United States

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

              For the thirteen-week period ended: March 29, 2002

                                       OR

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


                                 C-COR.net Corp.
      --------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        Pennsylvania                   0-10726              24-0811591
 ------------------------------------------------------------------------------
    (State or Other Juris-         (Commission File          (IRS Employer
     diction of Incorporation)         Number)             Identification No.)


                60 Decibel Road
                State College, PA                               16801
--------------------------------------------------------------------------------
              (Address of Principal                          (Zip Code)
                Executive Offices)


                                 (814) 238-2461
      --------------------------------------------------------------------
              (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 preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes [X]    No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.05 Par Value - 36,245,742 shares as of April 30, 2002.





<PAGE>


                                 C-COR.net Corp.


                                                                           Page
                                                                           ----
Part I -- FINANCIAL INFORMATION
  Item 1. Financial Statements
            Independent Accountants' Review Report                            2
            Condensed Consolidated Balance Sheets:
             As of March 29, 2002 and June 29, 2001                           3
            Condensed Consolidated Statements of Operations:
             Thirteen Weeks Ended March 29, 2002 and March 30, 2001           4
             Thirty-nine Weeks Ended March 29, 2002 and March 30, 2001        5
            Condensed Consolidated Statements of Cash Flows:
             Thirty-nine Weeks Ended March 29, 2002 and March 30, 2001        6
            Notes to Condensed Consolidated Financial Statements              7
  Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        18
  Item 3. Quantitative and Qualitative Disclosures About Market Risk         28

Part II -- OTHER INFORMATION
  Item 4. Submission of Matters to a Vote of Shareholders                    29
  Item 5. Other Information                                                  29
  Item 6. Exhibits and Reports on Form 8-K                                   29
  Signatures                                                                 30




<PAGE>


                     Independent Accountants' Review Report


The Board of Directors
C-COR.net Corp. and Subsidiaries:

We have reviewed the condensed consolidated balance sheet of C-COR.net Corp. and
subsidiaries as of March 29, 2002 and the related condensed consolidated
statements of operations and cash flows for the thirteen-week and thirty-nine
week periods ended March 29, 2002 and March 30, 2001. These condensed
consolidated financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
C-COR.net Corp. and subsidiaries as of June 29, 2001, and the related
consolidated statements of operations, cash flows, and shareholders' equity for
the year then ended (not presented herein); and in our report dated August 10,
2001, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of June 29, 2001, is fairly stated, in
all material respects, in relation to the consolidated balance sheet from which
it has been derived.

/s/ KPMG LLP
---------------------------
Harrisburg, Pennsylvania
April 12, 2002







                                       2
<PAGE>

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                 C-COR.net Corp.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)

                                                       March 29,       June 29,
                                                         2002            2001
                                                     ------------     ---------
                                                      (Unaudited)
<S>                                                  <C>              <C>
ASSETS
Current assets
Cash and cash equivalents ........................   $    106,426     $  87,891
Marketable securities ............................         10,118        13,002
Interest receivable ..............................            131           426
Accounts and notes receivables, net ..............         60,599        26,167
Inventories ......................................         41,939        34,809
Deferred taxes ...................................         17,471        12,250
Other current assets .............................          4,534         9,740
                                                     ------------     ---------
Total current assets .............................        241,218       184,285

Property, plant and equipment, net ...............         24,025        21,609
Intangible assets, net ...........................         34,230        22,994
Deferred taxes ...................................          8,705         6,851
Other long-term assets ...........................          3,125         2,966
                                                     ------------     ---------
Total assets .....................................   $    311,303     $ 238,705
                                                     ============     =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable .................................   $     21,680     $  12,723
Accrued liabilities ..............................         31,985        18,297
Current portion of long-term debt ................            234           264
                                                     ------------     ---------
Total current liabilities ........................         53,899        31,284

Long-term debt, less current portion .............          1,699         1,501
Other long-term liabilities ......................          2,365         2,011
                                                     ------------     ---------
Total liabilities ................................         57,963        34,796
                                                     ------------     ---------

Shareholders' equity
Common stock, $.05 par; authorized shares of
 100,000,000; issued shares of 39,872,263 on
 March 29, 2002 and 35,629,737 on
 June 29, 2001 ...................................          1,994         1,781
Additional paid-in capital .......................        262,826       205,154
Accumulated other comprehensive loss .............           (777)         (131)
Retained earnings ................................         23,537        28,302
Treasury stock at cost, 3,627,801 shares on
 March 29, 2002 and 3,160,516 shares on
 June 29, 2001 ...................................        (34,240)      (31,197)
                                                     ------------     ---------
Net shareholders' equity .........................        253,340       203,909
                                                     ------------     ---------
Total liabilities and shareholders' equity .......   $    311,303     $ 238,705
                                                     ============     =========
<FN>
See independent accountants' review report and notes to condensed consolidated
financial statements.
</FN>
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>
                                 C-COR.net Corp.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                  (Unaudited)
                                                        Thirteen Weeks Ended
                                                     ---------------------------
                                                        March 29,     March 30,
                                                          2002           2001
                                                      -----------   ------------

<S>                                                      <C>           <C>
Net sales ....................................           $ 77,230      $ 40,134
Cost of sales ................................             54,535        38,465
                                                         --------      --------
Gross margin .................................             22,695         1,669
                                                         --------      --------
Operating expenses:
Selling and administrative ...................             15,301         7,167
Research and product development .............              6,524         4,463
Amortization of goodwill and other intangibles              1,913            82
Restructuring costs ..........................               (431)       11,076
                                                         --------      --------
Total operating expenses .....................             23,307        22,788
                                                         --------      --------

Loss from operations .........................               (612)      (21,119)
Interest expense .............................                (20)          (36)
Investment income ............................                321         1,820
Other income, net ............................              1,661            69
                                                         --------      --------

Income (loss) before income taxes ............              1,350       (19,266)
Income tax expense (benefit) .................              1,241        (7,742)
                                                         --------      --------

Income (loss) from continuing operations .....                109       (11,524)

Discontinued operations:
Gain on disposal of discontinued business
  segment, net of tax ........................                -               6
                                                         --------      --------
Net income (loss) ............................           $    109      $(11,518)
                                                         ========      ========

Net income (loss) per share-basic:
Continuing operations ........................           $   0.00      $  (0.36)
Gain on disposal of discontinued operations ..                -            0.00
                                                         --------      --------
Net income (loss) ............................           $   0.00      $  (0.36)
                                                         ========      ========

Net income (loss) per share-diluted:
Continuing operations ........................           $   0.00      $  (0.36)
Gain on disposal of discontinued operations ..                -            0.00
                                                         --------      --------
Net income (loss) ............................           $   0.00      $  (0.36)
                                                         ========      ========

Weighted average common shares and common share equivalents
  Basic ......................................             33,983        32,314
  Diluted ....................................             36,833        32,314
<FN>
See independent accountants' review report and notes to condensed consolidated
financial statements.
</FN>
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>
                                 C-COR.net Corp.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                  (Unaudited)
                                                      Thirty-nine Weeks Ended
                                                     ---------------------------
                                                        March 29,    March 30,
                                                          2002         2001
                                                      -----------   ------------

<S>                                                      <C>           <C>
Net sales ....................................           $196,426      $184,514
Cost of sales ................................            139,633       143,879
                                                         --------      --------
Gross margin .................................             56,793        40,635
                                                         --------      --------
Operating expenses:
Selling and administrative ...................             37,151        23,417
Research and product development .............             20,848        13,276
Amortization of goodwill and other intangibles              5,721           246
Restructuring costs ..........................                671        11,726
                                                         --------      --------
Total operating expenses .....................             64,391        48,665
                                                         --------      --------

Loss from operations .........................             (7,598)       (8,030)
Interest expense .............................               (109)          (65)
Investment income ............................              1,321         5,737
Other income (expense), net ..................                402           (19)
                                                         --------      --------

