##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|           |  |                                                                                            
|---------- |  | -------------------------------------------------------------------------------------------
|(Mark One)
|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

OR

|      |  |                                                                                             
|----- |  | --------------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

For the transition period from ___ to ___

COMMISSION FILE NUMBER 0-27555

ILLUMINET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
36-4042177
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

4501 Intelco Loop, Lacey, Washington
98503
(Address of principal executive office)
(Zip code)

(360) 493-6000
(Registrants telephone number, including area code)

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 past 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.   Yes [X]   No [   ]

At August 1, 2001, 32,595,394 shares of Common Stock, $0.01 par value per share
were outstanding.





---

TABLE OF CONTENTS



|                             |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1: Financial Statements                                                                 
|                             |                                                                                               | CONSOLIDATED BALANCE SHEETS                         
|                             |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                   
|                             |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                             | ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3: Quantitative and Qualitative Disclosures about Market Risk                           
|PART II OTHER INFORMATION   
|                             | ITEM 1: LEGAL PROCEEDINGS                                                                    
|                             | ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                             | ITEM 3: DEFAULTS UPON SENIOR SECURITIES                                                      
|                             | ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                             | ITEM 5: OTHER INFORMATION                                                                    
|                             | ITEM 6: EXHIBITS AND REPORTS ON FORM&NBSP;8-K                                                
|SIGNATURES                  



---



##### Table of Contents



ILLUMINET HOLDINGS, INC.

FORM 10-Q

INDEX

|           |  |                                                                                                    |  |     
|---------- |  | -------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                    |  | Page
|           |  |                                                                                                    |  |     
|PART I:    |  | FINANCIAL INFORMATION                                                                              |  |     
|          
|          
|          
|          
|ITEM 1:    |  | Financial Statements                                                                               |  |     
|          
|          
|          
|          
|           |  | Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000                              |  | 1   
|          
|          
|          
|          
|           |  | Consolidated Statements of Income for the three months and six months
ended June 30, 2001 and 2000 |  | 2   
|          
|          
|          
|          
|           |  | Consolidated Statements of Cash Flows for the six months ended
June 30, 2001 and 2000              |  | 3   
|          
|          
|          
|          
|           |  | Notes to Condensed Consolidated Financial Statements  June 30, 2001                               |  | 4   
|          
|          
|          
|          
|ITEM 2:    |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations              |  | 6   
|          
|          
|          
|          
|ITEM 3:    |  | Quantitative and Qualitative Disclosures about Market Risk                                         |  | 12  
|          
|          
|          
|          
|PART II:   |  | OTHER INFORMATION                                                                                  |  |     
|          
|          
|          
|          
|ITEM 1:    |  | Legal Proceedings                                                                                  |  | 12  
|          
|          
|          
|          
|ITEM 2:    |  | Changes in Securities and Use of Proceeds                                                          |  | 12  
|          
|          
|          
|          
|ITEM 3:    |  | Defaults Upon Senior Securities                                                                    |  | 13  
|          
|          
|          
|          
|ITEM 4:    |  | Submission of Matters to a Vote of Security Holders                                                |  | 13  
|          
|          
|          
|          
|ITEM 5:    |  | Other Information                                                                                  |  | 13  
|          
|          
|          
|          
|ITEM 6:    |  | Exhibits and Reports on Form 8-K                                                                   |  | 13  
|          
|          
|          
|          
|SIGNATURES |  |                                                                                                    |  | 14  





---



##### Table of Contents






PART I

FINANCIAL INFORMATION




ITEM 1: Financial Statements




ILLUMINET HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |              |         |  |  | 
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ------- | ------- | ----------- | ------ | ------------ | ------- |  |  | 
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         | JUNE 30,    |        | DECEMBER 31,
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         | 2001        |        | 2000        
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         | (UNAUDITED) |        |              |         | 
|                                                       |                                                                                                                                                                                       |                                            |                                      | ASSETS  |         |             |        |              |         |  |  | 
|                                                      
|                                                      
|                                                      
|                                                      
|Current assets:                                        |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Cash and cash equivalents                                                                                                                                                             |                                            | $                                    | 60,391  |         |             | $      | 32,358       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Available-for-sale securities                                                                                                                                                         |                                            |                                      | 61,903  |         |             |        | 84,531       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Accounts receivable, less allowance for doubtful
accounts of $3,643 ($2,313 in 2000)                                                                                                  |                                            |                                      | 47,280  |         |             |        | 42,891       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Deferred income taxes                                                                                                                                                                 |                                            |                                      | 1,112   |         |             |        | 939          |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Income taxes receivable                                                                                                                                                               |                                            |                                      | 2,051   |         |             |        | 752          |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Prepaid expenses and other                                                                                                                                                            |                                            |                                      | 4,011   |         |             |        | 3,148        |        
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       | Total current assets                       |                                      |         | 176,748 |             |        |              | 164,619 | 
|                                                      
|                                                      
|                                                      
|                                                      
|Property and equipment, net                            |                                                                                                                                                                                       |                                            | 75,324                               |         |         |             | 65,279 |             
|                                                      
|                                                      
|                                                      
|                                                      
|Other assets                                           |                                                                                                                                                                                       |                                            | 1,608                                |         |         |             | 1,463  |             
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       | Total assets                               |                                      | $       | 253,680 |             |        | $            | 231,361 | 
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       |                                            | LIABILITIES AND STOCKHOLDERS EQUITY |         |         |             |        |              |         |  | 
|                                                      
|                                                      
|                                                      
|                                                      
|Current liabilities:                                   |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Trade accounts payable                                                                                                                                                                |                                            | $                                    | 13,185  |         |             | $      | 15,071       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Accrued expenses                                                                                                                                                                      |                                            |                                      | 6,426   |         |             |        | 8,354        |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Due to customers                                                                                                                                                                      |                                            |                                      | 15,877  |         |             |        | 13,520       |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Current portion of obligations under capital leases                                                                                                                                   |                                            |                                      | 2,762   |         |             |        | 2,693        |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Current portion of long-term debt                                                                                                                                                     |                                            |                                      | 323     |         |             |        | 675          |        
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       | Total current liabilities                  |                                      |         | 38,573  |             |        |              | 40,313  | 
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|Deferred income taxes                                  |                                                                                                                                                                                       |                                            | 5,899                                |         |         |             | 5,819  |             
|                                                      
|                                                      
|                                                      
|                                                      
|Obligations under capital leases, less current portion |                                                                                                                                                                                       |                                            | 1,157                                |         |         |             | 2,402  |             
|                                                      
|                                                      
|                                                      
|                                                      
|Long-term debt, less current portion                   |                                                                                                                                                                                       |                                            | 5,988                                |         |         |             | 6,153  |             
|                                                      
|                                                      
|                                                      
|                                                      
|Stockholders equity:                                  |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Preferred Stock, par value $.01 per share,
authorized 100,000 shares, 4,416 shares designated as Series A, none
outstanding and 7,000 shares designated as Series B,
none outstanding |                                            |                                      |        |         |             |        |             |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Common Stock, par value $.01 per share,
authorized 150,000,000 shares, issued 32,582,647 and outstanding
32,577,647 (issued and outstanding 32,108,297 in 2000)                       |                                            |                                      | 326     |         |             |        | 321          |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Additional paid-in capital                                                                                                                                                            |                                            |                                      | 122,936 |         |             |        | 117,056      |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Deferred stock-based compensation                                                                                                                                                     |                                            |                                      | (2,205  | )       |             |        | (2,758       | )      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Retained earnings                                                                                                                                                                     |                                            |                                      | 81,006  |         |             |        | 62,055       |        
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       | Total stockholders equity                 |                                      |         | 202,063 |             |        |              | 176,674 | 
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             
|                                                       |                                                                                                                                                                                       | Total liabilities and stockholders equity |                                      | $       | 253,680 |             |        | $            | 231,361 | 
|                                                       |                                                                                                                                                                                       |                                            |                                      |         |         |             |        |             





