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):   April 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 April 9, 2013, ADTRAN, Inc. announced its financial results for the fiscal quarter ended March 31, 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 April 25, 2013.  The ex-dividend date is April 23, 2013 and the payment date is May 9, 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 March 31, 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 April 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 April 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 April 9, 2013	
		 	
99.2		Revenues by product and segment classification	

Exhibit 99.1
ADTRAN, Inc. Reports Results for the First Quarter 2013 and Declares Quarterly Cash Dividend
HUNTSVILLE, Ala.--(BUSINESS WIRE)--April 9, 2013--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the first quarter 2013. For the quarter, sales were $143,013,000 compared to $134,735,000 for the first quarter of 2012. Net income was $7,890,000 for the quarter compared to $12,960,000 for the first quarter of 2012. Earnings per share, assuming dilution, were $0.13 for the quarter compared to $0.20 for the first quarter of 2012. Non-GAAP earnings per share for the quarter were $0.17 compared to $0.25 for the first 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, “Operating results for the quarter came in as expected with our domestic carrier business continuing to solidify and our overall revenue positively impacted by sequential growth internationally and in our Enterprise business. We believe our company is well positioned for an improving spending environment in our markets and strategic investments by our carrier customers.”
The Company also announced that its Board of Directors declared a cash dividend for the first 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 April 25, 2013. The ex-dividend date is April 23, 2013 and the payment date is May 9, 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 first quarter conference call will be held Wednesday, April 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 http://www.adtran.com or http://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 http://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 http://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. 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)	
 	
	 	March 31,
2013	 	December 31,
2012	
Assets					
Cash and cash equivalents		$	58,640		$	68,457	
Short-term investments			189,236			160,481	
Accounts receivable, net			82,102			81,194	
Other receivables			16,164			16,253	
Inventory			95,767			102,583	
Prepaid expenses			4,419			4,148	
Deferred tax assets, net		 	12,972		 	13,055	
Total Current Assets			459,300			446,171	
				 	
Property, plant and equipment, net			77,781			80,246	
Deferred tax assets, net			10,680			10,261	
Goodwill			3,492			3,492	
Other assets			12,599			13,482	
Long-term investments		 	310,484		 	332,729	
				 	
Total Assets		$	874,336		$	886,381	
				 	
Liabilities and Stockholders' Equity					
Accounts payable		$	48,933		$	42,173	
Unearned revenue			33,563			38,051	
Accrued expenses			11,117			10,309	
Accrued wages and benefits			16,479			15,022	
Income tax payable, net		 	1,585		 	1,211	
Total Current Liabilities			111,677			106,766	
				 	
Non-current unearned revenue			24,990			23,803	
Other non-current liabilities			18,541			17,406	
Bonds payable		 	46,000		 	46,000	
Total Liabilities			201,208			193,975	
				 	
Stockholders' Equity		 	673,128		 	692,406	
				 	
Total Liabilities and Stockholders' Equity		$	874,336		$	886,381	

 	

Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)	
 	
 		 	Three Months Ended	
			March 31,	
			2013	 	2012	
					 	
Sales		$	143,013			$	134,735		
Cost of sales		 	73,336	 		 	60,648	 	
					 	
Gross Profit			69,677				74,087		
					 	
Selling, general and administrative expenses			30,603				33,111		
Research and development expenses		 	32,511	 		 	24,795	 	
					 	
Operating Income			6,563				16,181		
					 	
Interest and dividend income			1,768				1,861		
Interest expense			(581	)			(588	)	
Net realized investment gain			3,645				2,467		
Other income (expense), net		 	(1,672	)		 	141	 	
					 	
Income before provision for income taxes			9,723				20,062		
					 	
Provision for income taxes		 	(1,833	)		 	(7,102	)	
					 	
Net Income		$	7,890	 		$	12,960	 	
					 	
Weighted average shares outstanding - basic			61,847				63,809		
Weighted average shares outstanding - diluted (1)			62,030				64,849		
					 	
Earnings per common share - basic		$	0.13			$	0.20		
Earnings per common share - diluted (1)		$	0.13			$	0.20		
					 	
(1) Assumes exercise of dilutive stock options calculated under the treasury stock method.	

 	

Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)	
 	
	 	Three Months Ended	
		March 31,	
		2013	 	2012	
				 	
Net Income		$	7,890	 		$	12,960	
				 	
Other Comprehensive Income (Loss), net of tax:					
				 	
Unrealized gains (losses) on available-for-sale securities			(1,644	)			6,757	
Foreign currency translation		 	323	 		 	153	
				 	
Other Comprehensive Income (Loss), net of tax		 	(1,321	)		 	6,910	
				 	
Comprehensive Income, net of tax		$	6,569	 		$	19,870	

 	

Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)	
 	
	 	Three Months Ended		
		March 31,		
		2013	 	 	 	2012		
Cash flows from operating activities:								
Net income		$	7,890					$	12,960			
Adjustments to reconcile net income to net cash provided by operating activities:								
Depreciation and amortization			3,663						3,095			
Amortization of net premium on available-for-sale investments			1,754						2,171			
Net realized gain on long-term investments			(3,645	)					(2,467	)		
Net (gain) loss on disposal of property, plant and equipment			17						(214	)		
Stock-based compensation expense			2,232						2,221			
Deferred income taxes			715						(2,030	)		
Tax benefit from stock option exercises			-						1,492			
Excess tax benefits from stock-based compensation arrangements			-						(1,153	)		
Change in operating assets and liabilities:								
Accounts receivable, net			(1,306	)					1,334			
Other receivables			(224	)					1,706			
Inventory			6,540						(8,005	)		
Prepaid expenses and other assets			(217	)					(710	)		
Accounts payable			7,262						1,831			
Accrued expenses and other liabilities			1,188						5,287			
Income tax payable, net		 	379	 				 	7,017	 		
Net cash provided by operating activities			26,248						24,535			
							 	
