<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             ______________________

                                    FORM 10-K

(Mark One)

       /X/ For the fiscal year ended October 31, 1996

                                        OR

       / /  For the Transition period from ___________ to ___________

                              Commission File No. 0-1424

                            ADC Telecommunications, Inc.
-------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Minnesota                                       41-0743912
----------------------------------------             --------------------------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

       12501 Whitewater Drive
        Minnetonka, Minnesota                                    55343
----------------------------------------             --------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (612) 938-8080

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock,
                                                                $.02 par value
                                                              Common Stock
                                                                Purchase Rights

    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.  /X/ Yes   / / No

    The aggregate market value of voting stock held by nonaffiliates of the 
registrant, as of January 2, 1997, was approximately $3,950,151,836 (based on
the last sale price of such stock as reported by the Nasdaq Stock Market 
National Market).

    The number of shares outstanding of the registrant's common stock, $.20 
par value, as of January 2, 1997, was 130,481,850.

    Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained 
herein, and will not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this Form 10-K.  / /

                       DOCUMENTS INCORPORATED BY REFERENCE

    Pursuant to General Instruction G(3), the responses to Items 10, 11, 12 
and 13 of Part III of this report are incorporated herein by reference to the 
information contained in the Company's definitive proxy statement for its 
1997 Annual Meeting of Shareholders to be filed with the Securities and 
Exchange Commission on or before February 25, 1997.

<PAGE>
                                     PART I

ITEM 1.  BUSINESS

    ADC designs, manufactures and markets transmission and enterprise 
networking systems and connectivity products for use in fiber optic, twisted 
pair, coaxial and wireless broadband global networks.  The Company's wide 
range of products employ fiber optic, hybrid fiber coax, wireless and 
traditional copper-based technologies.  The Company's customers include: 
public network providers, which consist of all seven of the Regional Bell 
Operating Companies (RBOCs), other telephone companies, long distance 
carriers, wireless service providers, major cable TV operators and other 
domestic public network providers; private and governmental network providers 
(such as various large business customers and governmental agencies); 
international network operators; and major telecommunications Original 
Equipment Manufacturers (OEMs).  The Company's products enable these network 
providers to build and upgrade their networks to support increasing user 
demand for voice, data and video services. 

    As used in this report, unless the context otherwise requires, the terms 
"Company" and "ADC" refer to ADC Telecommunications, Inc. and its wholly 
owned and majority owned subsidiaries; 1994, 1995 and 1996 refer to the 
Company's fiscal years ended October 31, 1994, 1995 and 1996, respectively; 
and 1997 refers to the Company's fiscal year ending October 31, 1997. 

INDUSTRY BACKGROUND

    Since the 1970's, the telecommunications equipment industry has grown and 
changed substantially, primarily as a result of continuous technological 
development; increased demand for the high speed transmission of data and 
video traffic and the convergence of all network traffic into integrated 
multimedia services over public and private networks; and a changing 
regulatory and competitive environment.  The Company believes that these 
trends will continue to drive changes in the telecommunications equipment 
industry for the foreseeable future.

    Several important technological developments have spurred the evolution 
of the telecommunications equipment industry.  One important technological 
change has been the deployment of fiber optic transmission systems.  In a 
fiber optic system, lasers transmit voice, data and video traffic in the form 
of analog or digital coded light pulses through glass fibers.  The increasing 
shift to fiber optic transmission systems has been principally due to the 
ability of fiber optics to carry large volumes of information at high speeds, 
its insensitivity to electromagnetic interference and the high transmission 
quality made possible by the physical properties of light.

    The development of cost-effective digital technology has allowed greater 
capacity (or speed) in network transmission and has resulted in an increasing 
trend over the past decade to replace analog technology in copper, fiber and 
wireless transmission networks.  In analog technology, information is 
converted to a voltage or current wave form for processing or transmission.  
In digital technology, information is converted to digital bits and then 
processed or transmitted using computer based components.  Very high-speed 
digital technology

                                      2
<PAGE>

developments such as cell based Asynchronous Transfer Mode (ATM) technologies 
and Synchronous Optical NETwork (SONET) technologies have enabled network 
providers to transmit increasing amounts of data and video communications.

    Another important technological change in the telecommunications 
marketplace is the use of integrated circuits in both public and private 
telecommunications networks, facilitating significantly more complex 
networks. Network equipment utilizing integrated circuits is increasingly 
performing the high speed switching, network performance monitoring, network 
management, information compression, data translation and other complex 
functions required to address expanding users' needs. 

    More recently, wireless technology developments are having an impact on 
the telecommunications equipment industry.  There has been substantial growth 
in wireless communications such as cellular telephone services and 
satellite-based services, and significant preparations for increasing use of 
Personal Communications Services (PCS) communications, Multichannel, 
Multipoint Distribution Systems (MMDS) for wireless cable services and 
wireless data and paging services.  This growth has been spurred by the 
convenience of mobility and the limits of wireline infrastructure.  In 
particular, in countries without reliable or extensive wireline systems, 
wireless service could ultimately provide the primary service platform for 
both mobile and fixed telecommunications applications, because of the 
potential savings in installation time and  cost.  The Company believes that 
in future years the continuing development of wireless communications 
technology could substantially extend the reach of current communications 
networks.

    Finally, over the past two years, Digital Subscriber Line (DSL) 
technology advancements have resulted in a resurgence of copper-based 
transmission of high bandwidth services to business customers.  The Company 
believes that in future years the continuing development of DSL technology 
could enable network providers to transport residential broadband services 
over copper-based systems in certain applications.

    Demands on network infrastructure have grown substantially in the past 
decade.  Networks increasingly are required to transmit large volumes of data 
and video for the purpose of communicating information, conducting business 
and delivering entertainment.  In addition, both public and private network 
customers are requesting the convergence of their voice, data and video 
traffic into integrated multimedia services transmitted over one network.  
Such demands have prompted the development and use of "broadband" networks, 
which feature the improved reliability and increased speed of transmission 
generally required for data and video transmission over the network.  
Specifically, the industry term "broadband" refers to all transmission speeds 
of T1 (1.544 million bits per second) and higher.  Growth in broadband 
network applications has fueled increased infrastructure investment by 
network operators in order to expand network capacity and provide new 
applications and services to meet users' needs. 

    The evolution in technology and user needs has been accompanied by 
changes in the domestic and international regulatory environment.  Since the 
divestiture of the AT&T regional operating companies in 1984 (under a consent 
decree), the RBOCs have been prevented from

                                      3
<PAGE>

manufacturing equipment for use in telecommunications networks.  As the RBOCs 
have embarked on aggressive expansion plans, significant opportunities have 
been created for independent telecommunications equipment manufacturers such 
as the Company.

    In February 1996, the U.S. Congress enacted the Telecommunications Reform 
Act of 1996 (the Telecommunications Act), which opened competition for local 
loop access services to local telephone companies, long distance telephone 
companies, cable TV companies, electric utilities and potentially others.  
The Telecommunications Act represents a fundamental change from the 
Communications Act of 1934 (the basis of the U.S. telephone industry 
structure prior to 1996) which protected franchised monopolies in local 
telephone service.  The Telecommunications Act also allows the RBOCs to 
provide long distance service and manufacture telecommunications equipment 
under certain circumstances, a significant change from the 1984 consent 
decree which required divestiture of the AT&T regional operating companies.  
The objective of the Telecommunications Act is to reduce regulation and 
stimulate competition in telecommunications services, which in turn is 
expected to result in more rapid introduction of new technologies and 
services, better quality of service, a broader range of service options, 
lower costs to consumers and stimulation of the overall economy through an 
improved information system infrastructure.

    Since the passage of the Telecommunications Act, the Federal 
Communications Commission (FCC) and the federal courts, as well as various 
state governments and agencies, have initiated activities to define and 
establish rules for implementation of the new law. The Company believes that 
the impact of the Telecommunications Act in reducing regulation of and 
restrictions on the U.S. telecommunications industry will unfold over the 
next several years.

    Outside the United States, the telecommunications equipment market has 
also expanded and changed significantly in recent years, as network users 
have increasingly demanded access to voice, data and video communications 
capabilities.  Many countries without reliable or extensive wireline systems 
are seeking to develop and enhance their telecommunications infrastructure.  
This growth in demand for network services and infrastructure has been 
accompanied by changes in the international regulatory environment.  In many 
countries, government operated telecommunications monopolies are being 
converted to private network services providers, and competition among such 
carriers is expected to intensify.  Policies of deregulation and 
privatization are currently being followed in many countries, thereby 
increasing opportunities for independent companies to supply products and 
services within public telephone system markets and within private voice, 
data and video communications markets.

    The Company believes that "broadband global networking" (the emerging 
series of worldwide broadband networks) represents a key enabling capability 
for meeting the information needs of network users.  The addition of high 
speed data and video traffic has driven the need for broadband infrastructure 
and has enabled the creation of a wide range of new applications, including 
broadband Internet access and e-mail, video on demand, electronic commerce, 
distance learning, telecommuting and remote medical imaging.  The Company 
participates in this emerging broadband global network market by providing a 
broad variety of equipment, services and integrated product solutions. 

                                      4
<PAGE>

STRATEGY

    ADC's strategy is to capitalize on opportunities in the evolving global 
telecommunications market by providing equipment, services and integrated 
solutions for its customers' voice, data and video telecommunications 
networks. ADC's broad range of products addresses key areas of the 
telecommunications network infrastructure, and these products are used to 
connect physical networks, access network services, transport network traffic 
and manage networks.  ADC's diverse product offerings address the needs of 
its customers, which include the RBOCs, other telephone companies, long 
distance carriers, wireless service providers, the major cable TV operators, 
other public network providers, private network providers and 
telecommunications OEMs.

Key components of the Company's strategy include:

    FOCUS ON BROADBAND NETWORK OPPORTUNITIES.  In recent years, broadband 
requirements for both public and private networks have grown significantly. 
Accordingly, ADC is focusing its product development and marketing efforts on 
opportunities in emerging broadband networks.  In the public network market, 
broadband deployment has been driven by telephone and cable television 
providers seeking to establish the infrastructure required to offer Internet 
access, new data, video and telephony services, entertainment and other 
interactive services to residential customers over a single network.  In the 
private network market, broadband requirements have been driven by the growth 
of data, voice and video applications utilizing increasing amounts of 
bandwidth.  Examples of products developed by ADC to target these 
opportunities include the Company's Homeworx-TM- system, which has been 
designed to enable telephone and cable television companies to provide a 
range of voice, video and data services to residential customers; the 
Soneplex-Registered Trademark- product platform, which allows public network 
providers to cost effectively deliver and manage broadband services over the 
public network for their business customers; the AAC-3-TM- ATM access 
concentrator, which allows customers to gain access to high speed switched 
voice, data and video traffic on public networks from their private networks; 
and the Company's family of CityWide-TM- wireless systems, which provide 
access to, add to and extend cellular communications coverage.  In addition, 
ADC's 1996 acquisitions and joint ventures improved the Company's ability to 
target broadband network opportunities.  See "PURSUE STRATEGIC ALLIANCES AND 
ACQUISITIONS" strategy discussion below. 

    PROVIDE END-TO-END NETWORK SOLUTIONS.  ADC offers a broad line of 
telecommunications equipment that addresses customers' key network needs from 
the central office, through the local loop (the portion of a network that 
connects a subscriber's equipment to a local central office), into the 
customer premise and across enterprise networks.  Through internal 
development, acquisitions and joint ventures, ADC has formed its expertise in 
three major network areas: transmission, enterprise networking and broadband 
connectivity. In addition, during 1996, ADC significantly enhanced its 
network management and systems integration capabilities through acquisitions, 
joint ventures and internal developments to enable it to offer customers more 
complete solutions to their network needs.

                                      5
<PAGE>

    LEVERAGE TECHNOLOGICAL CAPABILITIES ACROSS PRODUCT GROUPS.  ADC has 
developed substantial expertise in fiber optics, broadband, video and 
wireless technologies.  The Company has built these core competencies through 
internal development, acquisitions, joint ventures and technology licensing 
arrangements. ADC's strategy is to leverage these core competencies across 
its product groups in order to develop new product architectures and network 
management tools for its customers' evolving voice, data and video network 
needs in various market areas.  For example, the Company is continuing 
development of its wireless technologies for use in converging wired and 
wireless applications, such as potential wireless local loop products.  See 
"PURSUE STRATEGIC ALLIANCES AND ACQUISITIONS"  strategy discussion below for 
recent wireless technology additions. 

    EXPAND INTERNATIONAL PRESENCE.  ADC believes that significant growth in 
the telecommunications equipment market will occur outside the United States 
as a result of deregulation and the need of many foreign countries to 
substantially expand or enhance their telecommunications services.  ADC's 
strategy is to continue to expand its international presence by increasing 
its international sales and marketing resources, leveraging its existing 
customer relationships, developing additional international distribution 
channels and seeking strategic alliances and acquisitions.  During 1996, this 
strategy resulted in ADC increasing its international sales approximately 
65%, to a level representing approximately 21% of total sales.  Two of the 
companies ADC acquired during 1996 and several of its new strategic alliance 
partners have their principal operations outside the United States.

    PURSUE STRATEGIC ALLIANCES AND ACQUISITIONS.  ADC has sought and intends 
to continue to seek alliances and acquisitions which will: (i) add key 
technologies that it can leverage across its businesses, (ii) broaden its 
product offerings, (iii) permit the Company to enter attractive new markets 
and (iv) expand or enhance its distribution channels.  Recent examples of 
such alliances and acquisitions include:  (i) the acquisition of Da Tel 
Fibernet, a provider of engineering, design and installation services and 
manufacturer of telecommunications infrastructure products, (ii) the 
acquisition of Information Transmission Systems Corp. (ITS), a manufacturer 
of television transmission products for the wireless cable and broadcast 
industry, (iii) the acquisition of Metrica Systems Ltd., a United Kingdom 
software design firm specializing in applications-based network management 
tools for global wireless and, increasingly, wireline networks, (iv) the 
acquisition of Skyline Technology, Inc., a manufacturer of ISDN/Frame Relay 
access products for Internet and other high-speed digital connections, (v) 
the acquisition of Solitra Oy, a Finnish wireless infrastructure company that 
designs, manufactures and markets radio frequency filters and other wireless 
base station equipment components and subsystems; (vi) the acquisition of the 
wireless infrastructure equipment group of Pacific Communication Sciences, 
Inc. (PCSI-Registered Trademark-), a provider of systems level design and 
wireless base station equipment in various wireless technologies; (vii) ADC's 
joint venture investment in PCS Solutions, LLC, a Personal Communications 
Services (PCS) company that designs, manufactures and markets cable microcell 
integrators;  (viii) ADC's joint venture with Nanjing Panda Electronics 
Company, Ltd. to provide hybrid fiber coax technology for telephony and data 
services delivery in China; (ix) ADC's joint development and marketing 
alliance with Nippon Telephone & Telegraph International (NTTI) for public 
network ATM access products; and (x) ADC's distribution

                                      6
<PAGE>

agreement with Nanjing Telecommunications Equipment Factory to market fiber 
optic cabling systems throughout China.

