	
	December 31,		December 31,	
	2012	 	 	2011	 		2012	 	 	2011	 	
Bluesocket, Inc. acquisition								
Amortization of acquired intangible assets	$	267			$	297			$	1,020			$	495		
Amortization of other purchase accounting adjustments		29				304				443				521		
Acquisition related professional fees, travel and other expenses	 	-	 		 	100	 		 	-	 		 	730	 	
							 	
Subtotal	 	296	 		 	701	 		 	1,463	 		 	1,746	 	
							 	
NSN BBA acquisition								
Amortization of acquired intangible assets		290				-				762				-		
Amortization of other purchase accounting adjustments		587				-				2,305				-		
Acquisition related professional fees, travel and other expenses	 	323	 		 	1,035	 		 	4,860	 		 	2,027	 	
							 	
Subtotal	 	1,200	 		 	1,035	 		 	7,927	 		 	2,027	 	
							 	
Total acquisition related expenses, amortizations and adjustments		1,496				1,736				9,390				3,773		
Tax effect	 	(488	)		 	(658	)		 	(3,148	)		 	(1,434	)	
							 	
Total acquisition related expenses, amortizations and adjustments, net of tax	$	1,008	 		$	1,078	 		$	6,242	 		$	2,339	 	

The acquisition related expenses, amortizations and adjustments above were recorded in the following Consolidated Statements of Income categories for the three and twelve months ended December 31, 2012 and 2011:	
		 		
	Three Months Ended		Twelve Months Ended	
	December 31,		December 31,	
	2012	 	 	2011	 		2012	 	 	2011	 	
							 	
Revenue (adjustments to deferred revenue recognized in the period)	$	377			$	207			$	1,528			$	362		
Cost of goods sold	 	154	 		 	99	 		 	1,086	 		 	165	 	
							 	
Subtotal	 	531	 		 	306	 		 	2,614	 		 	527	 	
							 	
Selling, general and administrative expenses		330				1,133				4,510				2,557		
Research and development expenses	 	635	 		 	297	 		 	2,266	 		 	689	 	
							 	
Subtotal	 	965	 		 	1,430	 		 	6,776	 		 	3,246	 	
							 	
Total acquisition related expenses, amortizations and adjustments		1,496				1,736				9,390				3,773		
Tax effect	 	(488	)		 	(658	)		 	(3,148	)		 	(1,434	)	
							 	
Total acquisition related expenses, amortizations and adjustments, net of tax	$	1,008	 		$	1,078	 		$	6,242	 		$	2,339	 	

Supplemental Information
Stock-based Compensation Expense
(Unaudited)
(In thousands)	
	 		 		
		Three Months Ended		Twelve Months Ended	
		December 31,		December 31,	
		2012	 	 	2011	 		2012	 	 	2011	 	
								 	
Stock-based compensation expense included in cost of sales		$	118	 		$	132	 		$	422	 		$	412	 	
								 	
Selling, general and administrative expense			1,146				1,220				4,351				4,316		
Research and development expense		 	1,217	 		 	1,362	 		 	4,491	 		 	4,441	 	
								 	
Stock-based compensation expense included in operating expenses		 	2,363	 		 	2,582	 		 	8,842	 		 	8,757	 	
								 	
Total stock-based compensation expense			2,481				2,714				9,264				9,169		
Tax benefit for expense associated with non-qualified options		 	(318	)		 	(303	)		 	(1,234	)		 	(1,321	)	
								 	
Total stock-based compensation expense, net of tax		$	2,163	 		$	2,411	 		$	8,030	 		$	7,848	 	

Reconciliation of GAAP net income per share, diluted, to
Non-GAAP net income per share, diluted
(Unaudited)	
	 		 		
		Three Months Ended		Twelve Months Ended	
		December 31,		December 31,	
		2012	 	2011		2012	 	 	2011	
								 	
GAAP earnings per common share – diluted		$	0.06		$	0.48		$	0.74			$	2.12	
								 	
Acquisition related expenses, amortizations and adjustments			0.02			0.02			0.10				0.04	
Stock-based compensation expense			0.03			0.04			0.13				0.12	
Bargain purchase gain – NSN BBA acquisition		-		-		 	(0.03	)		-	
								 	
Non-GAAP earnings per common share – diluted		$	0.11		$	0.54		$	0.94	 		$	2.28	

CONTACT:
ADTRAN, Inc.
Jim Matthews, 256-963-8775
Senior Vice President/CFO
or
INVESTOR SERVICES/ASSISTANCE:
Gayle Ellis, 256-963-8220

EXHIBIT 99.2

Product and Segment Revenues
(Unaudited)
(In thousands)

	Three Months Ended	 	Twelve Months Ended	
	December 31,		December 31,	
	 	2012	 	 	 	2011	 		 	2012	 	 	 	2011	 	
Product Revenues:								
Carrier Systems	$	90,056			$	101,271			$	399,646			$	420,289		
Business Networking		32,972				45,205				149,304				162,186		
Loop Access	 	16,728	 		 	28,810	 		 	71,664	 		 	134,754	 	
Total	$	139,756	 		$	175,286	 		$	620,614	 		$	717,229	 	
							 	
Subcategories included in the above:								
Broadband Access (included in Carrier Systems)	$	70,088			$	73,978			$	320,076			$	289,776		
Optical Access (included in Carrier Systems)		12,337				17,313				51,755				82,535		
Internetworking (Netvanta & Multi-service Access
Gateways) (included in Business Networking)	 	31,638	 		 	43,118	 		 	142,958	 		 	151,536	 	
Total Core Products	 	114,063	 		 	134,409	 		 	514,789	 		 	523,847	 	
Percentage of Total Revenue		82	%			77	%			83	%			73	%	
							 	
HDSL (does not include T1) (included in Loop
Access)		15,624				26,685				66,974				126,976		
Other Products (excluding HDSL)	 	10,069	 		 	14,192	 		 	38,851	 		 	66,406	 	
Total Legacy Products	 	25,693	 		 	40,877	 		 	105,825	 		 	193,382	 	
Percentage of Total Revenue		18	%			23	%			17	%			27	%	
							 	
Total	$	139,756	 		$	175,286	 		$	620,614	 		$	717,229	 	
							 	
Segment Revenues:								
Carrier Networks	$	110,793			$	134,235			$	492,096			$	569,579		
Enterprise Networks	 	28,963	 		 	41,051	 		 	128,518	 		 	147,650	 	
Total	$	139,756	 		$	175,286	 		$	620,614	 		$	717,229	 	
							 	
Sales by Geographic Region:								
United States	$	110,565			$	148,535			$	470,369			$	632,795		
International	 	29,191	 		 	26,751	 		 	150,245	 		 	84,434	 	
Total	$	139,756	 		$	175,286	 		$	620,614	 		$	717,229