Loss before income taxes .....................             (5,984)       (2,377)
Income tax benefit ...........................             (1,219)         (951)
                                                         --------      --------

Loss from continuing operations ..............             (4,765)       (1,426)

Discontinued operations:
Gain on disposal of discontinued business
  segment, net of tax ........................                -               2
                                                         --------      --------
Net loss .....................................           $ (4,765)     $ (1,424)
                                                         ========      ========

Net income (loss) per share-basic:
Continuing operations ........................           $  (0.14)     $  (0.04)
Gain on disposal of discontinued operations ..                -            0.00
                                                         --------      --------
Net loss .....................................           $  (0.14)     $  (0.04)
                                                         ========      ========

Net income (loss) per share-diluted:
Continuing operations ........................           $  (0.14)     $  (0.04)
Gain on disposal of discontinued operations ..                -            0.00
                                                         --------      --------
Net loss .....................................           $  (0.14)     $  (0.04)
                                                         ========      ========

Weighted average common shares and common share equivalents
  Basic ......................................             32,863        33,103
  Diluted ....................................             32,863        33,103
<FN>
See independent accountants' review report and notes to condensed consolidated
financial statements.
</FN>
</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>
                                 C-COR.net Corp.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)
                                  (Unaudited)
                                                       Thirty-nine Weeks Ended
                                                      --------------------------
                                                        March 29,    March 30,
                                                          2002          2001
                                                       ------------  -----------
OPERATING ACTIVITIES
<S>                                                       <C>         <C>
Net loss ..............................................   $ (4,765)   $ (1,424)
Adjustments to reconcile net loss to net cash
  and cash equivalents provided by (used in)
  operating activities:
    Depreciation and amortization .....................     13,077       7,583
    Amortization of unearned compensation .............          -           6
    Gain on disposal of discontinued operations,
     net of tax .......................................          -          (2)
    Loss on sale and write-down of property, plant
     and equipment ....................................        409       5,214
    Tax benefit deriving from exercise and sales of
     stock option shares ..............................        451         207
Changes in operating assets and liabilities, net of
  effect of acquisitions:
    Interest receivable ...............................        295         596
    Accounts and notes receivable .....................    (32,655)     17,570
    Inventories .......................................     10,645      (7,547)
    Other assets ......................................      7,131      (6,219)
    Accounts payable ..................................      8,159      (5,996)
    Accrued liabilities ...............................     (5,683)       (780)
    Deferred retirement salary plan ...................         (6)         (6)
    Deferred income taxes .............................     (4,545)     (1,404)
    Discontinued operations - working capital changes
     and noncash charges ..............................          -          93
                                                          --------    --------
NET CASH AND CASH EQUIVALENTS
  PROVIDED BY (USED IN) OPERATING ACTIVITIES ..........     (7,487)      7,891
                                                          --------    --------
INVESTING ACTIVITIES
Purchase of property, plant and equipment .............     (5,206)     (2,933)
Proceeds from the sale of property, plant and equipment      1,127          38
Purchases of marketable securities and other short-
  term investments ....................................    (11,154)    (58,656)
Proceeds from sale of marketable securities and
  other short-term investments ........................     14,038      92,011
Acquisitions, net of cash acquired ....................    (26,314)          -
                                                          --------    --------
NET CASH AND CASH EQUIVALENTS
  PROVIDED BY (USED IN) INVESTING ACTIVITIES ..........    (27,509)     30,460
                                                          --------    --------
FINANCING ACTIVITIES
Payment of debt and capital lease obligations .........       (194)       (163)
Issuance of common stock to employee stock purchase
  plan ................................................        145         107
Proceeds from exercise of stock options and
  stock warrants ......................................      5,088       1,802
Proceeds from issuance of common stock, net ...........     52,201           -
Purchase of treasury stock ............................     (3,043)    (23,692)
                                                          --------    --------
NET CASH AND CASH EQUIVALENTS
  PROVIDED BY (USED IN) FINANCING ACTIVITIES ..........     54,197     (21,946)
                                                          --------    --------
Effect of exchange rate changes on cash and
  cash equivalents ....................................       (666)          -
                                                          --------    --------
INCREASE IN CASH AND CASH EQUIVALENTS .................     18,535      16,405
Cash and cash equivalents at beginning of period ......     87,891      95,379
                                                          --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............   $106,426    $111,784
                                                          ========    ========
Supplemental cash flow information:
Non-cash investing activities
Fair value adjustment of available-for-sale securities    $     20    $    (88)

See independent accountants' review report and notes to condensed consolidated
financial statements.
</TABLE>
                                       6
<PAGE>

                                 C-COR.net Corp.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (in thousands except per share data)

1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and, in the opinion
of management, contain all adjustments (consisting only of normal, recurring
adjustments) necessary to fairly present the Company's financial position as of
March 29, 2002, and the results of its operations for the thirteen-week and
thirty-nine week periods ended March 29, 2002 and March 30, 2001. Operating
results for the thirteen-week and thirty-nine week periods ended March 29, 2002
are not necessarily indicative of the results that may be expected for the year
ending June 28, 2002, due to the cyclical nature of the industry in which the
Company operates, fluctuations in currencies related to its foreign operations,
and changes in overall conditions that could affect the carrying value of its
assets and liabilities. For further information, refer to the financial
statements and footnotes thereto included in the Company's Form 10-K for the
year ended June 29, 2001.

2. DESCRIPTION OF BUSINESS

C-COR.net Corp. (the Company) designs, manufactures and markets network
distribution and transmission products and provides services and operational
support systems to operators of advanced hybrid fiber coax (HFC) broadband
networks. The Company operates in two industry segments: the Telecommunications
Equipment segment, which consists of the Broadband Communications Products
Division; and the Broadband Management Services segment, which consists of both
the Broadband Management Solutions Division and the Broadband Network Services
Division (see Note 11). The Broadband Communications Products Division is
responsible for research, development, management, production, support and sales
of advanced fiber optic and radio frequency (RF) equipment. A digital video
transport product line was added to this division with the acquisition of
certain operations from ADC Telecommunications, Inc. (ADC) on August 4, 2001
(see Note 4). The Broadband Management Solutions Division is responsible for the
development, integration, management, implementation, support and sales of
operational support systems that focus on network management and mobile
workforce management solutions. The Broadband Network Services Division provides
outsourced technical services, including network engineering and design,
construction, activation, optimization, certification, maintenance and
operations.

3. ACCOUNTING CHANGE AND ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations"
(Statement 141). Statement 141 addresses financial accounting and reporting for
business combinations and requires that all business combinations within the
scope of Statement 141 be accounted for using only the purchase method.
Statement 141 is required to be adopted for all business combinations initiated
after June 30, 2001.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). Statement 142 addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired in
a business combination) should be accounted for in financial statements upon
their acquisition. Statement 142 also addresses how goodwill and other


                                       7
<PAGE>

intangible assets should be accounted for after they have been initially
recognized in the financial statements. Statement 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually in accordance with the
provisions of Statement 142. Statement 142 also requires that intangible assets
with definite useful lives be amortized over their respective estimated useful
lives to their estimated residual values and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" (Statement 121).

The Company was required to adopt the provisions of Statement 141 as of July
2001, and will adopt Statement 142 effective June 29, 2002. Goodwill and
intangible assets determined to have an indefinite useful life acquired in
purchase business combinations completed after June 30, 2001, but before
Statement 142 is adopted in full, will not be amortized, but will continue to be
evaluated for impairment in accordance with the appropriate pre-Statement 142
accounting literature.