    The ability of the Company to effectively implement its strategy is 
subject to many uncertainties and there can be no assurance of any future 
results of the Company's activities.

PRODUCT GROUPS

    The Company's products can be categorized into three general functional 
groups: (i) transmission, (ii) enterprise networking and (iii) broadband 
connectivity.  These product groups accounted for approximately 37%, 18% and 
45%, respectively, of the Company's net sales during 1996.  Each of these 
product groups is discussed below. 

TRANSMISSION

    ADC's transmission products provide electronic and optical signal 
generation within predominantly global, public networks.  Certain of the 
transmission products also provide access to the network in order to monitor, 
test and reroute circuits within telecommunications transmission systems.  
ADC's transmission products are designed for use in copper-based, coax-based, 
fiber-based or wireless transmission networks and are sold to telephone 
companies, cable TV companies, other public network providers and to users of 
private voice, data and video networks.  Transmission products and services 
include fiber optic video delivery products, other high speed voice, data and 
video delivery and access platforms, wireless cable and broadcast TV 
transmission equipment, wireless microcell systems, wireless performance and 
network management systems, test and monitoring systems, digital repeaters 
and systems integration services and products.  Certain of the Company's 
transmission products are described below. 

DV6000-TM- SYSTEM AND OTHER FIBER VIDEO DELIVERY EQUIPMENT.  The DV6000 
system transmits a variety of signal types using a high speed, uncompressed 
digital format (at speeds up to 10 billion bits per second) over fiber in the 
super trunking portions of broadcast and interactive video networks.  This 
system is used in significant public residential broadband networks, such as 
Viacom Cable's San Francisco Bay Area video backbone network, the regional 
headend network in Florida of TCI Cablevision of Florida, Inc., and new video 
networks installed by telephone companies, including Southern New England 
Telephone Corporation (SNET) and Ameritech Corporation. The Company also 
manufactures various analog video transmission systems used in cable TV and 
broadcast applications and interactive systems for distance learning and 
campus interconnects.

HOMEWORX-TM- ACCESS TRANSPORT PLATFORM.  The Company's Homeworx access 
transport platform is a customer loop transmission system for small business 
and residential customers utilizing hybrid fiber coax technology.  The 
Homeworx system has been designed for deployment on video-only, integrated 
video and telephony and telephony-only broadband networks provided by 
telephone operating companies, cable TV companies and other 
telecommunications common carriers.  The Homeworx system has been selected 
for video-only use in the residential broadband networks of Ameritech 
Corporation, SNET, MediaOne, Cox Cable Communications, Inc. and Cable

                                      7
<PAGE>

Bahamas.  Test trials for the enhanced telephony version of the Homeworx 
system have commenced with a number of customers.  Optus Vision Pty. Ltd. in 
Australia has elected to use the telephony capability of the integrated video 
and telephony Homeworx system in its residential broadband network 
deployment, and the Company commenced shipping this product in commercial 
volumes in the first quarter of 1997.  Recently, a unit of a Malaysian 
telecommunications company, Binariang Sdn, Bhd., selected ADC's cable 
telephony equipment for construction of a network which is expected to 
provide telephony, data and cable television services to more than 100,000 
residential and commercial customers by the end of calendar 1997.  Finally, 
the cable data modem portion of the system (developed in partnership with 
NetComm Limited of Sydney, Australia) is being tested by a limited number of 
the Company's customers both in the United States and internationally.  The 
Company currently expects to begin shipping commercial volumes of the cable 
data modem product in the second half of 1997. 

SONEPLEX-Registered Trademark- SERVICE DELIVERY PLATFORM.  The Company's 
Soneplex platform is an intelligent loop access platform enabling public 
network providers to deliver T1-based services over copper or fiber for 
business customers.  The Company's Soneplex family of platforms and modules 
employ electrical-to-optical conversion for transport of voice, data and 
video over fiber facilities and High bit-rate Digital Subscriber Line (HDSL) 
transmission technology for transport of high bandwidth services over 
copper-based systems. Soneplex products also integrate remote provisioning, 
circuit performance monitoring and test access capabilities to help public 
network carriers provide reliable service at a low operational cost.  The 
Company introduced new modules and capabilities for the Soneplex platform 
(including SONET interworking and HDSL-based Internet and LAN access and 
routing) during 1996, and has the next-generation Soneplex platform under 
development for anticipated testing by a limited number of customers in 1997.

WIRELESS CABLE/BROADCAST TELEVISION TRANSMISSION EQUIPMENT.  During 1996, the 
Company entered the wireless cable and television broadcast markets with its 
purchase of ITS, which is headquartered in McMurray, Pennsylvania.  ITS 
designs and manufactures television transmission products for these markets.  
Shortly after the acquisition, ITS entered into a contract to supply 
transmitters, combiners, back-up equipment and antennas to CAI Wireless 
Systems, Inc., the first wireless cable operator to enter into a supply 
agreement with RBOCs for Multichannel Multipoint Distribution Services 
(MMDS).  ITS's wireless products complement and expand ADC's residential 
broadband product portfolio.  

CITYWIDE-TM- PRODUCTS.  The Company's family of CityWide wireless systems 
products includes the CityCell-Registered Trademark- wideband digital 
microcells for adding and extending cellular communication coverage, both 
out-of-doors and in-building.  The CitySector-Registered Trademark- microcell 
is the first fully sectorized microcell offering 25 to 100 watts of Radio 
Frequency (RF) power per sector.  Fully transparent to analog or digital 
modulation, the CityWide products have been commercially deployed by six RBOC 
cellular network providers. The next generation wideband CityCell microcell, 
currently in customer test trials, utilizes T1 copper transport rather than 
fiber transport.  The Company has begun shipping its CityRFX-Registered 
Trademark- cellular indoor antenna distribution systems and has under 
development PCS and Global System for Mobile Communications (GSM) versions of 
these systems.  The Company also offers advanced intelligent network 
solutions for its CityWide product family.

                                      8
<PAGE>

PCS EQUIPMENT.  During 1996, the Company made a joint venture investment in 
PCS Solutions, LLC, a company that designs, manufactures and markets cable 
microcell integrators (utilizing Remote Antenna Distribution or RAD 
technology).  In addition, ADC significantly advanced its PCS developments 
with its recent acquisition of the wireless infrastructure equipment group 
from PCSI-Registered Trademark-, a provider of systems level design and 
wireless base station equipment for various PCS, Cellular Digital Packet Data 
(CDPD) and paging technologies.  The Company also has developed and begun 
shipping in-building distributed antenna systems.  ADC expects to introduce 
various PCS products and systems during 1997, and to begin customer field 
trials for several of these new products during 1997. 

WIRELESS PERFORMANCE AND NETWORK MANAGEMENT SYSTEMS.  Through its acquisition 
of London-based Metrica Systems Ltd. in 1996, the Company significantly 
expanded its software product offerings.  Metrica Systems is a software 
design firm specializing in network performance management tools.  Its 
software systems are used in the infrastructure management systems of several 
wireless and, increasingly, wireline public network operators throughout the 
world.  

TEST AND MONITORING SYSTEMS.  The Company manufactures a variety of remote 
digital test and performance monitoring products for copper-based and 
fiber-based systems. 

DIGITAL REPEATERS.  The Company's copper-based digital repeaters are used 
primarily in central office applications to regenerate digital signals that 
have degraded because of transmission over long distances. 

SYSTEMS INTEGRATION SERVICES AND PRODUCTS.  During 1996, ADC significantly 
increased its systems integration capabilities with the acquisition of Da Tel 
Fibernet, a provider of engineering, design and installation services and a 
manufacturer of telecommunications infrastructure products.  Systems 
integration services relating to the Company's transmission product group are 
provided in the following areas: overall project management; technical 
consulting and design; implementation; product support; performance 
assessment; and training services.  ADC's systems integration products 
consist of multimedia systems from several ADC product areas designed 
specifically for integrated voice, data and video applications such as 
distance learning, business, medical and government networks.  The Company 
supplies its systems integration services and products primarily to telephone 
operating companies, other common carriers and users of private 
telecommunications networks.

ENTERPRISE NETWORKING

    ADC's enterprise networking products provide interconnection and 
transmission of voice, data and video signals within a private network and 
also provide access to the public network.  These products are designed for 
use in copper-based, fiber optic and wireless global networks and are sold to 
users of private voice, data and video networks, either directly or through 
telecommunications common carriers or Value Added Resellers (VARs).  
Enterprise Networking products include public network access equipment, 
internetworking products and data network

                                      9
<PAGE>

management products.  Certain of the Company's enterprise networking products 
are described below. 

PUBLIC NETWORK ACCESS EQUIPMENT.  The Company manufactures a family of 
Channel Service Unit (CSU) and Data Service Unit (DSU) products which are 
used to interconnect digitally the public network and the private network.  
This equipment monitors circuits and provides system protection and other 
network management functions.  Certain of these products also enable the 
customer to test the performance of its voice network and allow connection of 
voice, data and video circuits.  These products support T1, T3 (44.6 million 
bits per second) and OC3 (155 million bits per second) services and a variety 
of data protocols, including Frame Relay, Switched Multi-megabit Data Service 
(SMDS), ATM, ISDN, HDSL and the Internet protocols.  During 1996, the Company 
enhanced its AAC-1-TM- and AAC-3-TM- ATM access concentrators. These products 
adapt, aggregate, multiplex and manage voice, data and video signals in 
various speeds, technologies and protocols for transport over T1, E1, T3 and 
E3 speed ATM networks.  The Company also acquired Skyline Technology, Inc., a 
manufacturer of ISDN and Frame Relay access products for Internet and other 
high-speed digital connections and commercially released several remote 
access and routing products, some specifically designed for Internet access.  
The Company has entered into agreements with ATM equipment suppliers to 
integrate ADC's ATM adaptation and concentration technologies into those 
companies' ATM switching and routing products, and to jointly market ADC's 
ATM access concentrators. During 1996, ADC entered into an agreement with 
NTTI to jointly develop and market public network ATM access products, and 
agreements with Ericsson and Lucent Technologies to market ADC's ATM access 
concentrators.

INTERNETWORKING PRODUCTS.  Internetworking products include fiber optic 
backbones used to transport high speed multiple voice, data and video signals 
simultaneously over private networks and link Local Area Networks (LANs), 
mainframes, minicomputers, personal computers, telephone systems and video 
equipment with diverse protocols within private networks or over the public 
network; intelligent wiring hub products which interconnect workstations, 
personal computers and terminals, utilizing many different LAN protocols and 
types of cables; and network management systems. 

PATCH/SWITCH SYSTEM AND PATCHMATE-TM- MODULE.  The Company's Patch/Switch 
system is a data network management product which provides access to and 
monitors, tests and reconfigures digital data circuits and permits local or 
remote switching to alternate circuits or backup equipment.  This system is 
modular, permitting the user to select and combine the particular functions 
desired in a system.  The PatchMate module is a manually operated 
electromechanical device used to gain access to the network in order to 
monitor, test and reconfigure digital data circuits. 

    Recognizing changes in the competitive environment for LAN equipment, 
during 1995 the Company realigned its Kentrox and Fibermux subsidiaries into 
one business unit to better address the industry trend toward integration of 
LAN and Wide Area Network (WAN) technologies and products.  This group combines
LAN and WAN expertise in order to develop, manufacture and distribute 
advanced network access and transport products for use in current and

                                     10
<PAGE>

future broadband enterprise networks.  The Company recorded a 1995 charge of 
$3.9 million related to a personnel reduction at the Fibermux facility and 
other expenses resulting from the integration of Kentrox and Fibermux.  
Further integration and consolidation of these two subsidiaries is planned 
for 1997.  See "Management's Discussion and Analysis of Financial Condition 
and Results of Operations" and Note 2 of "Notes to Consolidated Financial 
Statements."

BROADBAND CONNECTIVITY

    ADC's broadband connectivity products provide the physical contact points 
for connecting different telecommunications system components and gaining 
access to telecommunications system circuits for the purpose of installing, 
testing, monitoring or reconfiguring such circuits within global public and 
private networks.  These products are sold to the RBOCs, other telephone 
companies, long distance carriers, other public network providers such as 
cable TV companies and wireless services providers, international network 
operators, private network providers and telecommunications OEMs.  The 
Company's broadband connectivity products are designed for use in 
copper-based, coax, fiber optic or wireless transmission networks.  Broadband 
connectivity products and services include various network access/connection 
devices for copper and coax networks, various network access/connection 
devices for fiber optic networks, modular fiber optic cable routing systems, 
outside plant cabinets and enclosures, wireless infrastructure equipment and 
subsystems, broadband software infrastructure management systems and systems 
integration services.  Certain of the Company's broadband connectivity 
products are described below. 

JACKS, PLUGS AND PATCH CORDS.  Jacks and plugs are the basic components used 
to gain access to copper telecommunications circuits for testing and 
maintenance. Patch cords are wires or cables with a plug on each end.  ADC 
incorporates its jacks, plugs and patch cords into its own products and also 
sells them in component form, primarily to OEMs.  These components are 
generally manufactured to industry-recognized compatibility and reliability 
standards as off-the-shelf items. 

JACKFIELDS AND PATCH BAYS.  A jackfield is a module containing an assembly of 
jacks wired to terminal blocks or connectors and used by telecommunications 
companies to gain access to copper communication circuits for testing or 
patching the circuits.  ADC manufactures jackfields in both longframe and 
bantam formats, including prewired and connectorized models.  When testing a 
large number of circuits, series of jackfields are combined in specialized 
rack assemblies, which often may include test modules.  These assemblies are 
called patch bays.  ADC manufactures a range of jackfields and patch bays in 
various configurations.  Certain of these jackfields are specialized for use 
in audio and visual transmission networks in the broadcast industry.

DSX PRODUCTS.  ADC manufactures digital signal cross-connect (DSX) modules 
and bays, which are jackfields and patch bays designed to gain access to and 
cross-connect digital copper circuits for voice, data and video transmission. 
Since the introduction of DSX products in 1977, the

                                     11
<PAGE>

Company has continued to expand and refine its DSX product offerings, and has 
become a leading manufacturer of products for the mechanical termination and 
interconnection of digital circuits used in voice and data transmission.  The 
Digital Distribution Point (DDP) family of products within the DSX product 
group are mechanical alternatives to hard-wiring equipment used for cable 
management and circuit access with software based, electronic digital 
cross-connect systems. 

TERMINAL BLOCK AND FRAME PRODUCTS.  Terminal blocks are molded plastic blocks 
with contact points used to facilitate multiple wire interconnections.  ADC 
manufactures a wide variety of terminal blocks.  The Company's cross-connect 
frames are terminal block assemblies used to connect the external wiring of a 
telecommunications network to the internal wiring of a telephone operating 
company central office or to interconnect various pieces of equipment within 
a telephone company central office or at a customer's premise. 