---



##### Table of Contents






ILLUMINET HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |        |        | 
|---------------------------------------- | ----------------------------------- | -------------- | ---------- | ------------------ | ------ | ---------------- | ---------- | ----- | ------ | ---- | ---------- | ------ | ------ | - | ---------- | ------ | ------ | 
|                                         |                                     |                |            | THREE MONTHS ENDED |        | SIX MONTHS ENDED
|                                         |                                     |                |            | JUNE 30,           |        | JUNE 30,        
|                                         |                                     |                |            |                    |        |                 
|                                         |                                     |                |            | 2001               |        | 2000             |            | 2001  |        | 2000
|                                         |                                     |                |            |                    |        |                  |            |       |        |     
|                                         |                                     |                |            | (UNAUDITED)       
|Revenues                                 |                                     | $              | 47,218     |                    |        | $                | 36,257     |       |        | $    | 91,704     |        |        | $ | 70,786     |       
|                                        
|                                        
|                                        
|                                        
|Expenses:                                |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|                                        
|                                        
|                                        
|                                        
|                                         | Carrier costs                       |                |            | 8,370              |        |                  |            | 6,813 |        |      |            | 16,352 |        |   |            | 13,325 |       
|                                        
|                                        
|                                        
|                                        
|                                         | Operating                           |                |            | 11,956             |        |                  |            | 9,612 |        |      |            | 23,911 |        |   |            | 18,776 |       
|                                        
|                                        
|                                        
|                                        
|                                         | Selling, general and administrative |                |            | 6,991              |        |                  |            | 5,062 |        |      |            | 14,150 |        |   |            | 9,950  |       
|                                        
|                                        
|                                        
|                                        
|                                         | Depreciation and amortization       |                |            | 5,337              |        |                  |            | 3,805 |        |      |            | 9,880  |        |   |            | 7,448  |       
|                                        
|                                        
|                                        
|                                        
|                                         | Merger costs                        |                |            |                   |        |                  |            | 3,353 |        |      |            |       |        |   |            | 3,353  |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|                                         |                                     | Total expenses |            |                    | 32,654 |                  |            |       | 28,645 |      |            |        | 64,293 |   |            |        | 52,852 | 
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Operating income                         |                                     |                | 14,564     |                    |        |                  | 7,612      |       |        |      | 27,411     |        |        |   | 17,934     |       
|                                        
|                                        
|                                        
|                                        
|Interest income                          |                                     |                | 1,711      |                    |        |                  | 1,871      |       |        |      | 3,585      |        |        |   | 3,671      |       
|                                        
|                                        
|                                        
|                                        
|Interest expense                         |                                     |                | (220       | )                  |        |                  | (385       | )     |        |      | (422       | )      |        |   | (756       | )     
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Income before income taxes               |                                     |                | 16,055     |                    |        |                  | 9,098      |       |        |      | 30,574     |        |        |   | 20,849     |       
|                                        
|                                        
|                                        
|                                        
|Income tax provision                     |                                     |                | 6,102      |                    |        |                  | 4,851      |       |        |      | 11,623     |        |        |   | 9,319      |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Net income                               |                                     | $              | 9,953      |                    |        | $                | 4,247      |       |        | $    | 18,951     |        |        | $ | 11,530     |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Earnings per share  basic               |                                     | $              | 0.31       |                    |        | $                | 0.13       |       |        | $    | 0.59       |        |        | $ | 0.36       |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Earnings per share  diluted             |                                     | $              | 0.29       |                    |        | $                | 0.12       |       |        | $    | 0.56       |        |        | $ | 0.33       |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Weighted-average common shares  basic   |                                     |                | 32,495,794 |                    |        |                  | 31,189,663 |       |        |      | 32,366,246 |        |        |   | 31,151,949 |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       
|Weighted-average common shares  diluted |                                     |                | 33,908,787 |                    |        |                  | 33,548,112 |       |        |      | 33,807,688 |        |        |   | 33,530,380 |       
|                                         |                                     |                |            |                    |        |                  |            |       |        |      |            |        |        |   |            |       