In connection with Statement 142's transitional goodwill impairment evaluation,
the Statement requires the Company to perform an assessment of whether there is
an indication that goodwill is impaired as of the date of adoption. To
accomplish this, the Company must identify its reporting units and determine the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of the date of adoption. The Company will then have up to six months from the
date of adoption to determine the fair value of each reporting unit and compare
it to the carrying amount of the reporting unit. To the extent the carrying
amount of a reporting unit exceeds the fair value of the reporting unit, an
indication exists that the reporting unit goodwill may be impaired and the
Company must perform the second step of the transitional impairment test. In the
second step, the Company must compare the implied fair value of the reporting
unit goodwill with the carrying amount of the reporting unit goodwill, both of
which would be measured as of the date of adoption. The implied fair value of
goodwill is determined by allocating the fair value of the reporting unit to all
of the assets (recognized and unrecognized) and liabilities of the reporting
unit in a manner similar to a purchase price allocation, in accordance with
Statement 141. The residual fair value after this allocation is the implied fair
value of the reporting unit goodwill. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's consolidated
statement of operations.

As of the date of adoption, the Company expects to have unamortized goodwill in
the amount of $6,280 and unamortized identifiable intangible assets in the
amount of $9,228 that will be subject to the transition provisions of Statements
141 and 142. Amortization expense related to goodwill was $654 and $1,946 for
the thirteen-week and thirty-nine week periods ended March 29, 2002,
respectively. This compares to amortization expense related to goodwill of $61
and $184, for the same respective periods of the prior year. Because of the
extensive effort needed to comply with adopting Statement 142, it is not
practicable to reasonably estimate the impact of adopting Statement 142 on the
Company's consolidated financial statements at the date of this report,
including whether the Company will be required to recognize any transitional
impairment losses as the cumulative effect of a change in accounting principle.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (Statement 144), which supersedes both Statement


                                       8
<PAGE>

121 and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" (Opinion 30), for the disposal of a segment of a
business (as previously defined in that Opinion). Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by sale, while also resolving significant implementation issues associated with
Statement 121. For example, Statement 144 provides guidance on how a long-lived
asset that is used as part of a group should be evaluated for impairment,
establishes criteria for when a long-lived asset is held for sale, and
prescribes the accounting for a long-lived asset that will be disposed of other
than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to
present discontinued operations in the income statement but broadens that
presentation to include a component of an entity (rather than a segment of a
business). Unlike Statement 121, an impairment assessment under Statement 144
will never result in a write-down of goodwill. Rather, goodwill is evaluated for
impairment under Statement 142.

The Company is required to adopt Statement 144 effective June 29, 2002.
Management does not expect the adoption of Statement 144 for long-lived assets
held for use to have a material impact on the Company's consolidated financial
statements because the impairment assessment under Statement 144 is largely
unchanged from Statement 121. The provisions of Statement 144 for assets held
for sale or other disposal generally are required to be applied prospectively
after the adoption date to newly initiated disposal activities.

4. BUSINESS COMBINATIONS

On July 3, 2001, a wholly owned subsidiary of the Company acquired Aerotec
Communications Inc. (Aerotec) for $2,250. Additional cash payments of up to
$3,750 are required to be made to Aerotec shareholders if certain performance
targets are met. The Company anticipates that these performance targets will be
achieved and that an additional cash payment of $3,750 will be made in July 2002
and recorded as an increase to goodwill. The Company recorded goodwill of $671
in connection with this transaction, which represented the excess of the
purchase price and related costs over the fair value of the acquired net assets
of the business.

On August 4, 2001, the Company acquired certain assets and assumed certain
liabilities of ADC. The assets and operations acquired from ADC were considered
the purchase of a business and have been included in the condensed consolidated
financials statements since the date of purchase. The assets purchased include
the Optiworx(TM) and DV6000 series product lines, as well as other related cable
infrastructure products from ADC's Broadband Communications Division, located in
Meriden, Connecticut, Buenos Aires, Argentina, and Klagenfurt, Austria. These
facilities and their assets became part of the Company's Broadband
Communications Products Division. On February 11, 2002, the Company announced
the closing of its Buenos Aires, Argentina manufacturing facility.

Consideration for the acquisition was approximately $25,001 consisting of a cash
payment of $24,596 to ADC and direct transaction costs incurred of approximately


                                       9
<PAGE>

$405. In addition, the Company assumed certain liabilities. The Company used its
available cash to fund the acquisition.

The following table summarizes the estimated fair value of the assets acquired
and the liabilities assumed at the date of acquisition. The Company is in the
process of obtaining a third-party valuation of certain intangible assets
acquired. In addition, finalization of the fair value of assets acquired and
liabilities assumed related to the Company's Buenos Aires, Argentina operation
will also impact the allocation of the purchase price. As a result, the
allocation of the purchase price is preliminary and subject to change.

<TABLE>
<S>                                         <C>
Current assets                              $24,977
Property and equipment                        5,381
Goodwill                                     15,310
                                            -------
  Total assets acquired                      45,668
                                            -------
Current liabilities                         (20,365)
Long-term debt                                 (302)
                                            -------
  Total liabilities assumed                 (20,667)
                                            -------
  Net assets acquired                       $25,001
                                            =======
</TABLE>

The excess of the purchase price over the allocation to tangible identifiable
assets and liabilities has been presumed to be goodwill. In accordance with
the provisions of Statement 142, no amortization expense related to this
goodwill has been reflected in the condensed consolidated statement of
operations for the thirteen-week and thirty-nine week periods ended March 29,
2002.

The following selected unaudited pro forma information is provided to present a
summary of the combined results of operations, as if the ADC acquisition had
occurred as of July 1, 2000, giving effect to purchase accounting adjustments.
The pro forma data is for informational purposes only and may not necessarily
reflect the results of operations of the Company had the operations acquired
from ADC operated as part of the Company for the thirty-nine week periods ended
March 29, 2002 and March 30, 2001.

<TABLE>
                                               March 29,     March 30,
                                                 2002           2001

<S>                                          <C>              <C>
Net sales                                    $ 204,711        $294,045
Net loss                                     $  (5,364)       $(31,780)
Net loss per diluted share                   $   (0.16)       $  (0.90)
</TABLE>

Included in the pro forma results of operations are total restructuring charges,
before the effect of taxes, of $1,550 and $15,175 for the thirty-nine week
periods ended March 29, 2002 and March 30, 2001, respectively. These
restructuring charges include $671 and $11,726 recorded by the Company in the
condensed consolidated statements of operations for the thirty-nine week periods
ended March 29, 2002 and March 30, 2001, respectively.


                                       10
<PAGE>
5. PUBLIC OFFERING

The Company filed a Registration Statement, which became effective in February
2002, covering any combination of common stock, preferred stock, debt securities
and warrants up to a total dollar amount of $150,000, from time to time in one
or more offerings. The Company intends to use the proceeds from the offerings
for working capital and other general corporate purposes, including acquiring or
investing in businesses, products, services or technologies complementary to the
Company's current business.

On February 19, 2002, the Company completed a follow-on offering of its common
stock in which 3,450 shares of common stock were sold at a price of $16.00 per
share. The offering resulted in net proceeds (after deducting issuance costs) to
the Company of $52,201.

6. INVENTORIES

Inventories as of March 29, 2002 and June 29, 2001 consisted of the following:
<TABLE>
<CAPTION>
                         March 29,        June 29,
                           2002             2001
                          -------         -------
<S>                    <C>             <C>
Finished goods         $     11,102    $     11,277
Work-in-process               8,753           5,576
Raw materials                22,084          17,956
                       ------------    ------------
Total inventories      $     41,939    $     34,809
                       ============    ============
</TABLE>

7. ACCRUED LIABILITIES

Accrued liabilities as of March 29, 2002 and June 29, 2001 consisted of the
following:

<TABLE>
<CAPTION>
                                            March 29,          June 29,
                                               2002              2001
                                           -------------    -------------
<S>                                        <C>             <C>
Accrued incentive plan expense             $      2,116    $      1,540
Accrued vacation expense                          2,814           1,549
Accrued salary expense                            1,584           1,568
Accrued warranty expense                         12,696           3,610
Accrued workers compensation
  self-insurance expense                          1,128           1,178
Accrued restructuring                               598           2,456
Accrued income tax payable                        2,875             315
Accrued other                                     8,174           6,081
                                           ------------    ------------
                                           $     31,985    $     18,297
                                           ============    ============
</TABLE>

                                       11
<PAGE>

8. RESTRUCTURING COSTS

During the thirteen-week period ended September 28, 2001, the Company recorded a
restructuring charge of $1,503 related to the Company's decision to consolidate
manufacturing operations from its Santa Clara, California location to its
operation in Meriden, Connecticut. During the thirteen-week periods ended
December 28, 2001 and March 29, 2002, the Company adjusted its restructuring
estimate, resulting in reversals of $151 and $268, respectively, of previously
recorded restructuring charges. The restructuring charge represents employee
termination benefits for 42 employees and other costs to consolidate the
operation. Other costs reflect a write-down of property, plant and equipment
that were employed in the operation, as well as costs associated with fixed
contractual obligations.