VIDEO SIGNAL DISTRIBUTION PRODUCTS.  ADC's series of Video Signal 
Distribution (VSD) products are designed to meet the unique performance 
requirements of Radio Frequency (RF) video transmission over coax cable.  
This product family includes a series of splitter/combiner panels, a series 
of video jacks and panels which monitor, patch and provide a test access 
point and an analog video interface system panel designed for on-demand 
testing.

FIBER OPTIC PATCH CORDS AND CABLE ASSEMBLIES.  Fiber optic patch cords are 
functionally similar to copper patch cords and are the basic components used 
to gain access to fiber telecommunications circuits for testing, maintenance, 
cross-connection and configuration purposes.  The Company's 
LightTracer-TM- fiber optic patch cords provide immediate identification of 
fiber optic connections.  The Company incorporates its fiber optic patch 
cords and cable assemblies into its own products and also sells them in 
component form.

FIBER OPTIC COUPLERS.  Fiber optic couplers are passive connection devices 
used in fiber optic transmission systems to conform to the stringent 
environmental, reliability, performance and mechanical standards required in 
global broadband network and test equipment markets.  These products, which 
include optical splitters and wavelength division multiplexers, enable 
efficient and cost-effective deployment of broadband networks.  Fiber optic 
couplers were added to ADC's product line through the acquisition of AOFR 
Pty. Ltd. in Australia during 1995.

FIBER DISTRIBUTION PANELS AND FRAMES.  Fiber distribution panels and frames 
are functionally similar to copper jackfields and frames designed with 
special considerations of fiber optic properties.  They also provide 
interconnection points between fiber optic cables entering a building and 
fiber optic cables connected to fiber optic equipment within the building.

FIBERGUIDE-Registered Trademark- SYSTEM.  The FiberGuide system is a modular 
routing system which provides a segregated, protected method of storing and 
routing fiber patch cords and cables within buildings.

OUTSIDE PLANT PRODUCTS.  Outside plant (OSP) products consist of cabinets and 
other enclosures configured to locate and integrate the functions of passive 
fiber optic equipment outside the 

                                     12
<PAGE>


telephone central office/cable TV headend switching and transmission 
facilities. The Company's OSP products provide flexible management of the 
network and environmental protection for various telecommunications 
topologies and architectures.

WIRELESS INFRASTRUCTURE EQUIPMENT AND SUBSYSTEMS.  During 1996, ADC acquired
Solitra Oy, a Finland-based, wireless infrastructure company that designs,
manufactures and markets radio frequency filters and other wireless base station
and subscriber equipment components and subsystems.  As a result of the Solitra
Oy acquisition, ADC significantly expanded its broadband wireless connectivity 
product portfolio.  These products are sold primarily to wireless OEMs.

BROADBAND SOFTWARE INFRASTRUCTURE MANAGEMENT  SOLUTIONS.  ADC has developed a
number of software products which provide management of fiber optic
infrastructure connectivity, geographical tracking of equipment, cables and
other network elements in the telephone company central office, cable TV company
headend  and outside plant portion of those networks, and extensive database
reporting.

SYSTEMS INTEGRATION SERVICES.  The Company's systems integration services
relating to the Company's broadband connectivity product group are divided into
three areas: technical service design and management; operations and
implementation; and training and documentation services.   These services
usually  consist of layout and installation of new telecommunications networks,
modification of existing networks or the addition of equipment to existing
networks.  The Company provides its systems integration services primarily to
telephone operating companies, other common carriers and users of private
telecommunications networks.

SALES AND MARKETING

    ADC sells its products to customers in three primary markets: (i) the
United States public telecommunications network market, which consists of all
seven of the RBOCs, other telephone companies, long distance carriers, wireless
service providers, the major cable TV operators and other domestic public
network providers; (ii) the private and governmental voice, data and video
network market in the United States, such as various large business customers
and governmental agencies that own and operate their own voice, data and video
networks for internal use; and (iii) the international public and private
network market.  The U.S. public, U.S. private and governmental and
international market segments accounted for 58%, 21% and 21%, respectively of
the Company's net sales for the year ended October 31, 1996; 58%, 24% and 18%,
respectively of the Company's net sales for the year ended October 31, 1995; and
57%, 28% and 15%, respectively, of the Company's net sales for the year ended
October 31, 1994.  The Company also sells product for each of these customer
groups to the major telecommunications OEMs.

    Purchases of products by public network providers and the OEMs which supply
such companies have accounted for the largest portion of the Company's net sales
in recent periods.  The Company's transmission and broadband connectivity
products for public network providers are primarily located in central
transmission facilities (such as telephone company network central offices,
cable TV company network supertrunks and headend offices, and wireless


                                       13
<PAGE>


network global switching centers and base stations, all of which contain the 
equipment used in switching and transmitting incoming and outgoing circuits). 
Increasingly, portions of the Company's public network transmission systems 
are located in the public network outside plant facilities (outside the 
central transmission buildings) and on customers' premises.  The Company's 
private and governmental network customers generally purchase the Company's 
enterprise-wide communications systems and public network access equipment 
for installation in the networks located at their premises.  The Company also 
markets its products outside the United States primarily to telephone 
operating companies and cable TV companies for public telecommunications 
networks.

    A majority of the Company's sales are made by a direct sales force, and 
the Company maintains sales offices throughout the United States as well as 
in Canada, Europe, Asia, Australia and Central and South America.  The 
Company's products are sold in the United States by field sales 
representatives located in 13 sales offices throughout the country, and by 
several dealer organizations and distributors.  The Company  products are 
sold outside the United States by independent sales representatives located 
in 20 field sales offices and distributors, as well as through United States 
public and private network providers who also distribute outside the United 
States.

    The Company has a customer service group that supports field sales
personnel and is responsible for application engineering, customer training,
entering orders and supplying delivery status information, and a field service
engineering group that provides on-site service to customers. 


RESEARCH AND DEVELOPMENT

    The Company believes that its future success depends on its ability to
adapt to the rapidly changing telecommunications environment, to maintain its
significant expertise in core technologies and to continue to meet and
anticipate its customers' needs.  The Company continually reviews and evaluates
technological changes affecting the telecommunications market and invests
substantially in applications-based research and development.  The Company
intends to continue an ongoing program of new product development that combines
internal development efforts with acquisitions, joint ventures and licensing or
marketing arrangements relating to new products and technologies from sources
outside the Company. 

    In recent years, increasingly significant portions of new
telecommunications equipment purchased by public network providers and private
network customers have utilized fiber optic transmission technology and have
employed digital technology.  In the future, these telecommunications network
equipment purchasing trends will include increasingly sophisticated, software
intensive, switching and network management systems.  In addition, there has
been significantly increased demand for wireless communications services and
higher speed transmission technologies.  As a result, the Company's internal and
external product development activities are directed at the integration of fiber
optic technology into additional products, the continuing development of its
Homeworx system for telephony, data and integrated video,


                                       14
<PAGE>


telephony and data applications, the development of network systems software, 
the continuing development of wireless products, the incorporation of ATM 
technology into voice, data and video products for both public and private 
telecommunications networks, and the addition of video compression technology 
to its product line. The Company is also developing copper and fiber optic 
products for applications in local loop systems.

    New product development often requires long-term forecasting of market 
trends, development and implementation of new processes and technologies and 
a substantial capital commitment.  As a result of these and other factors, 
development and customer acceptance of new products is inherently uncertain, 
and there can be no assurance that such products will be developed on a 
timely basis or achieve market acceptance.

COMPETITION

    Competition in the telecommunications equipment industry is intense, and
the Company believes that competition may increase substantially with the
deployment of broadband networks and regulatory changes.  Many of the Company's
foreign and domestic competitors have more extensive engineering, manufacturing,
marketing, financial and personnel resources than those of the Company.  The
Company's transmission products are competitive with products offered by several
other companies, including Lucent Technologies, Northern Telecom, Inc. and
Motorola, Inc.  The Company's enterprise networking products are competitive
with the products of a number of other companies, two of which (Bay
Networks, Inc. and Cabletron Systems Inc.) are dominant in its intelligent
wiring hub markets, and the Company's products face both strong price
competition and pressure from alternative distribution strategies utilized by
these other companies.  The Company's broadband connectivity products are
competitive with the products offered by numerous other companies, including
Lucent Technologies, Siecor, Telect and Augat.  In addition, the Company faces
increasing competition from a number of other smaller competitors, none of which
is dominant at this time. 

    The rapid technological developments within the telecommunications industry
have resulted in frequent changes to the Company's group of competitors.  The
Company believes its success in competing with other manufacturers of
telecommunications products depends primarily on its engineering, manufacturing
and marketing skills, the price, quality and reliability of its products and its
delivery and service capabilities.  While the market for the Company's products
has not historically been characterized by significant price competition, the
Company may face increasing pricing pressures from current and future
competitors in certain or all of the markets for its products. 

    The Company believes that technological change, the increasing addition 
of data, video and other services to integrated multimedia networks, 
continuing regulatory change and industry consolidation or new entrants will 
continue to cause rapid evolution in the competitive environment of the 
telecommunications equipment market, the full scope and nature of which are 
difficult to predict at this time.  Increased competition could result in 
price reductions, reduced margins and loss of market share by the Company.  
The Company believes industry regulatory change may create new opportunities 
for suppliers of telecommunications equipment.  The


                                       15
<PAGE>


Company expects, however, that such opportunities may attract increased 
competition from others as well.  In addition, the Company expects that 
Lucent Technologies will continue to be a major supplier to the RBOCs, and 
compete more extensively outside the RBOC market.  The Company also believes 
that the rapid technological changes which characterize the 
telecommunications industry will continue to make the markets in which the 
Company competes attractive to new entrants.  There can be no assurance that 
the Company will be able to compete successfully with its existing or new 
competitors or that competitive pressures faced by the Company will not 
materially and adversely affect its business, operating results and financial 
condition.

MANUFACTURING AND SUPPLIES

    The Company manufactures a wide variety of products which are fabricated,
assembled and tested in its own facilities or in subcontracted facilities.  In
an effort to reduce costs, the Company also takes advantage of off-shore
assembly and sourcing.  The manufacturing process for the Company's electronic
products consists primarily of assembly and testing of electronic systems built
from fabricated parts, printed circuit boards and electronic components.  The
manufacturing process for the Company's electromechanical products consists
primarily of fabrication of jacks, plugs, and other basic components from raw
materials, assembly of components and testing.  The Company's sheet metal,
plastic molding, stamping and machining capabilities permit the Company to
configure components to customer specifications.

    The Company purchases raw materials and component parts, consisting
primarily of copper wire, optical fiber, steel, brass, nickel-steel alloys,
gold, plastics, printed circuit boards, solid state components, discrete
electronic components and similar items, from several suppliers.  Although a few
of the components used by the Company are single sourced, the Company has
experienced no significant difficulties to date in obtaining adequate quantities
of these raw materials and component parts.  This circumstance could change in
the future, however, and the Company cannot be sure that the quantity or quality
of raw materials and component parts will be as readily available in the future.

PROPRIETARY RIGHTS

    The Company owns a number of United States and foreign patents relating to
its products.  These patents, in the aggregate, constitute a valuable asset of
the Company.  The Company, however, believes that its business is not dependent
upon any single patent or any group of related patents.

    The Company has registered the initials ADC alone and in conjunction with
specific designs as trademarks in the United States and various foreign
countries.


                                       16
<PAGE>


EMPLOYEES

    As of October 31, 1996, there were approximately 4,620 persons employed by
the Company.  The Company considers relations with its employees to be good. 


ITEM 2.  PROPERTIES

    The Company's corporate headquarters are currently located in four leased
buildings in Minnetonka, Minnesota comprising an aggregate of approximately
286,400 square feet.  Leases for the Company's headquarters expire at different
times through 2001. 

    The Company also owns and leases a variety of other facilities for the
Company's manufacturing, development, distribution, warehousing, sales and other
activities.  These facilities, including sales offices, are located in various
cities in the United States, Canada, Mexico, Venezuela, the United Kingdom,
Belgium, Germany, Finland, Australia, Singapore, Argentina, Malaysia, Korea and
China.

    The Company believes that the facilities used in its operations and
currently under development are suitable for their respective uses and adequate
to meet the Company's current needs.


ITEM 3.  LEGAL PROCEEDINGS

    None.


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

    None.


                                       17
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

Name                      Office                         Officer Since     Age
----                      ------                         -------------     ---
William J. Cadogan        Chairman of the Board,              1987          48
                          President, Chief Executive
                          Officer and Chief Operating
                          Officer

Lynn J. Davis             Senior Vice President,              1984          49
                          President Broadband
                          Connectivity Group

Richard S. Gilbert        Senior Vice President,              1994          44
                          President Enterprise
                          Networking Group

Donald J. Render          Senior Vice President,              1996          53
                          International Sales

William L. Martin III     Vice President, President           1994          49
                          Network Services Division

Vivek Ragavan             Vice President, President           1996          44
                          Broadband Communications Division

Jack P. Reily             Vice President, Business            1994          46
                          Development

Charles T. Roehrick       Vice President, Controller          1995          42

John A. Schofield         Vice President, President           1996          48
                          Systems Integration Division

Robert E. Switz           Vice President, Chief Financial     1994          50
                          Officer

    The Company's executive officers were last elected as executive officers by
the Board of Directors on February 27, 1996, except Messrs. Ragavan and
Schofield were elected to their positions on June 4, 1996.  Messrs. Cadogan,
Davis and Reily have served in various capacities with the Company for more than
five years.  Biographical information regarding the other named officers
follows.


                                       18
<PAGE>


    Mr. Gilbert joined the Company in June 1992.  Prior to November 1994 he was
Vice President and General Manager, Access Group for six months and Vice
President Engineering for two years.  From 1991 to 1992 he was Vice President of
Research and Development at Make Systems, Inc., a manufacturer of a network
design and analysis tool.  From 1990 to 1991 Mr. Gilbert was Assistant Vice
President of Software Engineering for Vitalink Communications Corporation, a
manufacturer of data communications equipment.

    Mr. Render joined the company in January 1996.  Prior to such time he was
employed by Lucent Technologies (formerly AT&T Network Systems), a manufacturer
of public and private networks, communications systems and software, consumer
and business telephone systems and microelectronics components.  Such positions
with Lucent included Central Region Vice President and Managing Director,
Italtel Alliance.  From 1965 to 1985, Mr. Render was employed by AT&T Bell
Laboratories.

    Mr. Martin joined the Company in September 1994.  Prior to such time he was
employed by Ascom Timeplex, a manufacturer of data and telecommunications
equipment, most recently as Vice President, Technical Marketing.  His previous
positions included Vice President China Business Development and Vice President
U.S. Sales.  From 1987 to 1990 he was the Chief Executive Officer of Broadband
Telesystems, until that company was acquired by Ascom Timeplex.

    Mr. Ragavan joined the company in January 1996.  Prior to such time he was
employed by General Instrument Corp., a manufacturer of analog and digital
settops and broadband transmission equipment, as Vice President of Engineering. 
His previous positions included Vice President of Engineering for COMSAT
Technology Products, a manufacturer of satellite based voice and data
communications systems.