---



##### Table of Contents






ILLUMINET HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

|                                          |                                                                                   |                                  |                        |        |                  |        |      |         |        |        |  
|----------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------- | ---------------------- | ------ | ---------------- | ------ | ---- | ------- | ------ | ------ | -
|                                          |                                                                                   |                                  |                        |        | SIX MONTHS ENDED
|                                          |                                                                                   |                                  |                        |        | JUNE 30,        
|                                          |                                                                                   |                                  |                        |        |                 
|                                          |                                                                                   |                                  |                        |        | 2001             |        | 2000
|                                          |                                                                                   |                                  |                        |        |                  |        |     
|                                          |                                                                                   |                                  |                        |        | (UNAUDITED)     
|Operating activities:                     |                                                                                   |                                  |                        |        |                  |        |      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Net income                                                                        |                                  | $                      | 18,951 |                  |        | $    | 11,530  |       
|                                         
|                                         
|                                         
|                                         
|                                          | Adjustments to reconcile net income to net
cash provided by operating activities: |                                  |                        |        |                  |        |      |         |       
|                                         
|                                         
|                                         
|                                         
|                                          | Depreciation and amortization                                                     |                                  |                        | 9,880  |                  |        |      | 7,448   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Stock-based compensation expense                                                  |                                  |                        | 553    |                  |        |      | 571     |       
|                                         
|                                         
|                                         
|                                         
|                                          | Deferred income taxes                                                             |                                  |                        | (93    | )                |        |      |        |       
|                                         
|                                         
|                                         
|                                         
|                                          | Change in:                                                                        |                                  |                        |        |                  |        |      |         |       
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   |                                  | Accounts receivable    |        |                  | (4,299 | )    |         |        | 1,072  |  
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   |                                  | Trade accounts payable |        |                  | (2,060 | )    |         |        | (425   | )
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   |                                  | Accrued expenses       |        |                  | (1,928 | )    |         |        | 97     |  
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   |                                  | Due to customers       |        |                  | 2,357  |      |         |        | (1,195 | )
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   |                                  | Other                  |        |                  | 2,445  |      |         |        | (781   | )
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Net cash provided by operating activities                                         |                                  |                        | 25,806 |                  |        |      | 18,317  |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|Investing activities:                     |                                                                                   |                                  |                        |        |                  |        |      |        
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   | Sales (purchases) of investments |                        |        | 22,628           |        |      |         | (2,496 | )     
|                                         
|                                         
|                                         
|                                         
|                                          |                                                                                   | Capital purchases and other      |                        |        | (20,509          | )      |      |         | (9,004 | )     
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Net cash provided by (used in) investing activities                               |                                  |                        | 2,119  |                  |        |      | (11,500 | )     
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|Financing activities:                     |                                                                                   |                                  |                        |        |                  |        |      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Proceeds from issuance of Common Stock                                            |                                  |                        | 2,084  |                  |        |      | 1,253   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Proceeds from issuance of notes payable and
long-term debt                        |                                  |                        |       |                  |        |      | 3,303   |       
|                                         
|                                         
|                                         
|                                         
|                                          | Principal payments on notes payable, long-term
debt and capital leases            |                                  |                        | (1,869 | )                |        |      | (11,056 | )     
|                                         
|                                         
|                                         
|                                         
|                                          | Stock repurchase                                                                  |                                  |                        | (107   | )                |        |      |        |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Net cash provided by (used in) financing activities                               |                                  |                        | 108    |                  |        |      | (6,500  | )     
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|Net increase in cash and cash equivalents |                                                                                   |                                  | 28,033                 |        |                  |        | 317  |        
|                                         
|                                         
|                                         
|                                         
|Cash and cash equivalents at:             |                                                                                   |                                  |                        |        |                  |        |      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Beginning of period                                                               |                                  |                        | 32,358 |                  |        |      | 24,223  |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | End of period                                                                     |                                  | $                      | 60,391 |                  |        | $    | 24,540  |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|Supplemental cash flow disclosure:        |                                                                                   |                                  |                        |        |                  |        |      |        
|                                         
|                                         
|                                         
|                                         
|                                          | Income taxes paid                                                                 |                                  | $                      | 8,551  |                  |        | $    | 9,660   |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Interest paid                                                                     |                                  | $                      | 495    |                  |        | $    | 812     |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Capital acquisitions financed through capital leases                              |                                  | $                      | 207    |                  |        | $    |        |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        
|                                          | Dividends and accretion on Convertible Redeemable
Preferred Stock                 |                                  | $                      |       |                  |        | $    | 427     |       
|                                          |                                                                                   |                                  |                        |        |                  |        |      |        





---



##### Table of Contents






ILLUMINET HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Illuminet Holdings, Inc. and its wholly-owned subsidiaries Illuminet, Inc.
(Illuminet) and National Telemanagement Corporation (NTC) (collectively
referred to as the Company) are engaged in the business of developing,
managing and marketing a Signaling System 7 (SS7) network and related products
and services based on SS7 technology to the entire telecommunications
marketplace. SS7 is a telecommunications industry-standard system of protocols
and procedures that is used to control telephone communications and provide
routing information in association with vertical calling features, such as
calling card validation, advanced intelligent network services, local number
portability, wireless services, toll-free number database access, and caller
identification. Additionally, Illuminet provides advanced database services,
billing-and-collection services, calling card services, and network usage
software applications to a range of telephone companies as well as interexchange
carriers, operator service providers and other telecommunications companies and
providers of telecommunications services.

The Company has its corporate headquarters and a portion of its operations
located in Lacey, Washington; a portion of its operations located in Dallas,
Texas; a network control center and related operations located in Overland Park,
Kansas; and additional SS7 Signal Transfer Points located in Rock Hill, South
Carolina; Mattoon, Illinois; Las Vegas, Nevada; Akron, Pennsylvania; Waynesboro,
Virginia; San Bernardino, California; San Francisco, California; Warwick, New
York; and Chatham, New York.

BASIS OF FINANCIAL STATEMENT PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of Illuminet as of June 30, 2001 and
for the three months and six months ended June 30, 2001 and 2000 presented in
this Form 10-Q are unaudited, and in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments) necessary for the
fair presentation of Illuminets financial position, results of its operations
and its cash flows for each period presented. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
Illuminet believes that the disclosures made are adequate to make the
information presented not misleading. The results of the interim periods are not
necessarily indicative of future results. These consolidated financial
statements and notes thereto should be read in conjunction with Illuminets
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
March 9, 2001.

The consolidated financial statements include the financial statements of
Illuminet Holdings, Inc. and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.