Details of the first quarter restructuring charge as of March 29, 2002 are as
follows:
<TABLE>
<CAPTION>
                                                                                Accrual at
                          Restructuring                                          March 29,
                              Charge      Cash Paid    Non-Cash    Adjustment       2002
                          -------------   ---------    --------    ----------  ------------
<S>                             <C>        <C>         <C>          <C>            <C>
Employee severance
 and termination benefits       $  461     $   150     $     -      $  (253)       $    58
Write-off of property,
 plant and equipment               321           -         344           23              -
Contractual obligations            721         400           -         (189)           132
                              --------      ------     -------      --------       -------
Total                          $ 1,503     $   550     $   344      $  (419)       $   190
                              ========      ======     =======      ========       =======
</TABLE>

It is expected that the employee severance and termination benefit amounts
accrued as of March 29, 2002 will be paid out over the next three months. The
contractual obligations will be paid in accordance with the terms of the
original agreements unless terminated earlier.

In fiscal year 2001, the Company recorded restructuring charges of $11,031. The
restructuring charges related to the Company's decisions to consolidate its
manufacturing and network management operations and to discontinue providing
high-speed data helpdesk services, affecting the Company's State College and
Tipton, Pennsylvania and Atlanta, Georgia facility locations. During the
thirteen-week periods ended December 28, 2001 and March 29, 2002, the Company
adjusted its restructuring estimate, resulting in reversals of $250 and $163,
respectively, of previously recorded restructuring charges. The restructuring
charges represented employee termination benefits for approximately 850
employees and other costs to consolidate the operations. Other costs reflected a
write-down of property, plant and equipment and other long-lived assets that
were employed in the operations, as well as cancellation costs associated with
fixed contractual obligations.

                                       12
<PAGE>

Details of the fiscal year 2001 restructuring charges as of March 29, 2002
are as follows:
<TABLE>
<CAPTION>

                                                                                   Accrual at
                              Restructuring                                         March 29,
                                 Charges     Cash Paid    Non-Cash   Adjustment        2002
                              ------------   ---------    --------   ----------   ------------
<S>                               <C>          <C>         <C>        <C>            <C>
Employee severance
 and termination benefits         $  5,391     $4,739      $     -    $  (558)       $    94
Write-off of property,
 plant and equipment                 4,036          4        4,177        145              -
Write-off of intangibles and
  other long-lived assets              490          -          490          -              -
Contractual obligations
  and other                          1,114        783           17          -            314
                                  --------     ------      -------    --------       -------
Total                             $ 11,031     $5,526      $ 4,684    $  (413)        $  408
                                  ========     ======      =======    ========       =======
</TABLE>

It is expected that the remaining employee severance and termination benefit
amounts accrued as of March 29, 2002 will be paid out over the next three
months. The remaining contractual obligations will be paid in accordance with
the terms of the original agreements unless terminated earlier.

9. COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (loss), net of tax if
applicable, are as follows:
<TABLE>
<CAPTION>
                                                   March 29,       June 29,
                                                     2002            2001
                                                 -------------  -------------

<S>                                              <C>            <C>
Unrealized gain (loss) on marketable securities  $          19  $          (1)
Foreign currency translation loss                         (796)          (130)
                                                 -------------  -------------
Accumulated other comprehensive loss             $        (777) $        (131)
                                                 =============  =============
</TABLE>

The components of comprehensive income (loss) of the Company for the
thirteen-week and thirty-nine week periods ended March 29, 2002 and March 30,
2001 are as follows:

<TABLE>
<CAPTION>
                                                       Thirteen Weeks Ended
                                                   ----------------------------
                                                     March 29,      March 30,
                                                        2002          2001
                                                   -------------  -------------
<S>                                                   <C>          <C>
Net income (loss)                                     $     109    $   (11,518)
Other comprehensive gain (loss):
    Unrealized gain (loss) on marketable securities           1            (25)
    Foreign currency translation gain                     2,913              -
                                                    ------------   ------------
Other comprehensive gain (loss)                           2,914            (25)
                                                    ------------   ------------
Comprehensive income (loss)                           $   3,023    $   (11,543)
                                                    ============   ============
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                      Thirty-nine Weeks Ended
                                                   ----------------------------
                                                     March 29,      March 30,
                                                        2002          2001
                                                   -------------  -------------
<S>                                                   <C>          <C>
Net loss                                              $  (4,765)   $    (1,424)
Other comprehensive gain (loss):
    Unrealized gain (loss) on marketable securities          19            (88)
    Foreign currency translation loss                      (666)           (29)
                                                    ------------   ------------
Other comprehensive loss                                   (647)          (117)
                                                    ------------   ------------
Comprehensive loss                                    $  (5,412)   $    (1,541)
                                                    ============   ============
</TABLE>

The increase in the foreign currency translation gain (loss) for the
thirteen-week and thirty-nine week periods ended March 29, 2002 relates
primarily to translation adjustments for the net assets of the Company's Buenos
Aires, Argentina manufacturing operation, resulting from the devaluation of the
Argentine peso in January 2002. As a result of the Company's decision to close
its Argentina manufacturing plant, the Company expects to realize a foreign
currency translation loss, which will be recognized upon the substantial
liquidation of the operation. As of March 29, 2002, the amount of the foreign
currency translation loss associated with this operation was $565. This foreign
currency translation loss will be subject to change based upon fluctuations in
the exchange ratio between the U.S. dollar and the Argentine peso at the time of
liquidation.

10. NET INCOME (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding. Diluted net income (loss)
per share is computed by dividing net income (loss) by the weighted average
number of common shares outstanding plus the dilutive effect of options and
warrants. The dilutive effect of options and warrants is calculated under the
treasury stock method using the average market price for the period. Net income
(loss) per share is calculated as follows:

<TABLE>
<CAPTION>
                                                     Thirteen Weeks Ended
                                                  -----------------------------
                                                    March 29,       March 30,
                                                      2002            2001
                                                  ------------     ------------
<S>                                               <C>              <C>
Income (loss) from continuing operations          $       109      $   (11,524)
Gain from discontinued operations                           -                6
                                                  ------------     ------------
Net income (loss)                                 $       109      $   (11,518)
                                                  ============     ============

Weighted average common shares outstanding             33,983           32,314
Common share equivalents                                2,850                -
                                                  ------------     ------------
Weighted average common shares and common
  share equivalents                                    36,833           32,314
                                                  ============     ============

Net income (loss) per share - basic:
  Continuing operations                           $      0.00      $     (0.36)
  Discontinued operations                                   -             0.00
                                                  ------------     ------------
Net income (loss) per share                       $      0.00      $     (0.36)
                                                  ============     ============
Net income (loss) per share - diluted:
  Continuing operations                           $      0.00      $     (0.36)
  Discontinued operations                                   -             0.00
                                                  ------------     ------------
Net income (loss) per share                       $      0.00      $     (0.36)
                                                  ============     ============
</TABLE>
For the thirteen-week period ended March 30, 2001, common share equivalents
of 685 shares were excluded from the diluted net loss per share calculation
because they were antidilutive.
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                     Thirty-nine Weeks Ended
                                                  -----------------------------
                                                   March 29,        March 30,
                                                      2002            2001
                                                  ------------     ------------
<S>                                               <C>              <C>
Loss from continuing operations                   $    (4,765)     $    (1,426)
Gain from discontinued operations                           -                2
                                                  ------------     ------------
Net loss                                          $    (4,765)     $    (1,424)
                                                  ============     ============