Cash flows from investing activities:								
Purchases of property, plant and equipment			(735	)					(4,086	)		
Proceeds from disposals of property, plant and equipment			-						266			
Proceeds from sales and maturities of available-for-sale investments			118,133						69,364			
Purchases of available-for-sale investments		 	(125,411	)				 	(95,646	)		
Net cash used in investing activities			(8,013	)					(30,102	)		
							 	
Cash flows from financing activities:								
Proceeds from stock option exercises			55						3,560			
Purchases of treasury stock			(22,546	)					-			
Dividend payments			(5,586	)					(5,739	)		
Excess tax benefits from stock-based compensation arrangements		 	-	 				 	1,153	 		
Net cash used in financing activities			(28,077	)					(1,026	)		
							 	
Net decrease in cash and cash equivalents			(9,842	)					(6,593	)		
Effect of exchange rate changes			25						153			
Cash and cash equivalents, beginning of period		 	68,457	 				 	42,979	 		
							 	
Cash and cash equivalents, end of period		$	58,640	 				$	36,539	 		

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 months ended March 31, 2013 and 2012 for both transactions are as follows:

	 	Three Months Ended	
		March 31,	
		2013	 	2012	
Bluesocket, Inc. acquisition					
Amortization of acquired intangible assets and other purchase accounting adjustments		$	293			$	484		
				 	
NSN BBA acquisition					
Amortization of acquired intangible assets			294				-		
Amortization of other purchase accounting adjustments			410				-		
Acquisition related professional fees, travel and other expenses		 	154	 		 	1,580	 	
				 	
Subtotal		 	858	 		 	1,580	 	
				 	
Total acquisition related expenses, amortizations and adjustments			1,151				2,064		
Tax effect		 	(380	)		 	(803	)	
				 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	771	 		$	1,261	 	
								 	
The acquisition related expenses, amortizations and adjustments above were recorded in the following Consolidated Statements of Income categories for the three months ended March 31, 2013 and 2012:

	 	Three Months Ended	
		March 31,	
		2013	 	2012	
				 	
Revenue (adjustments to deferred revenue recognized in the period)		$	262			$	146		
Cost of goods sold		 	87	 		 	137	 	
				 	
Subtotal		 	349	 		 	283	 	
				 	
Selling, general and administrative expenses			161				1,561		
Research and development expenses		 	641	 		 	220	 	
				 	
Subtotal		 	802	 		 	1,781	 	
				 	
Total acquisition related expenses, amortizations and adjustments			1,151				2,064		
Tax effect		 	(380	)		 	(803	)	
				 	
Total acquisition related expenses, amortizations and adjustments, net of tax		$	771	 		$	1,261	 	

 	

Supplemental Information
Stock-based Compensation Expense
(Unaudited)
(In thousands)	
 	
	 	Three Months Ended	
		March 31,	
		2013	 	2012	
				 	
Stock-based compensation expense included in cost of sales		$	106	 		$	101	 	
				 	
Selling, general and administrative expense			1,063				1,051		
Research and development expense		 	1,063	 		 	1,069	 	
				 	
Stock-based compensation expense included in operating expenses		 	2,126	 		 	2,120	 	
				 	
Total stock-based compensation expense			2,232				2,221		
Tax benefit for expense associated with non-qualified options		 	(307	)		 	(301	)	
				 	
Total stock-based compensation expense, net of tax		$	1,925	 		$	1,920	 	

 	

Reconciliation of GAAP net income per share, diluted, to
Non-GAAP net income per share, diluted
(Unaudited)	
 	
	 	Three Months Ended	
		March 31,	
		2013	 	2012	
				 	
GAAP earnings per common share – diluted		$	0.13		$	0.20	
				 	
Acquisition related expenses, amortizations and adjustments			0.01			0.02	
Stock-based compensation expense		 	0.03		 	0.03	
				 	
Non-GAAP earnings per common share – diluted		$	0.17		$	0.25	

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	
	March 31,	
	 	2013	 	 	 	2012	 	
Product Revenues:				
Carrier Systems	$	92,804			$	71,258		
Business Networking		38,076				43,142		
Loop Access	 	12,133	 		 	20,335	 	
Total	$	143,013	 		$	134,735	 	
			 	
Subcategories included in the above:				
Broadband Access (included in Carrier Systems)	$	72,234			$	49,482		
Optical Access (included in Carrier Systems)		8,874				14,255		
Internetworking (Netvanta & Multi-service Access Gateways) (included in Business Networking)	 	36,912	 		 	40,974	 	
Total Core Products	 	118,020	 		 	104,711	 	
Percentage of Total Revenue		83	%			78	%	
			 	
HDSL (does not include T1) (included in Loop Access)		11,407				18,959		
Other Products (excluding HDSL)	 	13,586	 		 	11,065	 	
Total Legacy Products	 	24,993	 		 	30,024	 	
Percentage of Total Revenue		17	%			22	%	
			 	
Total	$	143,013	 		$	134,735	 	
			 	
Segment Revenues:				
Carrier Networks	$	109,887			$	96,654		
Enterprise Networks	 	33,126	 		 	38,081	 	
Total	$	143,013	 		$	134,735	 	
			 	
Sales by Geographic Region:				
United States	$	108,106			$	116,443		
International	 	34,907	 		 	18,292	 	
Total	$	143,013	 		$	134,735