---



##### Table of Contents



ACCOUNTS RECEIVABLE

Included in accounts receivable are the following balances:

|                                |  |                  |        |              |  |   |        | 
|------------------------------- |  | ---------------- | ------ | ------------ |  | - | ------ | 
|                                |  | JUNE 30,         |        | DECEMBER 31,
|                                |  | 2001             |        | 2000        
|                                |  |                  |        |             
|                                |  | ($ IN THOUSANDS)
|
|                                |  |                  |        |              |  |   |        | 
|Non-revenue billings receivable |  | $                | 25,964 |              |  | $ | 21,409 | 
|                               
|                               
|                               
|                               
|Trade accounts receivable       |  |                  | 24,959 |              |  |   | 23,795 | 
|                                |  |                  |        |              |  |   |        | 
|Gross accounts receivable       |  |                  | 50,923 |              |  |   | 45,204 | 
|                               
|                               
|                               
|                               
|Less: allowance for bad debts   |  |                  | 3,643  |              |  |   | 2,313  | 
|                                |  |                  |        |              |  |   |        | 
|Net accounts receivable         |  | $                | 47,280 |              |  | $ | 42,891 | 
|                                |  |                  |        |              |  |   |        | 

Non-revenue billings include network access charges and clearinghouse
amounts invoiced but not recognized as revenue. This amount has been estimated
by management.

EARNINGS PER SHARE

The computation of earnings per share-basic is based on net income
available to common shareholders and the weighted-average number of outstanding
common shares, including Class A Common Stock. The computation of earnings per
share-diluted includes the dilutive effect, if any, of outstanding Series A
Preferred Stock, and Convertible Redeemable Preferred Stock calculated using the
as if converted method, and Common Stock options, Class A Common Stock options
and Common Stock Warrants calculated using the treasury stock method. Effective
with Illuminets initial public offering on October 7, 1999, all existing common
stock available to common shareholders of Illuminet outstanding immediately
prior to the initial public offering was renamed to Class A Common Stock. Each
share of Class A Common Stock automatically converted into four shares of Common
Stock on April 5, 2000.

NOTE 2. EARNINGS PER SHARE

The following table sets forth the computation of earnings per
share-basic and diluted (in thousands, except share and per share amounts):

|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |            |           | 
|-------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------- | ----- | ------------------ | --------- | ---------------- | ----- | ---------- | --------- | ---- | ------ | ---------- | --------- | - | ------ | ---------- | --------- | 
|                                                                                 |                                                                                                  |                                  |       | THREE MONTHS ENDED |           | SIX MONTHS ENDED
|                                                                                 |                                                                                                  |                                  |       | JUNE 30,           |           | JUNE 30,        
|                                                                                 |                                                                                                  |                                  |       |                    |           |                 
|                                                                                 |                                                                                                  |                                  |       | 2001               |           | 2000             |       | 2001       |           | 2000
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |     
|Numerator:                                                                       |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Net income                                                                                       |                                  | $     | 9,953              |           |                  | $     | 4,247      |           |      | $      | 18,951     |           |   | $      | 11,530     |          
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Accretion of redemption value and
cumulative dividends of Convertible
Redeemable Preferred Stock |                                  |       |                   |           |                  |       | (202       | )         |      |        |           |           |   |        | (404       | )        
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|Numerator for earnings per share-basic 
Income available to common stockholders |                                                                                                  | $                                | 9,953 |                    |           | $                | 4,045 |            |           | $    | 18,951 |            |           | $ | 11,126 |           
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|Denominator:                                                                     |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Denominator for earnings per share-basic 
weighted-average shares                               |                                  |       | 32,495,794         |           |                  |       | 31,189,663 |           |      |        | 32,366,246 |           |   |        | 31,151,949 |          
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Weighted-average effect of dilutive securities:                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |            |          
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                                                                                  | Stock options                    |       |                    | 1,412,993 |                  |       |            | 1,944,353 |      |        |            | 1,441,442 |   |        |            | 1,964,335 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                                                                                  | Stock warrants                   |       |                    |          |                  |       |            | 414,096   |      |        |            |          |   |        |            | 414,096   | 
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|                                                                                 |                                                                                                  | Dilutive potential common shares |       |                    | 1,412,993 |                  |       |            | 2,358,449 |      |        |            | 1,441,442 |   |        |            | 2,378,431 | 
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|                                                                                 | Denominator for earnings per share-diluted
- adjusted weighted-average shares                    |                                  |       | 33,908,787         |           |                  |       | 33,548,112 |           |      |        | 33,807,688 |           |   |        | 33,530,380 |          
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|Earnings per share  basic                                                       |                                                                                                  | $                                | 0.31  |                    |           | $                | 0.13  |            |           | $    | 0.59   |            |           | $ | 0.36   |           
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           
|Earnings per share  diluted                                                     |                                                                                                  | $                                | 0.29  |                    |           | $                | 0.12  |            |           | $    | 0.56   |            |           | $ | 0.33   |           
|                                                                                 |                                                                                                  |                                  |       |                    |           |                  |       |            |           |      |        |            |           |   |        |           





---



##### Table of Contents






ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We operate the largest unaffiliated SS7 network in the United States and
are a leading provider of complementary intelligent network and SS7 services to
telecommunications carriers. Connection to our network gives carriers access to
the system of signaling networks of nearly the entire U.S. public-switched
telecommunications infrastructure through a single source.

SS7 is the industry standard used by almost every switched telephone
network operator in the United States and Canada to identify available network
routes and designate the circuits to be used for each individual telephone call.
SS7 networks also provide access to intelligent network services, such as caller
identification, calling card validation, local number portability and other
specialized database access functions, all of which are performed in the seconds
it takes to complete a call. SS7 networks are specialized packet-switched data
networks that provide these control functions and services in parallel with
separate voice networks.

Our SS7 network is composed of specialized SS7 switches, sophisticated
computers and databases strategically located across the country. These elements
interconnect our customers and all of the largest U.S. telecommunications
carriers through leased lines. Our SS7 network serves incumbent local exchange
carriers, competitive local exchange carriers, long distance companies, wireless
telecommunications providers and Internet service providers. Overall, we provide
services, including intelligent network services and wireless account management
services to over 800 customers.

