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 9, 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 July 9, 2013, ADTRAN, Inc. announced its financial results for the fiscal quarter ended June 30, 2013 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 25, 2013.  The ex-dividend date is July 23, 2013 and the payment date is August 8, 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 June 30, 2013 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 9, 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 July 10, 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 July 9, 2013	
99.2	Revenues by product and segment classification	

Exhibit 99.1
ADTRAN, Inc. Reports Results for the Second Quarter 2013 and Declares Quarterly Cash Dividend

HUNTSVILLE, Ala.--(BUSINESS WIRE)--July 9, 2013--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the second quarter 2013. For the quarter, sales were $162,233,000 compared to $183,998,000 for the second quarter of 2012. Net income was $9,859,000 for the quarter compared to $21,070,000 for the second quarter of 2012. Earnings per share, assuming dilution, were $0.17 for the quarter compared to $0.33 for the second quarter of 2012. Non-GAAP earnings per share for the quarter were $0.21 compared to $0.38 for the second quarter of 2012. 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, “Continuing improvement in our Internetworking and Broadband Access product areas led revenues which exceeded estimates for the quarter. During the quarter we benefited from market share gains, the geographic expansion we began last year and an improved spending environment.”
The Company also announced that its Board of Directors declared a cash dividend for the second quarter of 2013. The quarterly cash dividend is $0.09 per common share to be paid to holders of record at the close of business on July 25, 2013. The ex-dividend date is July 23, 2013 and the payment date is August 8, 2013.
The Company confirmed that its second quarter conference call will be held Wednesday, July 10, 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, 2012 and on Form 10-Q for the quarter ended March 31, 2013. 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,
2013	 	December 31,
2012	
Assets		 				
Cash and cash equivalents			$	 	 	 	 	 	37,559		$	68,457	
Short-term investments									152,581			160,481	
Accounts receivable, net									103,516			81,194	
Other receivables									18,820			16,253	
Inventory									87,773			102,583	
Prepaid expenses									4,926			4,148	
Deferred tax assets, net		 	 	 	 	 	 	 	13,114		 	13,055	
Total Current Assets									418,289			446,171	
					 	
Property, plant and equipment, net									77,670			80,246	
Deferred tax assets, net									12,171			10,261	
Goodwill									3,492			3,492	
Other assets									12,046			13,482	
Long-term investments		 	 	 	 	 	 	 	292,660		 	332,729	
					 	
Total Assets		 	$	 	 	 	 	 	816,328		$	886,381	
					 	
Liabilities and Stockholders' Equity						
Accounts payable			$						62,097		$	42,173	
Unearned revenue									25,808			38,051	
Accrued expenses									12,020			10,309	
Accrued wages and benefits									14,093			15,022	
Income tax payable, net		 	 	 	 	 	 	 	2,317		 	1,211	
Total Current Liabilities									116,335			106,766	
					 	
Non-current unearned revenue									25,266			23,803	
Other non-current liabilities									19,042			17,406	
Bonds payable		 	 	 	 	 	 	 	46,000		 	46,000	
Total Liabilities									206,643			193,975	
					 	
Stockholders' Equity		 	 	 	 	 	 	 	609,685		 	692,406	
					 	
Total Liabilities and Stockholders' Equity		 	$	 	 	 	 	 	816,328		$	886,381	

 	

Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)	
 	
	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2013	 	2012		2013	 	2012	
								 	
Sales		$	162,233			$	183,998			$	305,246			$	318,733		
Cost of sales		 	82,435	 		 	88,797	 		 	155,771	 		 	149,445	 	
								 	
Gross Profit			79,798				95,201				149,475				169,288		
								 	
Selling, general and administrative expenses			32,685				35,905				63,288				69,017		
Research and development expenses		 	33,060	 		 	32,458	 		 	65,571	 		 	57,252	 	
								 	
Operating Income			14,053				26,838				20,616				43,019		
								 	
Interest and dividend income			1,674				1,926				3,442				3,787		
Interest expense			(575	)			(581	)			(1,156	)			(1,168	)	
Net realized investment gain			1,553				2,356				5,198				4,823		
Other income (expense), net			129				492				(1,543	)			633		
Gain on bargain purchase of a business		 	-	 		 	1,753	 		 	-	 		 	1,753	 	
								 	
Income before provision for income taxes			16,834				32,784				26,557				52,847		
								 	
Provision for income taxes		 	(6,975	)		 	(11,714	)		 	(8,808	)		 	(18,816	)	
								 	