Weighted average common shares outstanding             32,863           33,103
Common share equivalents                                    -                -
                                                  ------------     ------------
Weighted average common shares and common
  share equivalents                                    32,863           33,103
                                                  ============     ============

Net income (loss) per share - basic:
  Continuing operations                           $     (0.14)     $     (0.04)
  Discontinued operations                                   -             0.00
                                                  ------------     ------------
Net income (loss) per share                       $     (0.14)     $     (0.04)
                                                  ============     ============
Net income (loss) per share - diluted:
  Continuing operations                           $     (0.14)     $     (0.04)
  Discontinued operations                                   -             0.00
                                                  ------------     ------------
Net income (loss) per share                       $     (0.14)     $     (0.04)
                                                  ============     ============
<FN>
For the thirty-nine week periods ended March 29, 2002 and March 30, 2001, common
share equivalents of 1,946 and 1,380 shares, respectively, were excluded from
the diluted net loss per share calculations because they were antidilutive.
</FN>

</TABLE>

                                       15
<PAGE>
11. SEGMENT INFORMATION

Information about industry segments for the thirteen-week periods ended March
29, 2002 and March 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                                         Continuing Operations
                                                   --------------------------------
                                                                       Broadband
                                                Telecommunications    Management
                                                     Equipment         Services      Total
                                             ------------------------------------------------
13 week period ended March 29, 2002
<S>                                             <C>                  <C>           <C>
Net sales                                       $       63,995       $    13,235   $  77,230
Operating income (loss) (A)                              3,476            (4,519)     (1,043)
Investment income                                                                        321
Interest expense                                                                          20
Income tax expense (A)                                                                 1,080
Cash equivalents and marketable securities                                            99,358
Identifiable assets at March 29, 2002 (B)              163,210            48,735     211,945
Capital expenditures                                     1,606               447       2,053
Depreciation and amortization                            1,656             2,561       4,217

13 week period ended March 30, 2001

Net sales                                       $       32,318       $     7,816   $  40,134
Operating loss (A)                                      (7,418)           (2,625)    (10,043)
Investment income                                                                      1,820
Interest expense                                                                          36
Income tax expense (A)                                                                 3,312
Cash equivalents and marketable securities                                           102,774
Identifiable assets at March 30, 2001 (B)              122,245            17,747     139,992
Capital expenditures                                     1,002               185       1,187
Depreciation and amortization                            2,169               602       2,771

(A)  Operating income (loss) and income tax expense for the thirteen-week
     periods ended March 29, 2002 and March 30, 2001 exclude the impact of
     the restructuring costs.
(B)  Identifiable assets at March 29, 2002 and March 30, 2001 exclude cash
     equivalents and marketable securities.
</TABLE>
<TABLE>
<CAPTION>
                                                         Continuing Operations
                                                   --------------------------------
                                                                       Broadband
                                                Telecommunications    Management
                                                     Equipment         Services      Total
                                             ------------------------------------------------
39 week period ended March 29, 2002
<S>                                             <C>                  <C>           <C>
Net sales                                       $      164,839       $    31,587   $ 196,426
Operating income (loss) (A)                              7,871           (14,798)     (6,927)
Investment income                                                                      1,321
Interest expense                                                                         109
Income tax benefit (A)                                                                  (967)
Cash equivalents and marketable securities                                            99,358
Identifiable assets at March 29, 2002 (B)              163,210            48,735     211,945
Capital expenditures                                     4,644               562       5,206
Depreciation and amortization                            5,435             7,642      13,077

39 week period ended March 30, 2001

Net sales                                       $      151,461       $    33,053   $ 184,514
Operating income (loss) (A)                              6,292            (2,596)      3,696
Investment income                                                                      5,737
Interest expense                                                                          65
Income tax expense (A)                                                                 3,739
Cash equivalents and marketable securities                                           102,774
Identifiable assets at March 30, 2001 (B)              122,245            17,747     139,992
Capital expenditures                                     2,204               729       2,933
Depreciation and amortization                            5,702             1,881       7,583

(A)  Operating income (loss) and income tax benefit for the thirty-nine week
     periods ended March 29, 2002 and March 30, 2001 exclude the impact of
     the restructuring costs.
(B)  Identifiable assets at March 29, 2002 and March 30, 2001 exclude cash
     equivalents and marketable securities.
</TABLE>
                                       16
<PAGE>

Sales to unaffiliated customers by geographic region are as follows:

<TABLE>
<CAPTION>
                                              Thirteen Weeks Ended
                                         --------------------------------
                                           March 29,          March 30,
                                             2002                2001
                                           ---------           ---------
<S>                                        <C>                 <C>
    United States                          $ 68,807            $ 37,082
    Other                                     8,423               3,052
                                           ---------           ---------
    Total                                  $ 77,230            $ 40,134
                                           =========           =========
</TABLE>
<TABLE>
<CAPTION>
                                             Thirty-nine Weeks Ended
                                         --------------------------------
                                           March 29,           March 30,
                                             2002                2001
                                           ---------           ---------
<S>                                        <C>                 <C>
    United States                          $171,163            $161,228
    Other                                    25,263              23,286
                                           ---------           ---------
    Total                                  $196,426            $184,514
                                           =========           =========
</TABLE>
Long-lived assets by geographic region are as follows:
<TABLE>
<CAPTION>

                                          March 29,            March 30,
                                             2002                2001
                                           ---------           ---------
<S>                                        <C>                 <C>
    United States                          $ 55,635            $ 21,651
    Other                                     2,620                 662
                                           --------           ----------
    Total                                  $ 58,255            $ 22,313
                                           =========          ==========
</TABLE>

12. CONCENTRATION OF CREDIT RISK

The Company's customers include almost all of the largest cable system operators
in the United States, as well as telephone companies and broadcasters. As of
March 29, 2002, the Company had gross trade accounts receivables of $69,813 with
these customers, of which $35,601 (51%) were from Adelphia Communications
(Adelphia). Allowances are maintained for potential credit losses based on
credit profiles of the Company's customers, current economic trends, contractual
terms and conditions and historical payment experience, as well as specifically
identified doubtful accounts where a loss is deemed to be both probable and
estimable. As of March 29, 2002, no specific allowance has been established
related to the Adelphia trade receivables.

On May 2, 2002 Adelphia announced that it was in default under certain debt
instruments as a result of a delay in filing its Annual Report on Form 10-K. The
Company does not anticipate receiving substantial payments of outstanding
accounts receivable from Adelphia until these defaults are cured.




                                       17
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

General

The following discussion addresses the financial condition of C-COR.net Corp.
(the Company or we) as of March 29, 2002, and the results of our operations for
the thirteen-week and thirty-nine week periods ended March 29, 2002, compared
with the same periods of the prior fiscal year. This discussion should be read
in conjunction with the Management's Discussion and Analysis section for the
fiscal year ended June 29, 2001, included in the Company's Annual Report on Form
10-K.