PRODUCTS AND SERVICES

Our products and services include:



| |  |  | network services, which includes (1) SS7 connectivity, switching and the
transport of messages used to route calls and query databases, (2)
intelligent network services, such as database access, including local
number portability and support for roaming between carriers, and (3)
wireless services, such as IS-41 signaling, prepaid wireless account
management and unregistered wireless roaming services;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | clearinghouse services that facilitate payments among telecommunications
carriers; and                                                                                                                                                                                                                                                                                                                             
|
| |  |  | network usage software applications.                                                                                                                                                                                                                                                                                                                                                                               

Our SS7 network connectivity, switching and transport services provide
telecommunications carriers access to the signaling networks of nearly the
entire U.S. public-switched telecommunications infrastructure through a single
source. Once connected, customers use our SS7 network to route and complete
voice and data transmissions and access related and complementary services and
applications available from us or from third-party vendors. Once a customer is
connected to our SS7 network, we continue to provide support services to
maintain and upgrade its connection on a 24 hours a day, seven day a week basis.

Intelligent network services encompass a number of database query
functions, including caller identification, toll-free calling, calling card
validation, local number portability and seamless wireless roaming. Each of
these services uses our SS7 network to access databases, some maintained by us
and others maintained by third parties.

Wireless services support seamless wireless roaming using IS-41 signaling
protocol. Prepaid wireless account management and unregistered wireless roaming
services include providing a prepaid wireless billing service that charges and
replenishes the customers personal prepaid account and services that provide
access to roaming for unregistered users which allows such users to debit their
personal prepaid account while roaming or use an alternative payment method such
as a credit card for calls without live operator intervention.





---



##### Table of Contents



Our clearinghouse services include serving as a distribution and collection
point for billing information and payment collection for services provided by
one carrier to customers billed by another. For example, we receive a monthly
report from a long distance carrier detailing the long distance calls made by
the customers of another carrier. We prepare statements to each billing carrier
of its customers usage, which the billing carrier then uses to bill its
customers. The billing carrier remits the payments received from its customers
to us. We aggregate these payments and remit them to the long distance carrier,
net of our servicing fee.

Network usage software applications are commercial applications derived
primarily from software we developed to create billing data for the use of our
SS7 network and services. This software is licensed to carriers and allows them
to create billing data to bill another carrier for use of their signaling
network or their underlying public-switched telecommunications network.

REVENUES

Our revenues primarily come from the sale of network services, including
SS7 connectivity, switching and transport, the provision of intelligent network
services, and the provision of prepaid wireless account management and
unregistered roaming services. To a much lesser extent, we derive revenues from
our clearinghouse services and network usage software applications.

Customers generally are charged for connections to our SS7 network on a
monthly per link basis. If we provision the network facilities that provide
their connections to our network, they pay us for establishing the initial
connections that link them to our network and pay a separate monthly fee to
maintain those links. We generally price these connectivity links on a cost-plus
basis based on our facility lease costs. In addition, customers are charged on a
monthly recurring flat-fee basis for network signaling route sets based on the
number of switches to which they signal.

Our intelligent network services are delivered through our SS7 network and
a substantial majority of our customers purchase both SS7 network connections
and intelligent network services. Our intelligent network services fall into two
general categories: database administration and database query services. In
addition to paying monthly fees for SS7 connectivity, our customers pay a
per-use or per-query fee for database services. For example, we price local
number portability service order administration on a per-ported number basis,
and obtain volume-based revenue for accessing the local number portability
database on a per-query basis.

Our prepaid wireless account management services revenues are based on
either a per minute basis, where we make a percentage of every minute paid for
and used, or on a percentage of monthly access fees regardless of usage. The
unregistered wireless roaming service revenue is based on the number of
completed calls times a rate per call plus a per minute rate for call duration,
net of carrier charges.

Clearinghouse services are provided on a per message billed basis. Our
revenues vary based on the number of messages provided to us by
telecommunications companies and other message providers for aggregation and
distribution by us to the carrier who will bill to and collect from its
customers. Clearinghouse services are relatively mature, are showing a decline
in the number of messages processed, and are experiencing competitive pricing
pressures.

Revenues from network usage software applications are derived from licenses
of our software products and continuing software maintenance fees. These
products have a long sales cycle, with each individual license normally
contributing significant revenue to the product line. Therefore, these revenues
may change significantly from period to period. However, new sales opportunities
for these products in their current form are limited, as many of the customers
in the top tier market, consisting primarily of regional Bell operating
companies, have already licensed our product.





---



##### Table of Contents



EXPENSES

Our costs and expenses, which we do not attribute directly to individual
product lines, consist generally of the following:



| |  |  | Carrier costs for our SS7 and IP-based networks, which include recurring
payments to telecommunications carriers for leased lines and signal
transfer point ports. These lines and ports provide connections (1)
between our customers and our network, (2) among our own network
locations and (3) between our network and nearly all other SS7 networks
in the United States. Cost of links and ports to our customers is
variable, relating directly to the number of links and ports we provide
to our customers. Cost of links and ports among our own network locations
and to other SS7 networks is primarily fixed. We generally lease lines
and ports under tariffs with volume discounts;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Operating expenses, which include the cost of providing network services,
clearinghouse services and network usage software applications. Such
costs primarily include personnel costs and hardware and software
maintenance costs to monitor and maintain our network 24 hours a day,
seven days a week, maintain and operate our databases, process our
clearinghouse messages, and develop and maintain our network usage
software applications;                                                                                                                                                                                                                                                
|
| |  |  | Selling, general and administrative, which consist primarily of
executive, sales and marketing and administrative personnel and
professional services expense; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | Depreciation and amortization, which relate primarily to our installed
network equipment, our computer hardware and software, our corporate
facilities and our network usage software applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

RESULTS OF OPERATIONS

The table below indicates the results of our operations expressed as a
percentage of total revenues. The historical results are not necessarily
indicative of results to be expected for any future period.