    Mr. Roehrick joined the Company in January 1995.  Prior to such time he was
employed by Cray Research, Inc., a manufacturer of large scale computers, most
recently as Controller.  From 1992 to 1993 he was Assistant Controller, and from
1989 to 1991 he was Director of Accounting.

    Mr. Schofield originally joined the Company in October 1992.  He returned
to the Company in October 1995 after holding the position with DSC
Communications as Vice President, International Sales and Marketing for a brief
period between July and October of 1995.  Prior to such time, he was Managing
Director for Asia Pacific/Latin America.  He was Senior Vice President, Sales
and Marketing at Telex Communications, Inc., a manufacturer and marketer of
electronic audio communications devices, from 1990 to 1992.  He held several
Vice President positions at Memorex Telex Corporation, a manufacturer and
marketer of computer terminal and peripheral equipment, most recently Vice
President and General Manager, Airline and Systems Business Group.

    Mr. Switz joined the Company in January 1994.  Prior to such time he was
employed by Burr-Brown Corporation, a manufacturer of precision micro-
electronics, from 1988, most recently as Vice President, Chief Financial Officer
and Director, Ventures and Systems Business.


                                       19
<PAGE>


                                       PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND 
         RELATED STOCKHOLDER MATTERS

    The Company's Common Stock, $.20 par value, is traded on the Nasdaq 
National Market under the symbol "ADCT." The following table sets forth the 
high and low sale prices for each quarter during the years ended October 31, 
1996 and 1995, as reported on that system.  All prices have been restated to 
reflect a two-for-one stock split effected in the form of a 100% stock 
dividend paid in February 1995 and an additional two-for-one stock split 
effected in the form of a 100% stock dividend paid in October 1996. 

                                                LOW      HIGH
                                                ---      ----
 FISCAL YEAR ENDED OCTOBER 31, 1996
    First Quarter                              14 1/4    24 1/8
    Second Quarter                             16 1/4    22 1/8
    Third Quarter                              19 1/2    25 3/8
    Fourth Quarter                             21 5/16   35 1/8
 FISCAL YEAR ENDED OCTOBER 31, 1995
    First Quarter                               9 7/8    12 3/4
    Second Quarter                             11 5/16   17 1/8
    Third Quarter                              13 7/8    20 1/8
    Fourth Quarter                             16 1/2    24 11/16

    No cash dividends have been declared or paid during the past five years. 
The Company currently anticipates that it will retain any future earnings for 
use in its business and does not anticipate paying any cash dividends in the 
foreseeable future.  As of October 31, 1996, there were approximately 3,272 
holders of record of the Common Stock. 

    On October 2, 1996, ADC issued 37,168 shares (the "Shares") of its Common 
Stock, par value $0.20 per share, in a transaction that was not registered 
under the Securities Act of 1933, as amended (the "Securities Act").  The 
Shares were issued to the former shareholders of Metrica Systems ("Metrica") 
pursuant to an agreement dated May 22, 1996 (the "Acquisition Agreement") 
among the Company and such former shareholders of Metrica, providing for the 
acquisition of all of the issued shares of capital stock of Metrica by ADC.  
The transaction between ADC and Metrica closed on May 31, 1996, and the 
Shares were issued to the former Metrica shareholders in October 1996 
pursuant to a post-closing adjustment provided for in the Acquisition 
Agreement.  No underwriter or placement agent was involved in the issuance of 
the Shares, and ADC did not receive any cash consideration for the Shares 
(which were part of the purchase price paid by ADC for Metrica).  The Shares 
were issued to the former Metrica shareholders in a transaction exempt 
pursuant to Section 4(c) of the Securities Act.


                                       20
<PAGE>


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

    The following is a summary of certain consolidated statement of income 
and balance sheet information of ADC Telecommunications, Inc. and 
subsidiaries for the five years ended October 31, 1996.  This summary should 
be read in conjunction with the consolidated financial statements and notes 
thereto appearing elsewhere in this report.  All share and per share amounts 
have been restated to reflect two-for-one stock splits effected in the form 
of 100% stock dividends paid in June 1993, February 1995 and October 1996.


<TABLE>
<CAPTION>
                                                       YEARS ENDED OCTOBER 31,
                                         --------------------------------------------------
                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                             1996     1995      1994      1993      1992
                                         ---------  --------  --------  --------  ---------
<S>                                     <C>        <C>       <C>      <C>        <C>
 STATEMENT OF INCOME DATA:
 Net sales                                $828,009  $586,222  $448,735  $366,118  $316,496
 Cost of product sold                      438,847   302,094   221,448   178,572   155,074
                                         ---------  --------  --------  --------  ---------
 Gross profit                              389,162   284,128   227,287   187,546   161,422
                                         ---------  --------  --------  --------  ---------
 Expenses:
    Development and product engineering     90,038    66,460    48,974    40,988    36,063
    Selling and administration             160,705   130,297   110,799    93,311    82,966
    Goodwill amortization                    5,235     3,133     3,135     2,798     2,720
    Personnel reduction                         --     3,914        --        --     3,800
                                         ---------  --------  --------  --------  ---------
      Total expenses                       255,978   203,804   162,908   137,097   125,549
                                         ---------  --------  --------  --------  ---------
 Operating income                          133,184    80,324    64,379    50,449    35,873
 Other income (expense), net:
    Interest                                10,504     6,803     1,158       183      (942)
    Other                                   (7,025)     (898)   (1,216)     (895)     (205)
                                         ---------  --------  --------  --------  ---------
Income before income taxes and
    extraordinary item                     136,663    86,229    64,321    49,737    34,726
 Provision for income taxes                 49,200    31,043    23,800    18,101    13,700
                                         ---------  --------  --------  --------  ---------
 Net income before extraordinary item       87,463    55,186    40,521    31,636    21,026
 Extraordinary item, net of taxes (1)           --        --    (1,450)       --        --
                                         ---------  --------  --------  --------  ---------
 Net income                                 87,463  $ 55,186   $39,071   $31,636   $21,026
                                         ---------  --------  --------  --------  ---------
                                         ---------  --------  --------  --------  ---------
 Average common shares outstanding         128,314   117,094   111,220   109,996   108,352
                                         ---------  --------  --------  --------  ---------
                                         ---------  --------  --------  --------  ---------
Earnings per share before extraordinary
    item (1)                                 $0.68     $0.47     $0.36     $0.29     $0.19
                                         ---------  --------  --------  --------  ---------
                                         ---------  --------  --------  --------  ---------
 Earnings per share                          $0.68     $0.47     $0.35     $0.29     $0.19
                                         ---------  --------  --------  --------  ---------
                                         ---------  --------  --------  --------  ---------
 BALANCE SHEET DATA (AT PERIOD END):
 Cash and cash equivalents                $183,221  $238,491   $49,512   $16,324   $20,484
 Working capital                           357,422   358,786   132,015    87,630    75,284
 Total assets                              768,765   601,083   334,684   280,054   240,762
 Total debt                                  9,160       410       810     1,110    14,434
 Total stockholders' investment            617,470   510,866   264,758   220,394   182,188
                                         ---------  --------  --------  --------  ---------
                                         ---------  --------  --------  --------  ---------
___________


</TABLE>

(1) An extraordinary charge of $1,450,000 (or $.01 per share), net of income
taxes, recorded in the year ended October 31, 1994, represents the charge to
clean up and repair the damage from an earthquake at the Company's facility in
California.


                                       21
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

    The Company offers a broad range of products to address key areas of the
telecommunications network infrastructure.  To meet its customers' needs, the
Company offers equipment, services and integrated solutions within the following
general functional product groups: transmission, enterprise networking and
broadband connectivity.  The Company's transmission products are sold primarily
to public network providers in the United States and internationally.  The
Company's enterprise networking products are sold primarily to private voice,
data and video network providers around the world.  The Company's broadband
connectivity products are sold to both public and private global network
providers. 

    Historically, the Company's principal product offerings have generally
consisted of copper-based and fiber-based products designed to address the needs
of its customers for transmission, enterprise networking and connectivity on
traditional telephony networks.  With the growth of multimedia applications and
the associated development of enhanced voice, data and video services, the
Company's more recent product offerings and research and development efforts
have increasingly focused on emerging technologies and applications relating to
the broadband telecommunications equipment market.  The market for broadband
telecommunications equipment is evolving and rapidly changing.  There can be no
assurance that the Company's new or enhanced products will meet with market
acceptance or be sold profitably.

    The Company's operating results may fluctuate significantly from quarter to
quarter due to several factors.  The Company is experiencing growth through
acquisition and expansion and results of operations described in this report may
not be indicative of results to be achieved in future periods.  The Company's
expense levels are based in part on expectations of future revenues.  If revenue
levels in a particular period do not meet expectations, operating results will
be adversely affected.  In addition, the Company's results of operations are
subject to seasonal factors.  The Company historically has experienced a
stronger demand for its products in the fourth fiscal quarter, primarily as a
result of customer budget cycles and Company 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 during 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.


                                       22
<PAGE>


RESULTS OF OPERATIONS

    The percentage relationships to net sales of certain income and expense
items for the three years ended October 31, 1996, and the percentage changes in
these income and expense items between years are contained in the following
table: 

<TABLE>
<CAPTION>
                                                                           PERCENTAGE
                                            PERCENTAGE OF NET SALES     INCREASE BETWEEN
                                                  YEARS ENDED                YEARS
                                           ----------------------------------------------
                                                                       1996 VS.  1995 VS.
                                            1996      1995      1994     1995      1994
                                           -----     ------    ------  -------   --------
<S>                                       <C>      <C>       <C>      <C>        <C>
  Net sales                                100.0%    100.0%    100.0%    41.2%     30.6%
  Cost of product sold                     (53.0)    (51.5)    (49.3)    45.3      36.4
                                           ------   -------   -------  
  Gross profit                              47.0      48.5      50.7     37.0      25.0
  Expenses:
    Development and product engineering    (10.9)    (11.3)    (11.0)    35.5      35.7
    Selling and administration             (19.4)    (22.2)    (24.7)    23.3      17.6
    Goodwill amortization                    (.6)      (.6)      (.7)       -         -
    Personnel reduction                        -       (.7)        -        -         -
                                          --------  -------   -------
  Operating income                          16.1      13.7      14.3     65.8      24.8
  Other income (expense), net:
    Interest                                 1.3       1.2        .3     54.4         -
    Other                                    (.9)      (.2)      (.3)       -         -
                                          --------  -------   -------
  Income before income taxes and 
         extraordinary item                 16.5      14.7      14.3     58.5      34.1
  Provision for income taxes                (5.9)     (5.3)     (5.3)    58.5      30.4
                                          --------  -------   -------
  Net income before extraordinary item      10.6       9.4       9.0     58.5      36.2
  Extraordinary item, net of taxes             -         -       (.3)       -         -
                                          --------  -------   -------
  Net income                                10.6%      9.4%      8.7%    58.5      41.2
                                          --------  -------   -------
                                          --------  -------   -------

</TABLE>

    NET SALES:  The following table sets forth the dollar amounts and 
percentage amounts of the Company's net sales for the three years ended 
October 31, 1996, for each of the functional product groups described above 
(dollars in thousands):

<TABLE>
<CAPTION>

                                                                          PERCENTAGE
                                                                           INCREASE
                      NET SALES FOR THE YEARS ENDED OCTOBER 31,         BETWEEN YEARS
                  -----------------------------------------------------------------------
                           1996                  1995             1994   1996 VS. 1995 VS.
                  ------------------------------------------------------   1995    1994
PRODUCT GROUP        NET         %         NET        %       NET      %   ----    ----
-------------       SALES       ---       SALES      ---     SALES    ---
                  --------              --------           --------
<S>              <C>         <C>       <C>         <C>     <C>       <C>    <C>    <C>
Transmission      $304,820    36.8%     $184,432    31.5%  $103,694   23.1%  65.3%  77.9%
Enterprise
  Networking       145,651    17.6       127,405    21.7    123,300   27.5   14.3    3.3
Broadband
  Connectivity     377,538    45.6       274,385    46.8    221,741   49.4   37.6   23.7
                  --------   ------     --------   ------  --------  ------
    Total         $828,009   100.0%     $586,222   100.0%  $448,735  100.0%  41.2   30.6
                  --------   ------     --------   ------  --------  ------
                  --------   ------     --------   ------  --------  ------

</TABLE>


                                       23



<PAGE>

    Net sales were $828.0 million and $586.2 million for the years ended
October 31, 1996 and 1995, reflecting 41.2% and 30.6% annual increases,
respectively.  The increases in net sales in both 1996 and 1995 predominantly
reflect increases in sales of transmission products (65.3% in 1996 and 77.9% in
1995) and broadband connectivity products (37.6% in 1996 and 23.7% in 1995). 
Within these two product groups, net sales increased approximately $70.0 million
in 1996 as a result of revenue contributions from companies acquired during
1996.

    In addition to the growth from acquisition, the Company's 65.3% growth in
net sales of transmission products during 1996 primarily reflects increased
sales of transmission systems to public telecommunications network providers. 
The Company's 77.9% growth in net sales of transmission products during 1995
primarily reflected increased sales of fiber optic transmission systems to
public telecommunications network providers.  If the Company's transmission
systems internally developed or acquired within the last three years and
continuing transmission product enhancements meet with reasonable market
acceptance, the Company anticipates that net sales of transmission products will
grow as a percentage of the Company's total net sales.

    The Company's 37.6% growth in net sales of broadband connectivity products
in 1996 predominantly reflects the Company's success in selling these products
into new global broadband market applications, in addition to growth from
acquisition.  This success is also a primary cause of the 23.7% growth in net
sales of broadband connectivity products in 1995.  Within the broadband
connectivity product group, net sales of ADC's digital signal cross-connect
(DSX) modules and bays have declined as a percentage of total net sales to 22.7%
in 1996, from 23.9% in 1995 and 27.2% in 1994.  The Company believes that future
sales of DSX and other copper connectivity products  will continue to account
for a substantial portion of the Company's revenues, although these products may
continue to decline as a percentage of total net sales primarily due to the
ongoing evolution of technologies in the telecommunications marketplace.

    Net sales of enterprise networking products increased 14.3% and 3.3% during
1996 and 1995, respectively.  These increases reflect significant growth in net
sales of public network access equipment, partially offset by decreases in net
sales of Local Area Network (LAN) equipment.  Recognizing changes in the
competitive environment for LAN equipment, the Company realigned its Kentrox and
Fibermux subsidiaries into the Enterprise Networking Group during 1995 to better
address the industry trend toward integration of LAN and Wide Area Network (WAN)
technologies and products.  Further integration of these two subsidiaries is
planned for 1997.

    GROSS PROFIT.  During 1996, 1995 and 1994, the gross profit percentages
were 47.0%, 48.5% and 50.7% of net sales, respectively.  The 1996 and 1995
declines in gross profit percentages primarily resulted from the continuing
change in product sales mix toward sales of newer, lower margin products which
address emerging broadband applications.  Future gross profit percentages will
continue to be affected by the mix of products the Company sells, the timing of
new product introductions and manufacturing volume, among other factors.