Net Income		$	9,859	 		$	21,070	 		$	17,749	 		$	34,031	 	
								 	
Weighted average shares outstanding - basic			59,056				63,619				60,443				63,720		
Weighted average shares outstanding - diluted (1)			59,311				64,393				60,660				64,628		
								 	
Earnings per common share - basic		$	0.17			$	0.33			$	0.29			$	0.53		
Earnings per common share - diluted (1)		$	0.17			$	0.33			$	0.29			$	0.53		
								 	
(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,	
		2013	 	2012		2013	 	2012	
								 	
Net Income		$	9,859	 		$	21,070	 		$	17,749	 		$	34,031	
								 	
Other Comprehensive Income (Loss), net of tax:									
								 	
Unrealized gains (losses) on available-for-sale securities			(1,698	)			(5,235	)			(3,342	)			1,522	
Foreign currency translation		 	(1,713	)		 	(96	)		 	(1,390	)		 	58	
								 	
Other Comprehensive Income (Loss), net of tax		 	(3,411	)		 	(5,331	)		 	(4,732	)		 	1,580	
								 	
Comprehensive Income (Loss), net of tax		$	6,448	 		$	15,739	 		$	13,017	 		$	35,611	

 	

Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)	
 	
	 	Six Months Ended	
		June 30,	
		2013	 	2012	
Cash flows from operating activities:					
Net income		$	17,749			$	34,031		
Adjustments to reconcile net income to net cash provided by operating activities:					
Depreciation and amortization			7,373				6,615		
Amortization of net premium on available-for-sale investments			3,315				4,330		
Net realized gain on long-term investments			(5,198	)			(4,823	)	
Net (gain) loss on disposal of property, plant and equipment			17				(204	)	
Gain on bargain purchase of a business			-				(1,753	)	
Stock-based compensation expense			4,340				4,432		
Deferred income taxes			150				(2,427	)	
Tax benefit from stock option exercises			21				1,701		
Excess tax benefits from stock-based compensation arrangements			(21	)			(1,346	)	
Change in operating assets and liabilities:					
Accounts receivable, net			(23,018	)			(43,062	)	
Other receivables			(2,727	)			1,997		
Inventory			13,336				5,548		
Prepaid expenses and other assets			(665	)			(1,527	)	
Accounts payable			20,252				12,877		
Accrued expenses and other liabilities			(6,587	)			13,099		
Income tax payable, net		 	1,094	 		 	7,508	 	
Net cash provided by operating activities			29,431				36,996		
				 	
Cash flows from investing activities:					
Purchases of property, plant and equipment			(3,667	)			(7,787	)	
Proceeds from disposals of property, plant and equipment			-				266		
Proceeds from sales and maturities of available-for-sale investments			224,163				138,307		
Purchases of available-for-sale investments			(179,730	)			(161,849	)	
Acquisition of business		 	-	 		 	7,496	 	
Net cash provided by (used in) investing activities			40,766				(23,567	)	
				 	
Cash flows from financing activities:					
Proceeds from stock option exercises			819				4,328		
Purchases of treasury stock			(89,917	)			(13,432	)	
Dividend payments			(10,982	)			(11,476	)	
Excess tax benefits from stock-based compensation arrangements		 	21	 		 	1,346	 	
Net cash used in financing activities			(100,059	)			(19,234	)	
				 	
Net decrease in cash and cash equivalents			(29,862	)			(5,805	)	
Effect of exchange rate changes			(1,036	)			(206	)	
Cash and cash equivalents, beginning of period		 	68,457	 		 	42,979	 	
				 	
Cash and cash equivalents, end of period		$	37,559	 		$	36,968	 	

 	
 	
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, 2013 and 2012 for both transactions are as follows:	
 	
	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2013	 	2012		2013	 	2012	
Bluesocket, Inc. acquisition									
Amortization of acquired intangible assets and other purchase accounting adjustments		$	287	 		$	378	 		$	580	 		$	862	 	
								 	
NSN BBA acquisition									
Amortization of acquired intangible assets			288				172				582				172		
Amortization of other purchase accounting adjustments			342				1,052				752				1,052		
Acquisition related professional fees, travel and other expenses		 	82	 		 	2,705	 		 	236	 		 	4,285	 	
								 	
Subtotal		 	712	 		 	3,929	 		 	1,570	 		 	5,509	 	
								 	
Total acquisition related expenses, amortizations and adjustments			999				4,307				2,150				6,371		
Provision for income taxes		 	(333	)		 	(1,361	)		 	(713	)		 	(2,039	)	
								 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	666	 		$	2,946	 		$	1,437	 		$	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, 2013 and 2012:	
 	
		Three Months Ended		Six Months Ended	
		June 30,		June 30,	
		2013		2012		2013		2012	
								 	