|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |    |     | 
|-------------------------- | ----------------------------------- | -------------- | -- | ------------------ | --- | ---------------- | -- | ---- | --- | ---- | -- | -- | --- |  | -- | -- | --- | 
|                           |                                     |                |    | THREE MONTHS ENDED |     | SIX MONTHS ENDED
|                           |                                     |                |    | JUNE 30,           |     | JUNE 30,        
|                           |                                     |                |    |                    |     |                 
|                           |                                     |                |    | 2001               |     | 2000             |    | 2001 |     | 2000
|                           |                                     |                |    |                    |     |                  |    |      |     |     
|Revenues:                  |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|                          
|                          
|                          
|                          
|                           | Network services                    |                |    | 97                 | %   |                  |    | 95   | %   |      |    | 97 | %   |  |    | 95 | %  
|                          
|                          
|                          
|                          
|                           | Clearinghouse services              |                |    | 2                  |     |                  |    | 4    |     |      |    | 3  |     |  |    | 4  |    
|                          
|                          
|                          
|                          
|                           | Network usage software applications |                |    | 1                  |     |                  |    | 1    |     |      |    |   |     |  |    | 1  |    
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|                           |                                     | Total revenues |    |                    | 100 |                  |    |      | 100 |      |    |    | 100 |  |    |    | 100 | 
|                          
|                          
|                          
|                          
|Expenses:                  |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|                          
|                          
|                          
|                          
|                           | Carrier costs                       |                |    | 18                 |     |                  |    | 19   |     |      |    | 18 |     |  |    | 19 |    
|                          
|                          
|                          
|                          
|                           | Operating                           |                |    | 25                 |     |                  |    | 27   |     |      |    | 26 |     |  |    | 27 |    
|                          
|                          
|                          
|                          
|                           | Selling, general and administrative |                |    | 15                 |     |                  |    | 14   |     |      |    | 15 |     |  |    | 14 |    
|                          
|                          
|                          
|                          
|                           | Depreciation and amortization       |                |    | 11                 |     |                  |    | 10   |     |      |    | 11 |     |  |    | 10 |    
|                          
|                          
|                          
|                          
|                           | Merger costs                        |                |    |                   |     |                  |    | 9    |     |      |    |   |     |  |    | 5  |    
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|                           |                                     | Total expenses |    |                    | 69  |                  |    |      | 79  |      |    |    | 70  |  |    |    | 75  | 
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|Operating income           |                                     |                | 31 |                    |     |                  | 21 |      |     |      | 30 |    |     |  | 25 |   
|                          
|                          
|                          
|                          
|Interest income            |                                     |                | 4  |                    |     |                  | 5  |      |     |      | 4  |    |     |  | 5  |   
|                          
|                          
|                          
|                          
|Interest expense           |                                     |                | (1 | )                  |     |                  | (1 | )    |     |      | (1 | )  |     |  | (1 | ) 
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|Income before income taxes |                                     |                | 34 |                    |     |                  | 25 |      |     |      | 33 |    |     |  | 29 |   
|                          
|                          
|                          
|                          
|Income tax provision       |                                     |                | 13 |                    |     |                  | 13 |      |     |      | 12 |    |     |  | 13 |   
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   
|Net income                 |                                     |                | 21 | %                  |     |                  | 12 | %    |     |      | 21 | %  |     |  | 16 | % 
|                           |                                     |                |    |                    |     |                  |    |      |     |      |    |    |     |  |    |   





---



##### Table of Contents



THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000

REVENUES

Network services. Network services revenues, comprised of revenues from
network connectivity, which includes message switching and transport,
intelligent network services, and wireless services, increased by $11.5 million,
or 33%, to $45.8 million for the three months ended June 30, 2001 from $34.3
million for the same period in 2000, and by $21.4 million, or 32%, to $88.7
million for the six months ended June 30, 2001 from $67.3 million for the same
period in 2000. These increases were due to increased customer connections and
signaling across our network, substantial growth in queries processed in the
caller identification or calling name delivery and toll-free databases, and the
continued nationwide rollout of local number portability.

Network connectivity revenues increased by $3.3 million, or 28%, to
$15.3 million for the three months ended June 30, 2001 from $12.0 million for
the same period in 2000, and by $5.9 million, or 24%, to $30.2 million for the
six months ended June 30, 2001 from $24.3 million for the same period in 2000.
Intelligent network services revenues increased by $6.5 million, or 45%, to
$20.9 million for the three months ended June 30, 2001 from $14.4 million for
the same period in 2000, and by $12.0 million, or 43%, to $39.7 million for the
six months ended June 30, 2001 from $27.7 million for the same period in 2000.
These increases reflect the overall growth in our customer base and higher
caller information services volume as we obtained access to additional caller
information maintained in third-party databases. The remainder of these
increases was due to continued growth in local number portability. Wireless
services revenues increased by $1.7 million, or 21%, to $9.6 million for the
three months ended June 30, 2001 from $7.9 million for the same period in 2000,
and by $3.5 million, or 23%, to $18.8 million for the six months ended June 30,
2001 from $15.3 million for the same period in 2000 due to growth in IS-41
messaging.

Clearinghouse services. Clearinghouse services revenues decreased by
$0.3 million, or 18%, to $1.2 million for the three months ended June 30, 2001
from $1.5 million for the same period in 2000, and by $0.3 million, or 8%, to
$2.5 million for the six months ended June 30, 2001 from $2.8 million for the
same period in 2000.

Network usage software applications. Network usage software applications
revenues decreased by $0.2 million, or 48%, to $0.3 million for the three months
ended June 30, 2001 from $0.5 million for the same period in 2000, and by $0.3
million, or 31%, to $0.5 million for the six months ended June 30, 2001 from
$0.8 million for the same period in 2000. Revenues for the three months and six
months ended June 30, 2000 included approximately $0.3 million of licensing
revenues.

EXPENSES

Carrier costs. Carrier costs increased by $1.6 million, or 23%, to $8.4
million for the three months ended June 30, 2001 from $6.8 million for the same
period in 2000, and by $3.1 million, or 23%, to $16.4 million for the six months
ended June 30, 2001 from $13.3 million for the same period in 2000. Carrier
costs increased due to increased customer connections to our network and are
related to our growth in network connectivity revenue.

Operating. Operating expenses increased by $2.4 million, or 24%, to
$12.0 million for the three months ended June 30, 2001 from $9.6 million for the
same period in 2000, and by $5.1 million, or 27%, to $23.9 million for the six
months ended June 30, 2001 from $18.8 million for the same period in 2000. These
increases resulted mainly from product development and deployment expenses and
expenses related to an upgrade of our internal computer network.

Selling, general and administrative. Selling, general and administrative
expenses increased by $1.9 million, or 38%, to $7.0 million for the three months
ended June 30, 2001 from $5.1 million for the same period in 2000, and by $4.2





---



##### Table of Contents



million, or 42%, to $14.2 million for the six months ended June 30, 2001 from
$10.0 million for the same period in 2000. These increases were primarily due
to a first quarter 2001 increase of $1.5 million in reserves related to doubtful accounts and a second quarter 2001
reserve of $0.6 million caused by the bankruptcy filing of a third-party billing
vendor.