    OPERATING EXPENSES:  Total operating expenses for the years ended October
31, 1996, 1995 and 1994 were $256.0 million, $203.8 million and $162.9 million,
representing 30.9%,

                                     24
<PAGE>

34.8% and 36.4% of net sales, respectively.  The increases in absolute 
dollars of operating expenses during 1996 and 1995 were due primarily to the 
expanded operations associated with higher revenue levels and, in the year 
ended October 31, 1995, a charge of $3.9 million related primarily to a 
personnel reduction at the Fibermux facility resulting from the realignment 
of the Company's enterprise networking operations.  The decreases in 
operating expenses as a percentage of net sales during 1996 and 1995 reflect 
the Company's ability to leverage operating expenses against higher revenue 
levels.

    Development and product engineering expenses were $90.0 million, $66.5
million and $49.0 million for the years ended October 31, 1996, 1995 and 1994,
respectively, reflecting increases of 35.5% during 1996 and 35.7% during 1995. 
These increases resulted from substantial product development efforts in each of
the Company's three functional product groups.  The Company believes that, given
the rapidly changing technology and competitive environment in the
telecommunications equipment industry, continued commitment to product
development efforts will be required for the Company to remain competitive. 
Accordingly, the Company intends to continue to allocate substantial resources
to product development for each of its three functional product groups. 
However, the Company 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 $160.7 million, $130.3 million and
$110.8 million for the years ended October 31, 1996, 1995 and 1994,
respectively, reflecting increases of 23.3% during 1996 and 17.6% during 1995. 
These increases resulted from selling activities associated with new product
introductions, additional personnel costs related to expanded operations and, in
1996, costs associated with the three acquisitions which were accounted for as
poolings of interests.

    The Company's other 1996 acquisitions were accounted for as purchase
transactions in which the initial purchase prices exceeded the fair value of the
acquired assets by approximately $59.9 million.  The amortization of these
amounts over 5 to 15 years on a straight line basis resulted in increased
goodwill amortization expense for the year ended October 31, 1996, to $5.2
million, from $3.1 million in the years ended October 31, 1995 and 1994.  

    OTHER INCOME (EXPENSE), NET:  For the years ended October 31, 1996 and
1995, the net interest income category represented net interest income on cash
balances.  (See "Liquidity and Capital Resources" below for a discussion of cash
levels and the $182.0 million of cash proceeds from the Company's June 1995
secondary public offering of 6.3 million shares of common stock.)

    Other expense for the year ended October 31, 1996 primarily represented the
Company's share of net operating results of its investments in other companies
accounted for on an equity basis.  For the years ended October 31, 1995 and
1994, other expense primarily represented miscellaneous expense.

    INCOME TAXES:  See Note 8 to the Consolidated Financial Statements included
in Part II, Item 8 of this report for a reconciliation of the federal statutory
tax rate to effective tax rates of

                                     25
<PAGE>

36.0%, 36.0% and 37.0% in 1996, 1995 and 1994, respectively.  These rates 
reflect the varying amounts of non-deductible goodwill amortization during 
1996, 1995 and 1994, respectively, included in operating expenses in each of 
the three years, and the beneficial impact of tax credits.

    EXTRAORDINARY ITEM:  An extraordinary charge of $1.5 million (or $.01 per
share), net of income taxes, was recorded in 1994, representing expenses
relating to the clean up and repair of damage to the Fibermux facility resulting
from an earthquake in January 1994.

    NET INCOME:  Net income was $87.5 million (or $.68 per share) for the year
ended October 31, 1996, an increase of 58.5% over $55.2 million (or $.47 per
share) for the year ended October 31, 1995.  Net income for 1995 represented an
increase of 41.2% over $39.1 million (or $.35 per share) for the year ended
October 31, 1994.

LIQUIDITY AND CAPITAL RESOURCES

    Cash and cash equivalents, primarily short-term investments in commercial
paper with maturities of less than 90 days, decreased $55.3 million, and
increased $189.0 million during the years ended October 31, 1996 and 1995,
respectively.  The major elements of the 1996 decrease were net income before
depreciation and amortization of $121.3 million offset by the $80.9 million
increase in receivables and inventory levels, property and equipment additions
of $69.1 million and acquisition payments and long-term investments of $56.6
million.  The 1996 increases in receivables and inventory levels and property
and equipment additions reflect the Company's growth.  See Note 4 to the
Consolidated Financial Statements included in this report for a discussion of
1996 acquisitions.  In the year ended October 31, 1995, the major elements of
the increase were the $182 million net proceeds from the Company's June 1995
public offering of 6.3 million shares of common stock and net income before
depreciation and amortization of $81.5 million, offset by the $52.6 million
increase in inventory and receivable levels (reflecting the Company's growth in
1995), property and equipment additions of $32.5 million and acquisition and
investment payments of $12.8 million.

    At October 31, 1996, the Company  had approximately $9.2 million of  debt
outstanding.  This entire amount represents debt of companies acquired during
1996.

    Management believes that current cash balances and cash generated from
operating activities will be adequate to fund working capital requirements,
capital expenditures (approximately $51 million committed at October 31, 1996)
and possible acquisitions or strategic alliances for 1997.  However, the Company
may find it necessary to seek additional sources of financing to support its
capital needs, for additional working capital, potential investments or
acquisitions, or otherwise.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

    The foregoing discussion of the Company's Business and Management's
Discussion and Analysis of Financial Condition and Results of Operations contain
various "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and

                                     26
<PAGE>

Section 21E of the Securities Exchange Act of 1934, as amended.  
Forward-looking statements represent the Company's expectations or beliefs 
concerning future events, including the following:  any statements regarding 
future sales and gross profit percentages, any statements regarding the 
continuation of historical trends, any statements regarding the sufficiency 
of the Company's cash balances and cash generated from operating and 
financing activities for the Company's future liquidity and capital resource 
needs, any statements regarding the effect of regulatory changes and any 
statements regarding the future of the telecommunications industry.  The 
Company cautions that any forward-looking statements made by the Company in 
this report or in other announcements made by the Company are further 
qualified by important factors that could cause actual results to differ 
materially from those in the forward-looking statements, including, without 
limitations, the factors set forth on Exhibit 99 to the Company's report on 
Form 10-K for the fiscal year ended October 31, 1996.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                          
(A) STATEMENT OF REGISTRANT

    No separate financial statements of the Company's subsidiaries are included
    herein because the Company is primarily an operating company and its
    subsidiaries are wholly-owned or majority owned.

(B) CONSOLIDATED STATEMENTS

Report of Independent Public Accountants......................................28

Consolidated Statements of Income for the years ended
    October 31, 1996, 1995 and 1994...........................................29

Consolidated Balance Sheets as of October 31, 1996 and 1995...................30

Consolidated Statements of Stockholders' Investment
    for the years ended October 31, 1996, 1995 and 1994.......................31

Consolidated Statements of Cash Flows for the years ended
    October 31, 1996, 1995 and 1994...........................................32

Notes to Consolidated Financial Statements....................................33

    All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted as not
required, not applicable or the information required has been included elsewhere
in the financial statements and related notes.

(C) SUPPLEMENTAL FINANCIAL INFORMATION -- Unaudited...........................41

                                     27
<PAGE>
                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                           
                                           
To ADC Telecommunications, Inc.:

    We have audited the accompanying consolidated balance sheets of ADC
TELECOMMUNICATIONS, INC. AND SUBSIDIARIES as of October 31, 1996 and 1995, and
the related consolidated statements of income, stockholders' investment and cash
flows for each of the three years in the period ended October 31, 1996.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ADC Telecommunications, Inc.
and Subsidiaries as of   October 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
October 31, 1996, in conformity with generally accepted accounting principles.

                                            ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
November 26, 1996

 
                                     28
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                            FOR THE YEARS ENDED OCTOBER 31
                                           
                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                           

                                                 1996        1995        1994
                                               --------    --------    --------
NET SALES                                      $828,009    $586,222    $448,735

COST OF PRODUCT SOLD                            438,847     302,094     221,448
                                               --------    --------    --------
GROSS PROFIT                                    389,162     284,128     227,287
    Gross profit percentage                       47.0%       48.5%       50.7%
                                                --------    --------    --------
EXPENSES:
  Development and product engineering            90,038      66,460      48,974
  Selling and administration                    160,705     130,297     110,799
  Goodwill amortization                           5,235       3,133       3,135
  Personnel reduction                                --       3,914          --
                                               --------    --------    --------
    Total expenses                              255,978     203,804     162,908
                                               --------    --------    --------
OPERATING INCOME                                133,184      80,324      64,379

OTHER INCOME (EXPENSE), NET                       3,479       5,905         (58)
                                               --------    --------    --------
INCOME BEFORE INCOME TAXES AND 
 EXTRAORDINARY ITEM                             136,663      86,229      64,321

PROVISION FOR INCOME TAXES                       49,200      31,043      23,800
                                               --------    --------    --------
NET INCOME BEFORE EXTRAORDINARY ITEM             87,463      55,186      40,521

EXTRAORDINARY ITEM, NET OF TAXES                     --          --      (1,450)
                                               --------    --------    --------
NET INCOME                                     $ 87,463    $ 55,186    $ 39,071
                                               --------    --------    --------
                                               --------    --------    --------
AVERAGE COMMON SHARES OUTSTANDING               128,314     117,094     111,220
                                               --------    --------    --------
                                               --------    --------    --------
EARNINGS PER SHARE BEFORE EXTRAORDINARY
 ITEM                                             $0.68       $0.47       $0.36
                                               --------    --------    --------
                                               --------    --------    --------
EARNINGS PER SHARE                                $0.68       $0.47       $0.35
                                               --------    --------    --------
                                               --------    --------    --------

          The accompanying notes are an integral part of these 
                 consolidated financial statements.

                                     29
<PAGE>

                     ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS - OCTOBER 31
                                           
                                    (IN THOUSANDS)
                                           
                                                 1996         1995
                                               --------     --------
                                  ASSETS
                                        
CURRENT ASSETS:
  Cash and cash equivalents                    $183,221     $238,491
  Accounts receivable, net of reserves of  
   $3,921 and $4,258                            163,219      107,255
  Inventories, net of reserves of 
   $14,603 and $8,103                           130,582       86,559
  Prepaid income taxes and other assets          22,479       15,442
                                               --------     --------
    Total current assets                        499,501      447,747

PROPERTY AND EQUIPMENT, NET                     131,080       78,686

OTHER ASSETS, PRINCIPALLY GOODWILL              138,184       74,650
                                               --------     --------
                                               $768,765     $601,083
                                               --------     --------
                                               --------     --------

                  LIABILITIES AND STOCKHOLDERS' INVESTMENT
                                           
CURRENT LIABILITIES:
  Current maturities of long-term debt         $  2,247     $    410
  Accounts payable                               49,459       28,820
  Accrued liabilities                            90,373       59,731
                                               --------     --------
    Total current liabilities                   142,079       88,961

DEFERRED INCOME TAXES                             2,303        1,256

LONG-TERM DEBT, LESS CURRENT MATURITIES           6,913           --
                                               --------     --------
    Total liabilities                           151,295       90,217
                                               --------     --------
STOCKHOLDERS' INVESTMENT: 
  Common stock,  $0.20 par value; authorized 
   300,000 shares; issued 65,177 and 62,737
   shares                                        13,035       12,547
  Paid-in capital                               232,266      219,266
  Retained earnings                             373,540      280,662
  Cumulative translation adjustment                 232         (715)
  Deferred compensation                          (1,603)        (894)
                                               --------     --------
    Total stockholders' investment              617,470      510,866
                                               --------     --------
                                               $768,765     $601,083
                                               --------     --------
                                               --------     --------

          The accompanying notes are an integral part of these 
                 consolidated financial statements.

                                     30
<PAGE>

                       ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                            FOR THE YEARS ENDED OCTOBER 31

                                     (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 Common Stock                           Cumulative
                                                ----------------    Paid-in   Retained  Translation       Deferred
                                                Shares    Amount    Capital   Earnings   Adjustment     Compensation
                                                ------   -------   --------   --------  -----------     ------------
<S>                                             <C>      <C>       <C>        <C>        <C>            <C>
Balance, October 31, 1993                       27,697   $ 5,539   $ 29,465   $186,405           --        $(1,015)
    Stock issued for employee benefit plans        191        38      5,386         --           --         (1,262)
    Reduction of deferred compensation              --        --         --         --           --          1,131
    Net income                                      --        --         --     39,071           --             --
                                                ------   -------   --------   --------  -----------     ----------
Balance, October 31, 1994                       27,888     5,577     34,851    225,476           --         (1,146)
    Stock split effected in the form of a 
     stock dividend                             28,044     5,609     (5,609)        --           --             --
    Stock issued for secondary public offering   6,325     1,265    180,489         --           --             --
    Stock issued for employee benefit plans        480        96      9,535         --           --           (714)
    Reduction of deferred compensation              --        --         --         --           --            966
    Translation adjustments                         --        --         --         --  $      (715)            --
    Net income                                      --        --         --     55,186           --             --
                                                ------   -------   --------   --------  -----------     ----------
Balance, October 31, 1995                       62,737    12,547    219,266    280,662         (715)          (894)
    Stock issued for business acquisitions       1,911       382        198      5,415           --             --
    Stock issued for employee benefit plans        529       106     12,802         --           --         (1,490)
    Reduction of deferred compensation              --        --         --         --           --            781
    Translation adjustments                         --        --         --         --          947             --
    Net income                                      --        --         --     87,463           --             --
                                                ------   -------   --------   --------  -----------     ----------
Balance, October 31, 1996                       65,177   $13,035   $232,266   $373,540  $      232      $   (1,603)
                                                ------   -------   --------   --------  -----------     ----------
                                                ------   -------   --------   --------  -----------     ----------
</TABLE>
          The accompanying notes are an integral part of these 
                 consolidated financial statements.