Disclosure Regarding Forward-Looking Statements

Some of the information presented in this report contains forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among
others, our ability to expand our product offering, fluctuations in demand for
telecommunications equipment and broadband management services, the slowdown in
network upgrade activity and the level of future network upgrade activity, the
trend toward more fiber in the network, global demand for our products and
services, our ability to expand our operations internationally, including the
impact of the ADC Telecommunications, Inc. (ADC) acquisition, our assessment of
credit risk related to major customers, and statements relating to our business
strategy. Forward-looking statements represent our judgment regarding future
events. Although we believe we have a reasonable basis for these forward-looking
statements, we cannot guarantee their accuracy and actual results may differ
materially from those anticipated due to a number of uncertainties, many of
which we are not aware. Factors which could cause actual results to differ from
expectations include, among others, capital spending patterns of the
communications industry, our ability to develop new and enhanced products,
continued industry consolidation, the development of competing technologies,
changes in the credit profile of major customers that would lead us to restrict
new product shipments or record an increase in the allowance for doubtful
accounts, and our ability to achieve our strategic objectives. For additional
information concerning these and other important factors that may cause our
actual results to differ materially from expectations and underlying
assumptions, please refer to the reports filed by us with the Securities and
Exchange Commission.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of the Company's financial statements requires
management to make estimates, assumptions and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the applicable period. Management bases its
estimates, assumptions and judgments on historical experience and on various
other factors that are believed to be reasonable under the circumstances. On an
ongoing basis, management evaluates its estimates, assumptions and judgments.

The critical accounting policies requiring estimates, assumptions and judgments
that the Company believes have the most significant impact on our consolidated
financial statements are:

        Revenue recognition
        Allowances for doubtful accounts
        Valuation of inventories
        Valuation of goodwill, other intangible assets and long-lived assets
        Restructuring costs
        Warranty liabilities
        Accounting for income taxes




                                       18
<PAGE>

Different assumptions and judgments would change estimates used in the
preparation of our consolidated financial statements, which could change the
results from those reported.

Revenue Recognition: The Company recognizes revenue when persuasive evidence of
an arrangement exists, delivery has occurred or services have been rendered, the
sale price is fixed and determinable and collectibility is reasonably assured.
The Company's revenues derive principally from equipment sales, which are
generally recognized when the equipment has been shipped. Service revenues,
consisting of system design, field services and other consulting engagements,
are generally recognized as services are rendered in accordance with the terms
of contracts. For the Company's software licensing arrangements involving
multiple elements, revenue is allocated to each element based on vendor specific
objective evidence of fair values of the elements. License revenue allocated to
software products is generally recognized upon the delivery of the software
products. For certain of its software license arrangements where professional
services that are being provided are deemed to be essential to the functionality
or are for significant production, modification or customization of the software
product, both the software product revenue and the professional service revenue
are recognized on the completed-contract method as the arrangements represent
the Company's initial installations, and the Company does not have the ability
to reasonably estimate contract costs at the inception of the contracts. Under
the completed-contract method, revenue is recognized when the contract is
complete, and all direct costs and related revenues are deferred until that
time. Revenue recognition in each period is dependent on application of these
accounting policies.

Allowances for Doubtful Accounts: We establish a general allowance for doubtful
accounts based on credit profiles of our customers, current economic trends,
contractual terms and conditions and historical payment experience. In addition,
we establish allowances for specifically identified doubtful accounts when a
loss is deemed to be both probable and estimable. In the event that we have an
unexpected problem collecting from one of our major customers and our actual bad
debts differ from these estimates, or we adjust these estimates in future
periods, our established reserves may be insufficient and recognition of
additional reserves could materially affect our operating results and financial
position.

Valuation of Inventories: The Company states inventories at the lower of cost or
market. Cost is determined on the first-in, first-out method. We establish
provisions for excess and obsolete inventories after evaluation of historical
sales and usage, current economic trends, forecasted sales, product lifecycles
and current inventory levels. This evaluation requires us to make estimates
regarding future events in an industry where rapid technological changes are
prevalent. In the event that we adjust our estimates, such as forecasted sales
and expected product lifecycles, the value of our inventory may be under or
overstated and recognition of such under or overstatement will affect our cost
of sales in a future period, which could materially affect our operating results
and financial position.

Valuation of Goodwill, Other Intangible Assets and Other Long-lived Assets:
Goodwill represents the excess of purchase price and related costs over the fair
value assigned to the net tangible assets of businesses acquired. Other
intangible assets are estimated based upon facts and data considered pertinent
to the valuation to arrive at a conclusion as to their fair market value. We
assess goodwill, other intangible assets, and other long-lived assets for
recoverability whenever events or changes in circumstances indicate that their
carrying value may not be recoverable through the estimated undiscounted future
cash-flows resulting from the use of the assets. When we determine that the
carrying value of goodwill, other intangible assets, and other long-lived assets
may not be recoverable, we measure any impairment by using the projected
discounted cash flow method to determine fair value with a discount rate we
determine to be commensurate with the risk inherent in our current business.



                                       19
<PAGE>

Restructuring Costs: In accordance with the provisions of Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)" and Staff Accounting Bulletin No. 100, "Restructuring and
Impairment Charges," record restructuring costs when the Company commits to an
exit plan and significant changes to the exit plan are not likely. The Company
estimates the future amounts to be incurred as a result of an exit plan and
records the amounts as a charge against earnings. For additional information
regarding restructuring costs, refer to Note 8 of our condensed consolidated
financial statements. Revisions to our estimates could result in an additional
charge to earnings or a reversal of previous recorded charges, which could
materially impact our operating results and financial position in future periods
if anticipated events and key assumptions change.

Warranty Liabilities: The Company warrants its products against defects in
materials and workmanship, generally for three to five years, depending upon
product lines. A provision for estimated future costs relating to warranty
activities is recorded when product is shipped, based upon historical claims. In
addition, the recorded account is adjusted for specifically identified warranty
exposures. In the event that our historical claims experience changes or our
estimates relating to probable losses resulting from specifically identified
warranty exposure changes, our reserves may not be sufficient and a charge
against future cost of sales may materially affect our operating results and
financial position.

Accounting for Income Taxes: In the preparation of our consolidated financial
statements, we estimate our income taxes for each of the jurisdictions in which
we operate. This involves estimating our actual current tax exposure and
assessing temporary differences resulting from differing treatment of items,
such as reserves and accruals, for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included
within our consolidated balance sheet. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment. Significant management judgment is required for purposes
of assessing our ability to realize any future benefit from our deferred tax
assets. In the event that actual results differ from these estimates or we
adjust these estimates in future periods, our operating results and financial
position could be materially affected.

Plant Closing

On February 11, 2002, we announced the closing of our Buenos Aires, Argentina
manufacturing facility. This action completes the final step of the integration
of cable assets purchased from ADC in August 2001. The decision to close the
Argentina manufacturing facility is a result of the process we began, as of the
acquisition date, to address redundancy in the product lines and manufacturing
capacity resulting from the acquisition. We substantially ceased manufacturing
operations at this facility as of March 31, 2002. For the thirteen week period
ended March 29, 2002, fair value adjustments for inventory and fixed assets of
$5.0 million and exit costs of $2.9 million, were accounted for as an adjustment
to the allocation of the original purchase price, and recorded as additional
goodwill. In addition, when the operation has been substantially liquidated, we
expect to realize a loss related to the devaluation of the Argentine peso. As of
March 29, 2002, the amount of the currency translation loss was $565,000. This
currency translation loss will be subject to change based upon fluctuations in
the exchange ratio between the U.S. dollar and the Argentine peso at the time of
liquidation.



                                       20
<PAGE>

Results of Operations

Net sales for the thirteen-week period ended March 29, 2002 were $77.2 million,
an increase of 92% from the prior year's sales of $40.1 million for the same
period. Net sales for the thirty-nine week period ended March 29, 2002 were
$196.4 million, an increase of 6% from the prior year's sales of $184.5 million
for the same period.

Telecommunications Equipment segment sales increased by 98% to $64.0 million
during the thirteen-week period, compared to $32.3 million for the same period
of the prior year. Telecommunications Equipment segment sales increased by 9% to
$164.8 million during the thirty-nine week period, compared to $151.5 million
for the same period of the prior year. The increases for the quarter and
year-to-date periods were attributable to increased demand from both domestic
and international cable operators compared to a year ago when telecommunications
equipment sales declined as a result of a sharp slowdown of capital spending in
the telecommunications industry. We believe the resumed spending for network
system upgrades is being driven by requirements for higher bandwidth products to
support new services. Contributing to the increase for the quarter and
year-to-date periods were incremental sales resulting from our acquisition of
certain assets of ADC, primarily for optical product lines. The Company
continues to see shifts in product requirements to optical products from radio
frequency amplifiers, including digital technology, for transporting voice,
video, and data. Optical product sales were $35.6 million during the quarter,
compared to $2.8 million for the same period a year ago while sales of radio
frequency amplifiers decreased 4%, from $29.5 million to $28.4 million compared
to the same period a year ago.