Revenue (adjustments to deferred revenue recognized in the period)		$	235			$	508			$	497			$	654		
Cost of goods sold		 	64	 		 	669	 		 	151	 		 	806	 	
								 	
Subtotal		 	299	 		 	1,177	 		 	648	 		 	1,460	 	
								 	
Selling, general and administrative expenses			113				2,361				274				3,922		
Research and development expenses		 	587	 		 	769	 		 	1,228	 		 	989	 	
								 	
Subtotal		 	700	 		 	3,130	 		 	1,502	 		 	4,911	 	
								 	
Total acquisition related expenses, amortizations and adjustments			999				4,307				2,150				6,371		
Provision for income taxes		 	(333	)		 	(1,361	)		 	(713	)		 	(2,039	)	
								 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	666	 		$	2,946	 		$	1,437	 		$	4,332	 	

 	

Supplemental Information
Stock-based Compensation Expense
(Unaudited)
(In thousands)	
 	
	 	Three Months Ended	 	Six Months Ended	
		June 30,		June 30,	
		2013	 	2012		2013	 	2012	
								 	
Stock-based compensation expense included in cost of sales		$	110	 		$	97	 		$	216	 		$	198	 	
								 	
Selling, general and administrative expense			1,042				1,047				2,105				2,098		
Research and development expense		 	956	 		 	1,067	 		 	2,019	 		 	2,136	 	
								 	
Stock-based compensation expense included in operating expenses		 	1,998	 		 	2,114	 		 	4,124	 		 	4,234	 	
								 	
Total stock-based compensation expense			2,108				2,211				4,340				4,432		
Tax benefit for expense associated with non-qualified options		 	(310	)		 	(302	)		 	(617	)		 	(603	)	
								 	
Total stock-based compensation expense, net of tax		$	1,798	 		$	1,909	 		$	3,723	 		$	3,829	 	

 	

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,	
		2013	 	2012		2013	 	2012	
								 	
GAAP earnings per common share – diluted		$	0.17		$	0.33			$	0.29		$	0.53		
								 	
Acquisition related expenses, amortizations and adjustments			0.01			0.05				0.02			0.07		
Stock-based compensation expense			0.03			0.03				0.06			0.06		
Gain on bargain purchase of business		-		 	(0.03	)		-		 	(0.03	)	
								 	
Non-GAAP earnings per common share – diluted		$	0.21		$	0.38	 		$	0.37		$	0.63	 	

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,	
	 	2013	 	 	 	2012	 		 	2013	 	 	 	2012	 	
Product Revenues:								
Carrier Systems	$	105,537			$	126,755			$	198,341			$	198,013		
Business Networking		45,379				36,590				83,455				79,732		
Loop Access	 	11,317	 		 	20,653	 		 	23,450	 		 	40,988	 	
Total	$	162,233	 		$	183,998	 		$	305,246	 		$	318,733	 	
							 	
Subcategories included in the above:								
Broadband Access (included in Carrier Systems)	$	81,628			$	106,042			$	153,862			$	155,524		
Optical (included in Carrier Systems)		15,986				14,003				24,860				28,258		
Internetworking (Netvanta & Multi-service Access
Gateways) (included in Business Networking)	 	43,922	 		 	34,935	 		 	80,834	 		 	75,909	 	
Total Core Products	 	141,536	 		 	154,980	 		 	259,556	 		 	259,691	 	
Percentage of Total Revenue		87	%			84	%			85	%			81	%	
							 	
HDSL (does not include T1) (included in Loop
Access)		10,289				19,465				21,696				38,424		
Other Products (excluding HDSL)	 	10,408	 		 	9,553	 		 	23,994	 		 	20,618	 	
Total Legacy Products	 	20,697	 		 	29,018	 		 	45,690	 		 	59,042	 	
Percentage of Total Revenue		13	%			16	%			15	%			19	%	
							 	
Total	$	162,233	 		$	183,998	 		$	305,246	 		$	318,733	 	
							 	
Segment Revenues:								
Carrier Networks	$	123,333			$	152,707			$	233,220			$	249,361		
Enterprise Networks	 	38,900	 		 	31,291	 		 	72,026	 		 	69,372	 	
Total	$	162,233	 		$	183,998	 		$	305,246	 		$	318,733	 	
							 	
Sales by Geographic Region:								
United States	$	127,487			$	130,389			$	235,593			$	246,832		
International	 	34,746	 		 	53,609	 		 	69,653	 		 	71,901	 	
Total	$	162,233	 		$	183,998	 		$	305,246	 		$	318,733