                                     31
<PAGE>


               ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED OCTOBER 31

                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                  1996         1995         1994
                                                ---------    ---------   ---------
<S>                                             <C>          <C>         <C>
OPERATING ACTIVITIES:
    Net income                                  $  87,463    $  55,186   $  39,071
    Adjustments to reconcile net income to 
     net cash from operating activities:
       Depreciation and amortization               33,794       26,341      23,366
       Reduction in deferred compensation             781          966       1,131
       Decrease in deferred income taxes           (3,448)      (4,652)     (1,786)
       Other                                           28          455          --
       Changes in assets and liabilities
         Accounts receivable                      (45,767)     (31,130)     (8,518)
         Inventories                              (35,100)     (21,466)    (15,925)
         Prepaids and other assets                 (3,048)      (2,455)      1,010
         Accounts payable                          15,104        6,559       8,438
         Accrued liabilities                       13,650       14,455      11,414
                                                ---------    ---------   ---------
           Total cash from operating activities    63,457       44,259      58,201
                                                ---------    ---------   ---------
INVESTMENT ACTIVITIES:
    Property and equipment additions, net         (69,057)     (32,456)    (21,788)
    Acquisition payments                          (49,291)      (4,676)     (7,087)
    Long-term investments                          (7,268)      (8,139)         --
                                                ---------    ---------   ---------
           Total cash used for investment 
            activities                           (125,616)     (45,271)    (28,875)
                                                ---------    ---------   ---------
FINANCING ACTIVITIES:
    Decrease in long-term debt                     (4,897)        (400)       (300)
    Common stock issued                            11,696      190,671       4,162
                                                ---------    ---------   ---------
           Total cash from financing activities     6,799      190,271       3,862
                                                ---------    ---------   ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                90         (280)         --
                                                ---------    ---------   ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (55,270)     188,979      33,188

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    238,491       49,512      16,324
                                                ---------    ---------   ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD        $ 183,221    $ 238,491   $  49,512
                                                ---------    ---------   ---------
                                                ---------    ---------   ---------
SUPPLEMENTAL DISCLOSURES:
    Income taxes paid                           $  46,129    $  27,549   $  21,802
                                                ---------    ---------   ---------
                                                ---------    ---------   ---------
</TABLE>

     The accompanying notes are an integral part of these
              consolidated financial statements.


                                     32
<PAGE>

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION:  The consolidated financial statements include
    the accounts of ADC Telecommunications, Inc. (a Minnesota corporation) and
    all significant subsidiaries in which ADC has more than a 50% equity
    ownership, (collectively, the "Company").  All significant intercompany
    transactions and balances have been eliminated in consolidation.
    
    CASH EQUIVALENTS:  Cash equivalents primarily represent short-term
    investments in commercial paper with maturities of three months or less. 
    The carrying amount of these investments approximate their  fair value due
    to their short maturities.
    
    INVENTORIES:  Inventories include material, labor and overhead and are
    stated at the lower of first-in, first-out cost or market.
    
    PROPERTY AND EQUIPMENT:  Property and equipment are recorded at cost and
    depreciated using the straight-line method over estimated useful lives of
    three to thirty years or, in the case of leasehold improvements, over the
    term of the lease, if shorter.  Both straight-line and accelerated methods
    of depreciation are used for income tax purposes.
    
    GOODWILL:  The excess of the cost of acquired businesses over the fair
    value of the net assets acquired is being amortized on a straight-line
    basis ranging from 5 to 25 years.  Management periodically assesses the
    amortization period and recoverability of the carrying amount of goodwill
    based upon an estimate of future cash flows from related operations.
    
    RESEARCH AND DEVELOPMENT COSTS:  The Company's policy is to expense all
    research and development costs in the period incurred.
    
    INCOME TAXES:  The Company utilizes the liability method of accounting for
    income taxes.  Deferred tax liabilities or assets are recognized for the
    expected future tax consequences of temporary differences between the book
    and tax bases of assets and liabilities.
    
    EARNINGS PER SHARE:  Earnings per share is computed using the weighted
    average number of common shares outstanding during the year, after
    consideration of the dilutive effect of stock options and restricted stock
    awards.

                                     33
<PAGE>

    FOREIGN CURRENCY TRANSLATION:  The Company accounts for translation of
    foreign currency in accordance with the provisions of SFAS No. 52.  The
    resulting translation adjustments are recorded directly to a separate
    component of stockholders' investment.  
    
    USE OF ESTIMATES:  The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that affect the amounts reported in the financial
    statements and accompanying notes.  Although these estimates are based on
    management's knowledge of current events and actions it may undertake in
    the future, they may ultimately differ from actual results.
    
    NEW ACCOUNTING PRONOUNCEMENTS:  SFAS NO. 123 - Accounting for Stock-Based
    Compensation, encourages, but does not require, a fair value based method
    of accounting for employee stock options or similar equity instruments.  As
    permitted under the new standard, the Company will continue to account for
    employee stock options under APB No. 25.  The pro-forma disclosures
    required by this standard will be included in the Company's 1997
    consolidated financial statements.

(2) CONSOLIDATED INCOME STATEMENT INFORMATION

    EXPORT SALES:  Export sales were $172,212,000, $106,416,000 and $67,113,000
    during 1996, 1995 and 1994, respectively.
    
    OTHER INCOME (EXPENSE), NET:
    --------------------------------------------------------------------------
                                          1996         1995          1994
                                                  (In Thousands)
    --------------------------------------------------------------------------
    
    Interest income                     $10,906       $7,078        $1,309
    Interest expense                       (402)        (275)         (151)
    Other income (expense), net          (7,025)        (898)       (1,216)
                                        --------      -------       -------
                                         $3,479       $5,905          $(58)
                                        --------      -------       -------
                                        --------      -------       -------
    
    PERSONNEL REDUCTION:  During the quarter ended April 30, 1995, the Company
    initiated a realignment of its Kentrox and Fibermux subsidiaries into one
    business unit.  The Company recorded a charge of $3,914,000 in conjunction
    with the realignment, related primarily to a personnel reduction.  As a
    result of the realignment, approximately 100 Fibermux employees, primarily
    in sales, administration and engineering, were separated from the Company. 
    Substantially all separation benefits were paid by January 31, 1996.
    
    EXTRAORDINARY ITEM:  The building that serves as headquarters for Fibermux
    suffered damage as a result of the earthquake that struck Los Angeles on
    January 17, 1994.  The facility sustained damages of $2,300,000 ($1,450,000
    after the $850,000 tax benefit).  All operations resumed by February 8,
    1994.

                                      34

<PAGE>

(3) CONSOLIDATED BALANCE SHEET INFORMATION

    --------------------------------------------------------------------------
                                                      1996            1995
                                                         (In Thousands)
    --------------------------------------------------------------------------

    INVENTORIES:
    Purchased materials and manufactured products   $119,006         $75,694
    Work-in-process                                   11,576          10,865
                                                    --------         -------
                                                    $130,582         $86,559
                                                    --------         -------
                                                    --------         -------
    PROPERTY AND EQUIPMENT:
    Land and buildings                               $43,965         $33,362
    Machinery and equipment                          209,347         139,294
    Furniture and fixtures                            22,319          18,881
                                                    --------         -------
                                                     275,631         191,537

    Less accumulated depreciation
      and amortization                              (144,551)       (112,851)
                                                    --------         -------
                                                    $131,080         $78,686
                                                    --------         -------
                                                    --------         -------
    GOODWILL:
    Goodwill                                        $136,940         $77,028
    Less accumulated amortization                    (20,156)        (14,921)
                                                    --------         -------
                                                    $116,784         $62,107
                                                    --------         -------
                                                    --------         -------
    ACCRUED LIABILITIES:
    Accrued compensation and benefits                $42,968         $34,632
    Accrued income taxes                              14,566          10,088
    Other accrued liabilities                         32,839          15,011
                                                    --------         -------
                                                     $90,373         $59,731
                                                    --------         -------
                                                    --------         -------

(4) ACQUISITIONS
    
    During the second quarter of 1996, the Company exchanged a total of
    1,176,950 shares of its common stock in two separate business combinations
    for all the outstanding shares of Da Tel Fibernet, Inc. ("Da Tel") and
    Information Transmission Systems Corp. ("ITS").  Both transactions were
    accounted for as poolings of interests. Da Tel provides engineering, design
    and installation services for telecommunications companies.  ITS designs
    and manufactures wireless television transmission products for the cable
    and broadcast industries. 

    During the third quarter of 1996, the Company acquired all of the
    outstanding capital stock of Metrica Systems Limited ("Metrica") in a
    transaction that was accounted for as a pooling of interests.  A total of
    734,015 shares of the Company's common stock were exchanged in the
    combination.  Metrica, based in London, England, designs and manufactures
    management software for wireless networks.


                                     35

<PAGE>

    Financial data for periods prior to the closing of these pooling
    transactions has not been restated because neither the net assets nor
    operating results were material, individually or in the aggregate, to the
    Company's consolidated financial statements.
    
    During the second quarter of 1996, the Company purchased all of
    the outstanding stock of Skyline Technology, Inc. ("Skyline") for an
    initial cash payment of $12 million and additional consideration not to
    exceed $20 million.  The purchase price exceeded the fair value of the
    acquired assets by approximately $11 million.  Additional consideration, if
    any, will be payable over a three year period beginning November 1, 1996,
    subject to the achievement of certain financial results.  Skyline designs
    and manufactures ISDN/Frame Relay access products.

    During the third quarter of 1996, the Company purchased 80% of the
    outstanding common  stock of Solitra Oy ("Solitra"), based in Kempele,
    Finland, with a commitment to acquire the remaining 20% over a three year
    period.  The stock was acquired for an initial cash payment of $41 million
    plus additional consideration which is payable subject to the achievement
    of certain financial results.  The initial purchase price exceeded the fair
    value of the acquired assets by approximately $38.5 million.  Additional
    consideration, if any, will be payable over a three year period beginning
    November 1, 1996.  Solitra designs and manufactures components for cellular
    network base stations as well as high specification filters for mobile
    phones.

    The acquisitions of Skyline and Solitra were accounted for as purchases. 
    Accordingly, the results of operations of the acquired entities have been
    included in the Company's consolidated financial statements since the
    respective dates of acquisition. Goodwill associated with these
    acquisitions is being amortized using the straight line method over periods
    ranging from 10 to 15 years.  

    The inclusion of Skyline and Solitra financial data prior to the dates of
    acquisition would not have materially affected reported results.

(5) DEBT

    The Company has a revolving, unsecured credit agreement with four banks
    which permits borrowings up to $40,000,000 through December 31, 1996,
    primarily at prevailing market rates of interest.  There were no borrowings
    under this agreement during 1996, 1995 or 1994.  
    
(6) EMPLOYEE BENEFIT PLANS

    PENSION PLAN:  The Company maintains a defined benefit plan covering a
    majority of its employees.  The plan is funded in accordance with the
    requirements of Federal laws and regulations.  Plan assets consist of fixed
    income securities and a managed portfolio of equity securities.

                                      36

<PAGE>

    Pension expense included the following components:

    --------------------------------------------------------------------------
                                          1996         1995          1994
                                                  (In Thousands)
    --------------------------------------------------------------------------

    Service cost for benefits 
      earned during the period           $2,368       $1,766       $1,804
    Interest cost on the projected 
      benefit obligation                  1,944        1,682        1,522
    Return on assets                     (4,614)      (3,627)        (633)
    Net amortization and deferral         2,891        2,240         (700)
                                         -------      -------      -------
                                         $2,589       $2,061       $1,993
                                         -------      -------      -------
                                         -------      -------      -------

    Discount rate used to determine 
      actuarial present value of 
      benefits at October 31                8.0%         7.5%         7.5%
                                         -------      -------      -------
                                         -------      -------      -------
    
    The rate of compensation increase used to measure the projected benefit
    obligation was 5% for all three years.  The expected long-term rate of
    return on plan assets was 9%.
    
    The following table sets forth the funded status of the plan as of 
    October 31:

    --------------------------------------------------------------------------
                                                      1996            1995
                                                         (In Thousands)
    --------------------------------------------------------------------------
    Accumulated benefit obligation:
      Vested                                       $(21,926)       $(20,357)
      Nonvested                                      (1,376)         (1,509)
                                                   ---------       ---------
        Total                                       (23,302)        (21,866)
    Excess of projected benefit obligation 
      over accumulated benefit obligation            (7,366)         (4,055)
                                                   ---------       ---------
    Projected benefit obligation                    (30,668)        (25,921)
    Market value of plan assets                      29,011          20,939
                                                   ---------       ---------
    Unfunded projected benefit obligation            (1,657)         (4,982)
    Unrecognized net gain                            (4,769)         (3,240)
    Unrecognized prior service cost                   1,717           1,842
    Unrecognized transition liability                   780             851
                                                   ---------       ---------
        Total accrued pension liability             $(3,929)        $(5,529)
                                                   ---------       ---------
                                                   ---------       ---------
    
    RETIREMENT SAVINGS PLAN:  The Company maintains a Retirement Savings Plan
    for employees who have completed one year of service.  The Company
    contributes 1% of wages and, depending on Company performance, partially
    matches employee contributions to the Plan up to 6% of wages.  Employees
    are fully vested in all contributions.  The Company's contributions to the
    plan totaled $7,394,000, $6,141,000 and  $5,830,000 during 1996, 1995, and
    1994, respectively.  A portion of the Company's cash contributions is
    invested in the Company's stock by the Plan's trustee.


                                      37

<PAGE>

    STOCK AWARD PLANS:  The Company maintains a Stock Incentive Plan to grant
    certain stock awards, including stock options at fair market value and
    restricted shares, to key employees of the Company.  A maximum of
    16,431,708 stock awards can be granted under this plan;  8,392,326 stock
    awards were available for grant as of October 31, 1996.  The Company also
    maintains a Nonemployee Director Stock Option Plan in order to enhance the
    ability to attract and retain the services of experienced and knowledgeable
    outside directors.  This plan provides for granting of a maximum of 440,000
    non-qualified stock options at fair market value.  As of October 31, 1996,
    120,000 shares were available for option grants under this plan.
    
    The following schedule summarizes activity in the plans:

    --------------------------------------------------------------------------
                                           Stock      Restricted      Grant
                                          Options        Stock        Price
    --------------------------------------------------------------------------

    Outstanding at October 31, 1994      3,945,612      201,620     $ 1 - $11
        Granted                          3,246,882       40,500     $10 - $21
        Exercised                       (1,273,476)                 $ 1 - $13
        Restrictions Lapsed                     --       (1,440)    $ 9 - $11
        Canceled                          (599,624)     (75,540)    $ 6 - $16
                                        -----------    ---------
    Outstanding at October 31, 1995      5,319,394      165,140     $ 1 - $21
        Granted                          1,206,116       70,378     $ 1 - $33
        Exercised                         (963,514)          --     $ 1 - $21
        Restrictions Lapsed                     --     (104,932)    $ 6 - $23
        Canceled                          (353,920)     (22,000)    $ 5 - $23
                                        -----------    ---------
    Outstanding at October 31, 1996      5,208,076      108,586     $ 1 - $32
                                        -----------    ---------
                                        -----------    ---------
    Exercisable at October 31, 1996      2,979,140            --    $ 1 - $20
                                        -----------    ---------
                                        -----------    ---------
    
    During 1994, options for 648,796 shares were exercised at prices ranging
    from $1 to $5 per share.

(7) CAPITAL STOCK

    AUTHORIZED STOCK:  The Company is authorized to issue 300,000,000 shares of
    $0.20 par value common stock and 10,000,000 shares of no par value
    preferred stock.  There are no preferred shares issued.
    
    STOCK SPLIT:  On September 24, 1996, the Company declared a two-for-one
    stock split effected in the form of a 100% stock dividend paid October 31,
    1996, to stockholders of record as of October 15, 1996.  All references in
    the accompanying financial statements and notes to earnings per share,
    average common shares outstanding, Stock Award Plan data and related share
    prices have been adjusted to reflect the split.
    