Broadband Management Services (BMS) segment sales increased by 69% to $13.2
million during the thirteen-week period, compared to $7.8 million for the same
period of the prior year. BMS segment sales decreased by 4% to $31.6 million
during the thirty-nine week period, compared to $33.1 million for the same
period of the prior year. For the quarter, BMS segment revenues increased for
technical service, as spending by domestic cable operators increased for upgrade
activities. In addition, we recognized revenues of $2.4 million related to our
mobile workforce management software, as a contract implementation was deemed
complete during the period. BMS revenues year-to-date declined, compared to the
same period a year ago, resulting from a slowdown in upgrade activities by
several customers that affected demand for technical services during the early
weeks of the thirty-nine week period.

Domestic sales as a percentage of total consolidated sales were 89% and 87% for
the thirteen-week and thirty-nine week periods ended March 29, 2002. This
compares to 92% and 87% for the same periods the prior year. Sales to domestic
customers increased 86% during the quarter, compared to the same period of the
prior year, due to increases in both Telecommunications Equipment and BMS
segment sales. Sales to domestic customers increased 6% for the thirty-nine week
period, compared to the same period of the prior year, as a result of increased
Telecommunications Equipment sales. International sales as a percentage of total
consolidated sales were 11% and 13% for the thirteen-week and thirty-nine week
periods ended March 29, 2002. This compares to 8% and 13% for the same periods
of the prior year. For the quarter and year-to-date periods, sales to
international customers increased 176% and 8%, respectively, compared to the
same periods during the prior year. For the quarter, all international regions
had increased sales compared to the same period a year ago, and for the
year-to-date period, all regions with the exception of Canada had increased
sales. As a result of our acquisition of certain operations of ADC, we expanded
our presence in Europe by acquiring an operation in Klagenfurt, Austria. This
operation includes manufacturing, engineering, sales and administrative support
activities to provide localized versions of products and services to customers
in these regions. We expect the demand for our products in international markets
will continue to be highly variable. The international markets represent
distinct markets in which capital spending decisions for hybrid fiber coax
network distribution equipment can be impacted by a variety of factors,
including access to financing and general economic conditions.

Gross margins were 29.4% and 28.9% for the thirteen-week and thirty-nine week
periods ended March 29, 2002. This compares to 4.2% and 22.0% for the same
periods of the prior year. For the Telecommunications Equipment segment, gross


                                       21
<PAGE>

margins were 31.9% and 31.2% for the thirteen-week and thirty-nine week periods
ended March 29, 2002. This compares to 2.0% and 21.5% for the same periods of
the prior year. The increases in gross margins were due primarily to product
mix, which included higher sales of optical products which typically carry
higher gross margins than radio frequency products, improvements in our cost
structure as a result of manufacturing consolidation efforts which began in the
last half of the previous fiscal year and adjustment of previously recorded
warranty costs. For the BMS segment, gross margins were 17.1% and 16.8% for the
thirteen-week and thirty-nine week periods ended March 29, 2002. This compares
to 13.2% and 24.5% for the same periods of the prior year. For the quarter,
gross margins increased due primarily to higher margins for technical services.
For the year-to-date period, BMS gross margins have been impacted negatively by
costs associated with employees that support the deployment of network
management and mobile workforce management solutions which are included in cost
of sales for the BMS segment. We anticipate these system deployment costs to
negatively impact gross margins for the remainder of fiscal year 2002.

Selling and administrative expenses were $15.3 million (19.8% of net sales) for
the thirteen-week period ended March 29, 2002, compared to $7.2 million (17.9%
of net sales) for the same period of the prior year. Selling and administrative
expenses were $37.2 million (18.9% of net sales) for the thirty-nine week period
ended March 29, 2002, compared to $23.4 million (12.7% of net sales) for the
same period of the prior year. Our selling and administrative expense have
increased as a result of personnel costs and administrative expenses related to
our acquisitions of MobileForce Technologies Inc. (MobileForce) in April 2001,
and certain operations of ADC in August 2001. In addition, selling and
administrative expense increased during the quarter due to a $2.4 million
increase in our allowance for doubtful accounts for trade receivables associated
with our Argentina operation. For the year-to-date period, selling and
administrative expense increased for costs associated with the implementation of
a fully integrated enterprise resource planning (ERP) system. The ERP system is
a software-based management tool, which is expected to simplify and standardize
business processes such as financial systems, manufacturing and purchasing,
product development and customer relationship management. Costs of $2.3 million
related to business process reengineering activities and training associated
with this project through March 29, 2002 were expensed as incurred. We
anticipate additional costs associated with this project throughout the
remainder of fiscal year 2002, but believe the majority of the activities and
costs related to business process reengineering are substantially complete.

Research and product development expenses were $6.5 million (8.4% of net sales)
for the thirteen-week period ended March 29, 2002, compared to $4.5 million
(11.1% of net sales) for the same period of the prior year. Research and product
development expenses were $20.8 million (10.6% of net sales) for the thirty-nine
week period ended March 29, 2002, compared to $13.3 million (7.2% of net sales)
for the same period of the prior year. Research and product development expenses
in the Telecommunications Product segment were $4.4 million and $14.2 million
for the thirteen-week and thirty-nine week periods ended March 29, 2002,
respectively. This compares to $2.7 million and $8.3 million for the same
periods of the prior year. The increase was primarily due to higher personnel
costs resulting from inclusion of certain operations of ADC. The additional
expenses incurred were primarily for the development of optical products.
Research and product development expenses in the BMS segment were $2.1 million
and $6.6 million for the thirteen-week and thirty-nine week periods ended March
29, 2002, respectively. This compares to $1.8 million and $5.0 million for the
same period of the prior year. The increase year to date is primarily due to
higher personnel costs resulting from our acquisition of MobileForce in April
2001. The additional expenses incurred were primarily for the development of
mobile workforce management software solutions. We anticipate continuing
investments in research and product development expenses in future periods
related to ongoing initiatives in the development of optical products and
network management and mobile workforce software capabilities.



                                       22
<PAGE>

The following discussion of operating income (loss) by segment for the
thirteen-week and thirty-nine week periods compared to the same periods of the
prior year excludes the impact of one-time restructuring costs related to
consolidating our manufacturing activities. Operating income for the
Telecommunications Equipment segment was $3.5 million and $7.9 million for the
thirteen-week and thirty-nine week periods ended March 29, 2002. This compares
to an operating loss of $7.4 million and operating income of $6.3 million for
the same periods of the prior year. Higher gross margins offset higher operating
expenses resulting from inclusion of expenses related to the acquired operations
from ADC, as well as the previously discussed enterprise resource planning
system related expenditures, resulting in increased operating income for the
current periods compared to the prior year. Operating loss for the BMS segment
was $4.5 million and $14.8 million for the thirteen-week and thirty-nine week
periods ended March 29, 2002. This compared to an operating loss of $2.6 million
for both periods of the prior year. For the thirteen-week and year-to-date
periods ended March 29, 2002, operating results of our BMS segment include
amortization of goodwill and other intangibles of $1.9 million and $5.5 million,
respectively, which were acquired in April 2001 related to our acquisition of
MobileForce. In addition, operating expenses increased during the thirteen-week
and year-to-date periods compared to the same periods of the prior year due to
inclusion of expenses for MobileForce, representing additional investments and
development costs associated with our network management and mobile workforce
products.