Depreciation and amortization. Depreciation and amortization expenses
increased by $1.5 million, or 40%, to $5.3 million for the three months ended
June 30, 2001 from $3.8 million for the same period in 2000, and by $2.5
million, or 33%, to $9.9 million for the six months ended June 30, 2001 from
$7.4 million for the same period in 2000. These increases reflect the
significant investment made in the last two years for network monitoring and
data collection hardware and software, database applications, and signal
transfer point switches.

Merger costs. Merger costs of $3.4 million for the three months and six
months ended June 30, 2000 reflect the direct expenses associated with the NTC
transaction.

Interest income. Interest income decreased by $0.2 million, to $1.7
million for the three months ended June 30, 2001 from $1.9 million for the same
period in 2000, and by $0.1 million, to $3.6 million for the six months ended
June 30, 2001 from $3.7 million for the same period in 2000. The decrease
reflects the recent decline in interest rates.

Interest expense. Interest expense decreased by $0.2 million, to $0.2
million for the three months ended June 30, 2001 from $0.4 million for the same
period in 2000, and by $0.4 million, to $0.4 million for the six months ended
June 30, 2001 from $0.8 million for the same period in 2000. The decrease
reflects lower interest rates on our floating-rate debt and the extinguishment
of debt related to the NTC transaction in June 2000.

Income taxes. Income tax expense increased by $1.2 million, to $6.1
million, an effective tax rate of 38%, for the three months ended June 30, 2001
from $4.9 million, an effective tax rate of 53%, for the same period in 2000,
and by $2.3 million, to $11.6 million, an effective tax rate of 38%, for the six
months ended June 30, 2001 from $9.3 million, an effective tax rate of 45%, for
the same period in 2000. These increases were driven by our increase in income.
For the three months and six months ended June 30, 2000, our effective tax rate
was higher than expected due to the non-deductibility of certain expenses
related to the NTC transaction.

LIQUIDITY AND CAPITAL RESOURCES

We rely on a combination of cash generated from operations, commercial
borrowings, vendor financing and the issuance of equity securities to fund our
operations and capital needs. Currently, our operating activities generate
positive and increasing cash flows reflecting our overall growth in revenue
combined with the leveraging of our network and cost infrastructure. We
anticipate continued high levels of investment in our infrastructure over the
next several years to manage increased network volumes, to enhance customer
support systems and to continue to improve network and service reliability.
Additionally, we anticipate continued investments in the development and
acquisition of new services and products related to our network, database and
clearinghouse services in order to address changing markets and customer needs.

Our working capital (current assets in excess of current liabilities) was
$138.2 million at June 30, 2001. The growth in working capital of $13.9 million
from $124.3 million at December 31, 2000, reflects our positive net operating
cash flows and overall business growth.

Our property and equipment acquisitions were $19.6 million for the six
months ended June 30, 2001. Expenditures for property and equipment were
primarily for network equipment to expand capacity and enhance reliability,
including network monitoring equipment, assets to support expansion of existing
products and new products under development, and corporate infrastructure. We
anticipate aggregate capital expenditures of approximately $39.0 million in 2001





---



##### Table of Contents



for network expansion, corporate infrastructure and new product development.

Effective June 1, 2000, we entered into an agreement with Bank of America
to provide a $10.0 million unsecured line of credit and a $15.0 million
unsecured capital expenditure facility. The line of credit has a two-year term,
with a one-year extension available at the end of the second year. The capital
expenditure facility has a five-year term. No draws were taken on the unsecured
line and $0.8 million was outstanding on the capital expenditure facility at
June 30, 2001. The line of credit and capital expenditure facilities replaced
unused loan facilities from the Rural Telephone Finance Cooperative (RTFC).
RTFC released its lien on all assets except for a first trust deed on our
building and land located in Lacey, Washington. Long-term secured notes to RTFC
were $5.5 million at June 30, 2001 with various maturity dates including
September 2010 and March 2015.

We believe that our existing cash balances, funds generated from our
operations, and borrowings available under our existing credit agreements will
be sufficient to meet our anticipated capital expenditure and working capital
needs for the foreseeable future. However, acquisitions of complementary
businesses or technologies may require significant capital beyond our current
expectations, which would require us to issue additional equity securities
and/or incur additional long-term debt.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board (FASB) issued two
new pronouncements: Statement of Financial Accounting Standards (SFAS) No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS 141 prohibits the use of the pooling-of-interest method for
business combinations initiated after June 30, 2001 and also applies to all
business combinations accounted for by the purchase method that are completed
after June 30, 2001. There are also transition provisions that apply to business
combinations completed before July 1, 2001, that were accounted for by the
purchase method. SFAS 142 is effective for fiscal years beginning after December
15, 2001 for all goodwill and other intangible assets recognized in an entitys
statement of financial position at that date, regardless of when those assets
were initially recognized.

The Company does not expect the adoption of these standards to have a
material effect on the its consolidated financial statements.

FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this document, including the
section entitled Managements Discussion and Analysis of Financial Condition
and Results of Operations, based on our beliefs and assumptions and on
information currently available to management. Forward-looking statements
include the information concerning our possible or expected future results of
operations, business strategies, financing plans, competitive position,
potential growth opportunities and the effects of competition. Forward-looking
statements include all statements that are not historical facts and can be
identified by the use of forward-looking terms such as the words believes,
expects, anticipates, intends, plans, estimates or similar
expressions.

Forward-looking statements involve risks, uncertainties and assumptions.
You should understand that there are certain important factors that could cause
actual results to differ materially from those anticipated by the
forward-looking statements, including but not limited to the following:



| |  |  | Our ability to provide reliable services;                                                                                                 
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Continued acceptance of new services in the industry;                                                                                     
|
| |  |  | The impact of any network outages;                                                                                                        
|
| |  |  | The ability of third party communications infrastructure suppliers to
maintain operational integrity of our connections and to continue to





---



##### Table of Contents





| |   |  | provide and expand service to us;                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Our ability to effectively and cost efficiently acquire and
integrate complimentary businesses and technologies;          
|
| |  |  | Continued acceptance of our SS7 network and the telecommunications
markets continuing use of SS7 technology;             
|
| |  |  | Our ability to attract and retain employees with requisite skills to
execute our growth plans; and                        
|
| |  |  | Intense competition in the market for SS7 services and pricing pressures
caused by competition and industry consolidation.