    STOCK OFFERING:  On June 14, 1995, the Company completed a secondary public
    offering of 6,325,000 shares of its common stock at $30 per share.  The net
    proceeds from the offering were $181,754,000, which will be used for
    general corporate purposes, including

                                     38

<PAGE>

    working capital, capital expenditures and possible acquisitions or 
    strategic alliances.
    
    SHAREHOLDER RIGHTS PLAN:  On November 28, 1995, the Board of Directors
    amended and restated the Company's Shareholder Rights Plan that was
    originally adopted during 1986.  Under the original Plan, the Board of
    Directors declared a dividend of one right for each outstanding share of
    the Company's common stock.  The Plan, as amended, provides that if any
    person or group acquires 15% or more of the Company's common stock, each
    right not owned by such person or group will entitle its holder to
    purchase, at the Right's then-current purchase price ($62.50 for each one-
    half share of the Company's common stock at October 31, 1996, after giving
    effect to the October 31, 1996 stock split), common stock of the Company 
    having a value of twice the Right's purchase price.  The Rights would not 
    be triggered, however, if the acquisition of  15% or more of the Company's 
    common stock is pursuant to a tender offer or exchange for all outstanding 
    shares of the Company's common stock which is determined by the Board of 
    Directors to be fair and in the best interests of the Company and its 
    shareholders.  At October 31, 1996, after giving effect to the October 31, 
    1996 stock split, the Rights are redeemable at $0.005 per share any time 
    prior to the time they become exercisable.  The Rights will expire on 
    November 28, 2005, if not previously redeemed or exercised.

(8) INCOME TAXES
    
    The components of the provision for income taxes are as follows:

    --------------------------------------------------------------------------
                                          1996         1995          1994
                                                  (In Thousands)
    --------------------------------------------------------------------------
    Current taxes payable:
      Federal                           $44,483       $30,666       $21,357
      Foreign                             2,078           573           330
      State                               6,087         4,456         3,211
                                        -------       -------       -------
                                         52,648        35,695        24,898
    Deferred                             (3,448)       (4,652)       (1,098)
                                        -------       -------       -------
      Total provision                   $49,200       $31,043       $23,800
                                        -------       -------       -------
                                        -------       -------       -------
    
    The provision for foreign income taxes is based upon foreign pretax
    earnings of approximately $8,260,000, $1,547,000 and $1,563,000 during
    1996, 1995 and 1994, respectively.
    
    The effective income tax rate differs from the Federal statutory rate as
    follows:

    --------------------------------------------------------------------------
                                          1996         1995          1994
    --------------------------------------------------------------------------
    Federal statutory rate                 35%          35%           35%
    Research and development
      tax credits                          (1)          (2)           (2)
    Goodwill amortization                   1            1             2
    State income taxes, net                 3            3             3
    Other, net                             (2)          (1)           (1)
                                          ----         ----          ----
      Effective income tax rate            36%          36%           37%
                                          ----         ----          ----
                                          ----         ----          ----

                                       39

<PAGE>

    Deferred tax assets (liabilities) of the Company as of October 31 are
    comprised of the following:

    --------------------------------------------------------------------------
                                                      1996         1995
                                                        (In Thousands)
    --------------------------------------------------------------------------
    Current deferred tax assets:
      Asset valuation reserves                     $  5,225    $  4,002
      Accrued liabilities                            10,989       7,067
      Other                                               3         396
                                                   --------    --------
        Total                                       $16,217     $11,465
                                                   --------    --------
                                                   --------    --------
    Non-current deferred tax assets (liabilities):
      Depreciation                                  $(2,698)    $(1,929)
      Other                                             395         673
                                                   --------    --------
        Total                                       $(2,303)    $(1,256)
                                                   --------    --------
                                                   --------    --------
    
(9) COMMITMENTS AND CONTINGENCIES

    OPERATING LEASES:  A portion of the Company's operations are conducted
    using leased equipment and facilities.  These leases are non-cancelable and
    renewable with expiration dates ranging through the year 2004.  The rental
    expense included in the accompanying consolidated statements of income was
    $7,281,000, $5,676,000, and $5,411,000 for 1996, 1995, and 1994
    respectively.
    
    The following is a schedule of future minimum rental payments required
    under all non-cancelable operating leases as of October 31, 1996:

    --------------------------------------------------------------------------
                                                               (In Thousands)
    --------------------------------------------------------------------------
     1997                                                           $  6,493
     1998                                                              5,614
     1999                                                              5,111
     2000                                                              4,664
     2001 and thereafter                                              11,592
                                                                 -----------
                                                                     $33,474
                                                                 -----------
                                                                 -----------
    
    CONTINGENCIES:  There are no legal proceedings pending against or involving
    the Company which, in the opinion of management, will have a material
    adverse effect on the Company's financial position or results of
    operations.
    
    CHANGE OF CONTROL:  The Board of Directors has approved the extension of
    certain employee benefits, including salary continuation to key employees,
    in the event of a change of control of the Company.  The Board has retained
    the flexibility to cancel such provisions under certain circumstances.


                                      40

<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                    SUPPLEMENTAL FINANCIAL INFORMATION - UNAUDITED
                                           
                      (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
                                           

<TABLE>
<CAPTION>
                                                         1996
                                 --------------------------------------------------------
                                 FIRST       SECOND      THIRD        FOURTH
                                 QUARTER     QUARTER     QUARTER      QUARTER      TOTAL
                                 -------     -------     -------      -------     -------
<S>                             <C>         <C>         <C>          <C>         <C>
Net Sales                       $162,591    $193,053    $217,313     $255,052    $828,009
                                 -------     -------     -------      -------     -------
Gross Profit                      77,910      89,417     101,746      120,089     389,162
                                 -------     -------     -------      -------     -------
Income Before Income Taxes        25,487      31,094      36,206       43,876     136,663
Provision for Income Taxes         9,174      11,195      13,034       15,797      49,200
                                 -------     -------     -------      -------     -------
Net Income                      $ 16,313    $ 19,899    $ 23,172     $ 28,079    $ 87,463
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
Average Common Shares
Outstanding                      125,516     128,048     129,704      130,098     128,314
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
Earnings Per Share              $   0.13    $   0.15    $   0.18     $   0.22    $   0.68
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
</TABLE>

<TABLE>
<CAPTION>
                                 --------------------------------------------------------
                                                         1995
                                 --------------------------------------------------------
                                 FIRST       SECOND      THIRD        FOURTH
                                 QUARTER     QUARTER     QUARTER      QUARTER      TOTAL
                                 -------     -------     -------      -------     -------
<S>                             <C>         <C>         <C>          <C>         <C>

Net Sales                       $121,774    $140,342    $150,454     $173,652    $586,222
                                 -------     -------     -------      -------     -------
Gross Profit                      59,372      69,039      71,712       84,005     284,128
                                 -------     -------     -------      -------     -------
Income Before Income Taxes        16,352      16,235      24,489       29,153      86,229
Provision for Income Taxes         5,886       5,846       8,815       10,496      31,043
                                 -------     -------     -------      -------     -------
Net Income                      $ 10,466    $ 10,389    $ 15,674     $ 18,657    $ 55,186
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
Average Common Shares
Outstanding                      111,698     112,188     118,642      125,310     117,094
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
Earnings Per Share              $   0.10    $   0.09    $   0.13     $   0.15    $   0.47
                                 -------     -------     -------      -------     -------
                                 -------     -------     -------      -------     -------
</TABLE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None


                                      41
<PAGE>

                                       PART III
                                           

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    See Part I of this Report for information with respect to executive 
officers of the Company.  Pursuant to General Instruction G(3), reference is 
made to the information contained under the captions "Election of Directors" 
and "Section 16(a) Reporting" in the Company's definitive proxy statement for 
its 1997 Annual Meeting of Shareholders to be filed with the Securities and 
Exchange Commission on or before February 25, 1997, which information is 
incorporated herein.

ITEM 11. EXECUTIVE COMPENSATION

    Pursuant to General Instruction G(3), reference is made to the 
information contained under the caption "Executive Compensation" (except for 
the information set forth under the subcaption "Compensation and Organization 
Committee Report on Executive Compensation," which is not incorporated 
herein) in the Company's definitive proxy statement for its 1997 Annual 
Meeting of Shareholders to be filed with the Securities and Exchange 
Commission on or before February 25, 1997, which information is incorporated 
herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT

    Pursuant to General Instruction G(3), reference is made to the 
information contained under the caption "Security Ownership of Certain 
Beneficial Owners and Management" in the Company's definitive proxy statement 
for its 1997 Annual Meeting of Shareholders to be filed with the Securities 
and Exchange Commission on or before February 25, 1997, which information is 
incorporated herein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Pursuant to General Instruction G(3), reference is made to the 
information contained in the last paragraph under the caption "Election of 
Directors -- Compensation of Directors" in the Company's definitive proxy 
statement for its 1997 Annual Meeting of Shareholders to be filed with the 
Securities and Exchange Commission on or before February 25, 1997, which 
information is incorporated herein.

                                      42

<PAGE>

                                   PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND 
         REPORTS ON FORM 8-K

(a) 1.   FINANCIAL STATEMENTS

    The following consolidated financial statements of the Company are included
in Part II, Item 8 of this Annual Report on Form 10-K:

    Report of Independent Public Accountants.
    Consolidated Statements of Income for the years ended October 31,
      1996, 1995 and 1994.
    Consolidated Balance Sheets as of October 31, 1996 and 1995.
    Consolidated Statements of  Stockholders' Investment for
      the years ended October 31, 1996, 1995 and 1994.
    Consolidated Statements of Cash Flows for the years
      ended October 31, 1996, 1995 and 1994.
    Notes to Consolidated Financial Statements.
    Supplemental Financial Information (Unaudited).

    2.   FINANCIAL STATEMENT SCHEDULES

    All schedules for which provision is made in the applicable accounting 
regulations of the Securities and Exchange Commission have been omitted as 
not required or not applicable, or the information required has been included 
elsewhere in the financial statements and related notes.

    3.   LISTING OF EXHIBITS

Exhibit
Number   Description
-------  -----------

3-a      Restated Articles of Incorporation of ADC Telecommunications, Inc., as
         amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
         Registration Statement on Form S-8 dated May 24, 1996.)

3-b      Composite Restated Bylaws of ADC Telecommunications, Inc., as amended.
         (Incorporated by reference to Exhibit 3-b to the Company's Annual 
         Report on Form 10-K for the fiscal year ended October 31, 1989.)


                                      43
<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number   Description
-------  ------------
<S>      <C>

4-a      Form of certificate for shares of Common Stock of ADC Telecommunications,
         Inc.  (Incorporated by reference to Exhibit 4-a to the Company's Form 10-Q
         for the quarter ended January 31, 1996.)

4-b      Restated Articles of Incorporation of ADC Telecommunications, Inc., as
         amended.  (Incorporated by reference to Exhibit 4.1 to the Company's
         Registration Statement on Form S-8 dated May 24, 1996.)

4-c      Composite Restated Bylaws of ADC Telecommunications, Inc., as amended. 
         (Incorporated by reference to Exhibit 3-b to the Company's Annual Report on
         Form 10-K for the fiscal year ended October 31, 1989.)

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 the Company's Form 8-K dated December 11,
         1995.)

10-a*    Stock Option and Restricted Stock Plan, restated as of January 26,
         1988.  (Incorporated by reference to Exhibit 10-a to the Company's
         Quarterly Report on Form 10-Q for the quarter ended April 30, 1988.)

10-b*    Amendment to Stock Option and Restricted Stock Plan dated as of
         September 26, 1989.  (Incorporated by reference to Exhibit 10-e to the
         Company's Annual Report on Form 10-K for the fiscal year ended October 31,
         1989.)

10-c*    ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended.

10-d*    Business Unit Management Incentive Plan Document - Directors and Above
         Fiscal Year 1997.

10-e*    Corporate Management Incentive Plan Document - Directors and Above
         Fiscal Year 1997.

10-f*    International Management Incentive Plan Document Fiscal Year 1997.

10-g*    Executive Incentive Exchange Plan Fiscal Year 1997.

10-h*    Executive Incentive Exchange Plan Fiscal Year 1996.

</TABLE>

                                      44
<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number   Description
------   ------------
<S>      <C>

10-i*    Broadband Connectivity Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-h to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-j*    Corporate Management Incentive Plan Fiscal Year 1996. (Incorporated by
         reference to Exhibit 10-i to the Company's Quarterly Report on Form 10-Q
         for the Quarter ended January 31, 1996.)

10-k*    Enterprise Networking Group Management Incentive Plan Fiscal Year
         1996. (Incorporated by reference to Exhibit 10-j to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-l*    International Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-k to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-m*    Network Services Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-m to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-n*    ADC Video Systems Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-o to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-o*    Systems Integration Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-r to the Company's Quarterly
         Report on Form 10-Q for the Quarter ended January 31, 1996.)

10-p*    Broadband Connectivity Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-f to the Company's Quarterly
         Report on Form 10-Q for the quarter ended January 31, 1995.)

10-q*    Corporate Management Incentive Plan Fiscal Year 1995.  (Incorporated
         by reference to Exhibit 10-g to the Company's Quarterly Report on Form 10-Q
         for the quarter ended January 31, 1995.)

10-r*    International Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-i to the Company's Quarterly
         Report on Form 10-Q for the quarter ended January 31, 1995.)

10-s*    Kentrox Management Incentive Plan Fiscal Year 1995.  (Incorporated by
         reference to Exhibit 10-j to the Company's Quarterly Report on Form 10-Q
         for the quarter ended January 31, 1995.)
</TABLE>
                                      45
<PAGE>

<TABLE>
<CAPTION>


Exhibit
Number   Description
-------  -----------
<S>      <C>

10-t*    Network Services Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-k to the Company's Quarterly
         Report on Form 10-Q for the quarter ended January 31, 1995.)

10-u*    Supplemental Executive Retirement Plan Agreement for William J.
         Cadogan, dated as of November 1, 1990, between ADC Telecommunications, Inc.
         and William J. Cadogan, as amended.

10-v*    ADC Telecommunications, Inc. Change in Control Severance Pay Plan
         Statement and Summary Plan Description.  (Incorporated by reference to
         Exhibit 10-q to the Company's Annual Report on Form 10-K for the fiscal
         year ended October 31, 1989.)

10-w*    Compensation Plan for Directors of ADC Telecommunications, Inc.,
         restated as of December 31, 1988.  (Incorporated by reference to Exhibit
         10-b to the Company's Quarterly Report on Form 10-Q for the quarter ended
         January 31, 1989.)

10-x*    First Amendment of the Compensation Plan for Directors of ADC
         Telecommunications, Inc. restated as of December 31, 1988.  (Incorporated
         by reference to Exhibit 10-s to the Company's Annual Report on Form 10-K
         for the fiscal year ended October 31, 1989.)

10-y*    ADC Telecommunications, Inc. Directors' Supplemental Retirement Plan
         dated as of January 23, 1990.  (Incorporated by reference to Exhibit 10-m
         to the Company's Annual Report on Form 10-K for the fiscal year ended
         October 31, 1990.)

10-z*    ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
         as amended.     

10-aa*   ADC Telecommunications, Inc. Deferred Compensation Plan, dated as of
         November 1, 1978, as amended.

10-bb*   ADC Telecommunications, Inc. Pension Excess Plan, dated as of January
         1, 1985, as amended.

10-cc*   ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of September
         1, 1990, as amended.

10-dd    Lease Agreement, dated August 21, 1990, between Minnetonka Corporate
         Center I Limited Partnership and ADC Telecommunications, Inc. 
         (Incorporated by reference to Exhibit 10-x to the Company's Annual Report
         on Form 10-K  for the fiscal year ended October 31, 1990.)

</TABLE>

                                      46
<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number   Description
-------  -----------
<S>      <C>

10-ee    Lease Agreement, dated October 26, 1990, between Lutheran Brotherhood
        and ADC Telecommunications, Inc.  (Incorporated by reference to Exhibit 
        10-w to the Company's Annual Report on Form 10-K for the fiscal year ended 
        October 31, 1990.)

10-ff    Sublease Agreement, dated October 31, 1990, between Seagate
         Technology, Inc. and ADC Telecommunications, Inc.  (Incorporated by
         reference to Exhibit 10-y to the Company's Annual Report on Form 10-K for
         the fiscal year ended October 31, 1990.)

10-gg    Sublease, dated as of February 21, 1995, between Seagate Technology,
         Inc. and ADC Telecommunications, Inc.  (Incorporated by reference to
         Exhibit 10-a of the Company's Quarterly Report on Form 10-Q for the quarter
         ended April 30, 1995.)

10-hh    Extension of Lease, dated December 7, 1995, between ADC
         Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
         facility located at 5900 Clearwater Drive, Minnetonka Corporate Center,
         Minnetonka, Minnesota.) (Incorporated by reference to Exhibit 10-w to the
         Company's Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-ii    Extension of Lease, dated December 7, 1995, between ADC
         Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
         facility located at 5950 Clearwater Drive, Minnetonka Corporate Center,
         Minnetonka, Minnesota). (Incorporated by reference to Exhibit 10-x to the
         Company's Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-jj    Stock Purchase Agreement, dated July 1, 1996, by and between ADC
         Telecommunications, Inc., ADC Mersum Oy and the Shareholders of Solitra Oy. 
         (Incorporated by reference to Exhibit 2.1 to the Company's Current Report
         on Form 8-K dated July 1, 1996.)

21-a     Subsidiaries of the Company.

23-a     Consent of Independent Public Accountants to the incorporation of their
         report dated November 26, 1996, included in this Form 10-K, into the
         Company's previously filed Registration Statements, File Nos. 2-83584, 
         33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407, 33-58409, 
         33-59445, 333-02133, 333-04481, 333-07309 and 333-15283.

24-a     Power of Attorney.
</TABLE>

                                      47
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number   Description
-------- ------------
<S>      <C>

27-a     Financial Data Schedule.

99-a     Cautionary Statement Regarding Forward-Looking Statements.

         There have been excluded from the exhibits filed with this report
         instruments defining the rights of holders of long-term debt of the Company
         where the total amount of the securities authorized under such instruments
         does not exceed 10% of the total assets of the Company.  The Company hereby
         agrees to furnish a copy of any such instruments to the Commission upon
         request.

</TABLE>

(b)      REPORTS ON FORM 8-K

         Form 8-K/A Amendment No. 1 to Current Report on Form 8-K dated July 1, 
         1996 filed on September 13, 1996 in connection with the acquisition 
         of Solitra Oy, a Finnish corporation.     

         Current Report on Form 8-K dated September 24, 1996 filed on October 7,
         1996 in connection with the Company's announcement of a two-for-one 
         common stock split, in the form of a one-hundred percent (100%) stock 
         dividend.

(c)      See Exhibit Index and Exhibits attached to this report.

(d)      See Financial Statement Schedules included in Part II, Item 8 of this
         report.

__________________
* Management contract or compensatory plan or arrangement required to be
  filed as an Exhibit to the Annual Report on Form 10-K.












                                      48

<PAGE>


                                      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.

                                      ADC TELECOMMUNICATIONS, INC.

Dated:   January 9, 1997              By:    /s/ William J. Cadogan 
                                             ------------------------
                                             William J. Cadogan
                                             Chairman of the Board, President,
                                             Chief Executive Officer and
                                             Chief Operating Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                        <C>                                <C>
 /s/ William J. Cadogan    Chairman of the Board, President,  Dated:  January 9, 1997
-----------------------    Chief Executive Officer and
William J. Cadogan         Chief Operating Officer
                           (principal executive officer)

/s/ Robert E. Switz        Vice President, Chief Financial    Dated:  January 9, 1997
-----------------------    Officer
Robert E. Switz            (principal financial officer)

/s/ Charles T. Roehrick    Vice President, Controller         Dated:  January 9, 1997
-----------------------    (principal accounting officer)
Charles T. Roehrick          

James C. Castle*           Director                           Dated:  January 9, 1997
Thomas E. Holloran*        Director                           Dated:  January 9, 1997
B. Kristine Johnson*       Director                           Dated:  January 9, 1997
Charles W. Oswald*         Director                           Dated:  January 9, 1997
Irene M. Qualters*         Director                           Dated:  January 9, 1997
Alan E. Ross*              Director                           Dated:  January 9, 1997
Jean-Pierre Rosso*         Director                           Dated:  January 9, 1997
Donald M. Sullivan*        Director                           Dated:  January 9, 1997
Warde F. Wheaton*          Director                           Dated:  January 9, 1997
John D. Wunsch*            Director                           Dated:  January 9, 1997


*By  /s/ David F. Fisher                                      Dated:  January 9, 1997
   --------------------
David F. Fisher
Attorney-in-Fact

</TABLE>
                                      49
<PAGE>


                             ADC TELECOMMUNICATIONS, INC.
                              ANNUAL REPORT ON FORM 10-K
                      FOR THE FISCAL YEAR ENDED OCTOBER 31, 1996
                                           
                                    EXHIBIT INDEX
                                           

<TABLE>
<CAPTION>

Exhibit
Number   Description                                                                Page
------   -----------                                                                ----
<S>      <C>                                                                        <C> 
3-a      Restated Articles of Incorporation of ADC Telecommunications, Inc., as
         amended.  (Incorporated by reference to Exhibit 4.1 to the
         Company's Registration Statement on Form S-8 dated May 24, 1996.)

3-b      Composite Restated Bylaws of ADC Telecommunications, Inc., as amended. 
         (Incorporated by reference to Exhibit 3-b to the Company's Annual
         Report on Form 10-K for the fiscal year ended October 31, 1989.)

4-a      Form of certificate for shares of Common Stock of ADC
         Telecommunications, Inc.  (Incorporated by reference to Exhibit
         4-a to the Company's Form 10-Q for the quarter ended January 31,
         1996.)

4-b      Restated Articles of Incorporation of ADC Telecommunications, Inc., as
         amended.  (Incorporated by reference to Exhibit 4.1 to the
         Company's Registration Statement on Form S-8 dated May 24, 1996.)

4-c      Composite Restated Bylaws of ADC Telecommunications, Inc., as amended. 
         (Incorporated by reference to Exhibit 3-b to the Company's Annual
         Report on Form 10-K for the fiscal year ended October 31, 1989.)

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 the Company's Form 8-K dated December 11, 1995.)

10-a     Stock Option and Restricted Stock Plan, restated as of January 26,
         1988.  (Incorporated by reference to Exhibit 10-a to the
         Company's Quarterly Report on Form 10-Q for the quarter ended
         April 30, 1988.)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Exhibit
Number   Description                                                              Page
-------  -----------                                                              ------
<S>      <C>                                                                      <C>

10-b     Amendment to Stock Option and Restricted Stock Plan dated as of
         September 26, 1989.  (Incorporated by reference to Exhibit 10-e
         to the Company's Annual Report on Form 10-K for the fiscal year
         ended October 31, 1989.)

10-c     ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended..... 

10-d     Business Unit Management Incentive Plan Document - Directors and
         Above Fiscal Year 1997. ...............................................

10-e     Corporate Management Incentive Plan Document - Directors and Above
         Fiscal Year 1997. .....................................................

10-f     International Management Incentive Plan Document Fiscal Year 1997. ....

10-g     Executive Incentive Exchange Plan Fiscal Year 1997. ...................

10-h     Executive Incentive Exchange Plan Fiscal Year 1996. ...................

10-i     Broadband Connectivity Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-h to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-j     Corporate Management Incentive Plan Fiscal Year 1996. (Incorporated by
         reference to Exhibit 10-i to the Company's Quarterly Report on
         Form 10-Q for the Quarter ended January 31, 1996.)

10-k     Enterprise Networking Group Management Incentive Plan Fiscal Year
         1996. (Incorporated by reference to Exhibit 10-j to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-l     International Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-k to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-m     Network Services Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-m to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-n     ADC Video Systems Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-o to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Exhibit
Number   Description                                                              Page
------   -----------                                                              ----
<S>      <C>                                                                      <C>
10-o     Systems Integration Management Incentive Plan Fiscal Year 1996.
         (Incorporated by reference to Exhibit 10-r to the Company's
         Quarterly Report on Form 10-Q for the Quarter ended January 31,
         1996.)

10-p     Broadband Connectivity Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-f to the Company's
         Quarterly Report on Form 10-Q for the quarter ended January 31,
         1995.)

10-q     Corporate Management Incentive Plan Fiscal Year 1995.  (Incorporated
         by reference to Exhibit 10-g to the Company's Quarterly Report on
         Form 10-Q for the quarter ended January 31, 1995.)

10-r     International Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-i to the Company's
         Quarterly Report on Form 10-Q for the quarter ended January 31,
         1995.)

10-s     Kentrox Management Incentive Plan Fiscal Year 1995.  (Incorporated by
         reference to Exhibit 10-j to the Company's Quarterly Report on
         Form 10-Q for the quarter ended January 31, 1995.)

10-t     Network Services Management Incentive Plan Fiscal Year 1995. 
         (Incorporated by reference to Exhibit 10-k to the Company's
         Quarterly Report on Form 10-Q for the quarter ended January 31,
         1995.)

10-u     Supplemental Executive Retirement Plan Agreement for William J.
         Cadogan, dated as of November 1, 1990, between ADC
         Telecommunications, Inc. and William J. Cadogan, as amended. .......

10-v     ADC Telecommunications, Inc. Change in Control Severance Pay Plan
         Statement and Summary Plan Description.  (Incorporated by
         reference to Exhibit 10-q to the Company's Annual Report on Form
         10-K for the fiscal year ended October 31, 1989.)

10-w     Compensation Plan for Directors of ADC Telecommunications, Inc.,
         restated as of December 31, 1988.  (Incorporated by reference to
         Exhibit 10-b to the Company's Quarterly Report on Form 10-Q for
         the quarter ended January 31, 1989.)

10-x     First Amendment of the Compensation Plan for Directors of ADC
         Telecommunications, Inc. restated as of December 31, 1988. 
         (Incorporated by reference to Exhibit 10-s to the Company's
         Annual Report on Form 10-K for the fiscal year ended October 31,
         1989.)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Exhibit
Number   Description                                                              Page
------   -----------                                                              ----
<S>      <C>                                                                      <C>

10-y     ADC Telecommunications, Inc. Directors' Supplemental Retirement Plan
         dated as of January 23, 1990.  (Incorporated by reference to
         Exhibit 10-m to the Company's Annual Report on Form 10-K for the
         fiscal year ended October 31, 1990.)

10-z     ADC Telecommunications, Inc. Nonemployee Director Stock Option
         Plan, as amended. ...................................................

10-aa    ADC Telecommunications, Inc. Deferred Compensation Plan, dated as
         of November 1, 1978, as amended. ....................................

10-bb    ADC Telecommunications, Inc. Pension Excess Plan, dated as of
         January 1, 1985, as amended. ........................................


10-cc    ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of
         September 1, 1990, as amended. ......................................

10-dd    Lease Agreement, dated August 21, 1990, between Minnetonka
         Corporate Center I Limited Partnership and ADC
         Telecommunications, Inc.  (Incorporated by reference to Exhibit
         10-x to the Company's Annual Report on Form 10-K  for the fiscal
         year ended October 31, 1990.)

10-ee    Lease Agreement, dated October 26, 1990, between Lutheran
         Brotherhood and ADC Telecommunications, Inc.  (Incorporated by
         reference to Exhibit 10-w to the Company's Annual Report on Form
         10-K for the fiscal year ended October 31, 1990.)

10-ff    Sublease Agreement, dated October 31, 1990, between Seagate
         Technology, Inc. and ADC Telecommunications, Inc.  (Incorporated
         by reference to Exhibit 10-y to the Company's Annual Report on
         Form 10-K for the fiscal year ended October 31, 1990.)

10-gg    Sublease, dated as of February 21, 1995, between Seagate
         Technology, Inc. and ADC Telecommunications, Inc.  (Incorporated
         by reference to Exhibit 10-a of the Company's Quarterly Report on
         Form 10-Q for the quarter ended April 30, 1995.)

</TABLE>




<PAGE>
<TABLE>
<CAPTION>

Exhibit
Number   Description                                                              Page
------   -----------                                                              ----
<S>      <C>                                                                      <C>

10-hh    Extension of Lease, dated December 7, 1995, between ADC
         Telecommunications, Inc. and Lutheran Brotherhood (for the
         Company's facility located at 5900 Clearwater Drive, Minnetonka
         Corporate Center, Minnetonka, Minnesota.) (Incorporated by
         reference to Exhibit 10-w to the Company's Quarterly Report on
         Form 10-Q for the Quarter ended January 31, 1996.)

10-ii    Extension of Lease, dated December 7, 1995, between ADC
         Telecommunications, Inc. and Lutheran Brotherhood (for the
         Company's facility located at 5950 Clearwater Drive, Minnetonka
         Corporate Center, Minnetonka, Minnesota). (Incorporated by
         reference to Exhibit 10-x to the Company's Quarterly Report on
         Form 10-Q for the Quarter ended January 31, 1996.)

10-jj    Stock Purchase Agreement, dated July 1, 1996, by and between ADC
         Telecommunications, Inc., ADC Mersum Oy and the Shareholders of
         Solitra Oy.  (Incorporated by reference to Exhibit 2.1 to the
         Company's Current Report on Form 8-K dated July 1, 1996.)

21-a     Subsidiaries of the Company. .............................................

23-a     Consent of Independent Public Accountants to the incorporation of
         their report dated November 26, 1996, included in this Form 10-K,
         into the Company's previously filed Registration Statements, File
         Nos. 2-83584, 33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407,
         33-58409, 33-59445, 333-02133, 333-04481, 333-07309 and 333-15283.........

24-a     Power of Attorney. .......................................................

27-a     Financial Data Schedule. .................................................

99-a     Cautionary Statement Regarding Forward-Looking Statements. ...............

</TABLE>