For additional discussion of the principal factors that may cause actual
results to be different, please refer to our Annual Report on Form 10-K, filed
with the Securities and Exchange Commission on March 9, 2001. You should not put
undue reliance on any forward-looking statements. We will not update
forward-looking statements.




ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks relate primarily to changes in interest rates. We are
exposed to this risk in two specific ways. First, we have debt outstanding. Our
secured notes payable to RTFC, which were $5.5 million at June 30, 2001 and $6.0
million at December 31, 2000, have a variable interest rate, which exposes our
income statement and cash flows to changes in interest rates. The rate of these
secured notes is based on the lenders cost of funds. We also have a $10.0
million unsecured line of credit and a $15.0 million unsecured capital
expenditure facility with Bank of America with a variable interest rate based on
LIBOR. At June 30, 2001 and December 31, 2000, $0.8 million was outstanding on
the unsecured capital expenditure facility. If market interest rates were to
increase immediately and uniformly by 10% from levels at June 30, 2001, our net
income and cash flows would decrease by an immaterial amount.

The second component of interest rate risk involves the short-term
investment of excess cash and available-for-sale securities. Such risk affects
fair values, earnings and cash flows. Excess cash is primarily invested in
overnight repurchase agreements backed by U.S. government securities. These are
considered to be cash equivalents and are shown that way on our balance sheet.
Earnings from the overnight investment of idle cash totaled $0.8 million for the
six months ended June 30, 2001 (2001) and $1.6 million for the year ended
December 31, 2000 (2000). Additionally, we have investments in commercial
paper providing total earnings of $2.3 million in 2001 and $5.2 million in 2000.
Some of these commercial paper investments are considered to be cash equivalents
with the remainder classified as available-for-sale securities, depending on
investment maturity dates. If market interest rates were to decrease immediately
and uniformly by 10% from levels at June 30, 2001, our net income and cash flows
would decrease by an immaterial amount.




PART II

OTHER INFORMATION




ITEM 1: LEGAL PROCEEDINGS

We are a party to various legal proceedings arising in the ordinary course
of business. We do not believe that those claims, individually or combined, will
have a material adverse effect on our business, financial condition or operating
results.




ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  None.

(b)  None.





---



##### Table of Contents



(c)  None.

(d)  We expect to use the net offering proceeds from our October 1999
initial public offering, Registration Statement No. 333-85779, effective
October 7, 1999, to fund potential acquisitions, to develop new and
improved services, to maintain and expand our network and for general
corporate purposes. To date, we have used net proceeds from the initial
public offering to purchase $16.5 million of network equipment to expand
and improve our SS7 network, $10.8 million to develop new services and
$4.9 million to retire NTC debt in connection with the NTC transaction.




ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.




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

At our Annual Meeting of Stockholders held on May 4, 2001, the following
numbers of votes were cast for the matters indicated:



|1. |  | Proposal to elect Jack W. Blumenstein and James W. Strand to the Board of
Directors until the 2004 annual meeting:
|-- |  | ------------------------------------------------------------------------------------------------------------------

|                    |  |     |            |         |  |          |   |         |  |          |        |  |  |  |   |  |  |        |   | 
|------------------- |  | --- | ---------- | ------- |  | -------- | - | ------- |  | -------- | ------ |  |  |  | - |  |  | ------ | - | 
|                    |  |     |            |         |  |          |   |         |  |          |        |  |  |  |   |  |  | BROKER
|NOMINEE             |  | FOR |            | AGAINST |  | WITHHELD |   | ABSTAIN |  | NON-VOTE
|                    |  |     |            |         |  |          |   |         |  |         
|Jack W. Blumenstein |  |     | 23,909,249 |         |  |          | 0 |         |  |          | 22,185 |  |  |  | 0 |  |  |        | 0 | 
|                   
|                   
|                   
|                   
|James W. Strand     |  |     | 23,898,798 |         |  |          | 0 |         |  |          | 32,636 |  |  |  | 0 |  |  |        | 0 | 



|2. |  | Proposal to ratify selection of independent auditors for the 2001 fiscal
year:
|-- |  | ------------------------------------------------------------------------------

| |  |     |            |         |  |          |         |         |  |          |   |  |  |  |       |  |  |        |   | 
| |  | --- | ---------- | ------- |  | -------- | ------- | ------- |  | -------- | - |  |  |  | ----- |  |  | ------ | - | 
| |  |     |            |         |  |          |         |         |  |          |   |  |  |  |       |  |  | BROKER
| |  | FOR |            | AGAINST |  | WITHHELD |         | ABSTAIN |  | NON-VOTE
| |  |     |            |         |  |          |         |         |  |         
| |  |     | 23,647,203 |         |  |          | 282,403 |         |  |          | 0 |  |  |  | 1,828 |  |  |        | 0 | 



|3. |  | Proposal to approve Illuminet Holdings, Inc. 1997 Equity Incentive Plan:
|-- |  | ------------------------------------------------------------------------

| |  |     |            |         |  |          |           |         |  |          |   |  |  |  |         |  |  |        |   | 
| |  | --- | ---------- | ------- |  | -------- | --------- | ------- |  | -------- | - |  |  |  | ------- |  |  | ------ | - | 
| |  |     |            |         |  |          |           |         |  |          |   |  |  |  |         |  |  | BROKER
| |  | FOR |            | AGAINST |  | WITHHELD |           | ABSTAIN |  | NON-VOTE
| |  |     |            |         |  |          |           |         |  |         
| |  |     | 16,308,658 |         |  |          | 6,804,721 |         |  |          | 0 |  |  |  | 818,055 |  |  |        | 0 | 




ITEM 5: OTHER INFORMATION

None.




ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K

None.

(b)  REPORTS ON FORM 8-K

None.





---



##### Table of Contents






SIGNATURES

Pursuant to the requirements 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.

|                      |                                                                                                  |                    
|--------------------- | ------------------------------------------------------------------------------------------------ | -------------------
|                      | ILLUMINET HOLDINGS, INC.                                                                        
|                     
|Date: August 13, 2001 | By:                                                                                              | /s/ Daniel E. Weiss
|                      |                                                                                                 
|                      | Daniel E. Weiss,
Chief Financial Officer, Secretary
(Principal Financial and Accounting Officer)