Amortization of goodwill and other intangibles was $1.9 million and $5.7 million
for the thirteen-week and thirty-nine week periods ended March 29, 2002. This
compares to $82,000 and $246,000 for the same periods of the prior year. The
increase in amortization expense relates to goodwill and the cost of other
acquired intangibles related to the acquisition of MobileForce. The cost of
other acquired intangibles, including purchased technology, assembled workforce
and trademarks, are being amortized on a straight-line basis over their
estimated useful lives of three years. Goodwill for acquisitions prior to June
30, 2001 is being amortized on a straight-line basis over estimated useful lives
of three to ten years. These costs are related to and included as part of the
Company's BMS segment. An independent valuation of identifiable intangible
assets related to the acquisition of certain operations of ADC has not yet been
completed, and as such, could impact amortization expense in the future.

Investment income was $321,000 for the thirteen-week period ended March 29,
2002, compared to $1.8 million for the same period of the prior year. Investment
income was $1.3 million for the thirty-nine week period ended March 29, 2002,
compared to $5.7 million for the same period of the prior year. The decreases in
investment income resulted from reduced investment balances compared to the same
periods of the prior year and lower interest rates currently earned on
short-term investments.

Other income, net was $1.7 million for the thirteen-week period ended March 29,
2002, compared to $69,000 for the same period of the prior year. The increase
was primarily due to a foreign currency translation gain during the period,
resulting from devaluation of the Argentine peso and the remeasurement of U.S.
dollar denominated accounts held by our foreign operation. Other income, net was
$402,000 for the thirty-nine week period ended March 29, 2002, compared to other
expense, net of $19,000 for the same period of the prior year. On a year to date
basis, the increase in other income, net resulted primarily from foreign
currency translation gains discussed above, which were offset by expenses
resulting from the write-off of a convertible debt instrument based on the
Company's assessment that there was an other than temporary decline in the
fair value of the instrument.

Our overall effective income tax (benefit) rate was 92% and (20%) for the
thirteen-week and thirty-nine week periods ended March 29, 2002, respectively.
This compares to (40%) for both periods of the prior year. The effective income


                                       23
<PAGE>

tax rate for the quarter and year to date periods, as compared with the
Company's expected income tax (benefit) rate of approximately 40%, resulted from
limited income tax benefits deriving from losses incurred by foreign operations
during the period, primarily relating to the loss on closure of our Argentina
operation. In addition, other factors that are contributing to the unusual tax
rates include the relative mix of income and/or losses of U.S. versus foreign
entities (taxed at different statutory rates).

Restructuring Costs

During the thirteen-week period ended March 29, 2002, we recorded a $431,000
reversal of previously recorded restructuring charges associated with our
decisions to consolidate our manufacturing operations. The adjustment resulted
from lower than anticipated employee severance and termination benefits and
contractual obligations. This compares to restructuring charges of $11.1 million
incurred in the previous year related to these consolidation efforts.
Restructuring charges were $671,000 and $11.7 million for the thirty-nine week
periods ended March 29, 2002 and March 30, 2001, respectively.

Concentration of Credit Risk

Our customers include almost all of the largest cable system operators in the
United States, as well as telephone companies and broadcasters. As of March 29,
2002, we had gross trade accounts receivables of $69.8 million with these
customers, of which $35.6 million (51%) were from Adelphia Communications
(Adelphia). Allowances are maintained for potential credit losses based on
credit profiles of our customers, current economic trends, contractual terms and
conditions and historical payment experience, as well as specifically identified
doubtful accounts where a loss is deemed to be both probable and estimable. As
of March 29, 2002, no specific allowance has been established related to the
Adelphia trade receivables.

On May 2, 2002 Adelphia announced that it was in default under certain debt
instruments as a result of a delay in filing its Annual Report on Form 10-K. We
do not anticipate receiving substantial payments of outstanding accounts
receivable from Adelphia until these defaults are cured.

Liquidity and Capital Resources

As of March 29, 2002, cash and cash equivalents and short-term investments
totaled $116.5 million, up from $100.9 million at June 29, 2001. The increase in
cash and cash equivalents resulted from net proceeds received from the follow-on
public offering of common stock completed on February 19, 2002, whereby
3,450,000 shares of our common stock were sold at a price of $16.00 per share.
This offering resulted in net proceeds (after deducting issuance costs) to the
Company of $52.2 million.

Net cash and cash equivalents used in operating activities were $7.5 million for
the thirty-nine week period ended March 29, 2002, compared to net cash and cash
equivalents provided by operating activities of $7.9 million for the same period
of the prior year. The increase in net cash and cash equivalents used in
operating activities for the thirty-nine week period ended March 29, 2002 was
due to higher accounts receivables resulting from a ramp up of production during
the period, reductions in accrued liabilities and the increased net loss
incurred for the period. These changes were offset by lower inventories and
higher accounts payables during the period.

Net cash and cash equivalents used in investing activities were $27.5 million
for the thirty-nine week period ended March 29, 2002, compared to cash provided
by investing activities of $30.5 million for the same period of the prior year.
The increase in cash and cash equivalents used in investing activities was
primarily due to utilizing $26.3 million of cash for acquisitions, as well as
$5.2 million to purchase property, plant and equipment during the period.

Net cash and cash equivalents provided by financing activities were $54.2
million for the thirty-nine week period ended March 29, 2002, compared to cash
used in financing activities of $21.9 million for the same period of the prior
year. Cash provided by financing activities during the period resulted primarily


                                       24
<PAGE>

from net proceeds in the amount of $52.2 million received from our follow-on
public offering of common stock on February 19, 2002 and proceeds from the
exercise of employee stock options and warrants. This was offset by cash used
for the purchase of treasury stock. On April 6, 2001, we increased by 2,000,000
shares the amount of stock that may be purchased under our stock repurchase
program, to allow for a total of 4,000,000 shares to be purchased. Shares may be
purchased from time to time in the open market through block or privately
negotiated transactions, or otherwise. We intend to use our currently available
capital resources to fund the purchases. The repurchased stock is being held by
us as treasury stock to be used to meet our obligations under our present and
future stock option plans and for other corporate purposes. As of March 29,
2002, 2,393,590 shares had been repurchased under the current stock repurchase
program. Total shares held as treasury stock were 3,627,801 as of March 29,
2002. Our other financing activities consisted primarily of payments on
short-term and long-term debt.

On February 26, 2002, we entered into a new credit agreement with a bank. Under
the new credit agreement, $7.5 million is available as a revolving
line-of-credit, subject to an aggregate sub-limit of $5.0 million for issuance
of letters of credit. The credit agreement is committed through June 30, 2002.
Borrowings under the credit agreement bear interest at various rates, at our
option. The Company is subject to a quarterly minimum net worth and liquidity
test. As of March 29, 2002, we had no borrowings outstanding under the credit
agreement and had established letters of credit of $2.5 million outstanding
related to our workers' compensation programs and customer obligations.

Information regarding our contractual obligations are as follows:

                                               Payments due by Period
                                ----------------------------------------------
                                           Less
Contractual                               than 1   1 - 3     4 - 5   After 5
Obligations                     Total      year    years     years    years
------------------------------------------------------------------------------
Long-Term Debt                 $ 1,933  $  234   $  692      $350     $657
------------------------------------------------------------------------------
Operating Leases                 8,263   3,587    4,676         -        -
------------------------------------------------------------------------------
Total Contractual Cash
Obligations                    $10,196  $3,821   $5,368      $350     $657
==============================================================================

Information regarding our commitments are as follows:

                                Amount of Commitments Expiration per Period
                                --------------------------------------------
                                Total    Less
Other                         Amounts   than 1   1 - 3     4 - 5   After 5
Commitments                  Committed   year    years     years    years
----------------------------------------------------------------------------
Line of Credit               $  -      $   -     $ -       $  -     $   -
----------------------------------------------------------------------------
Standby Letters of Credit     2,520     2,150     370         -         -
----------------------------------------------------------------------------
Total Commitments            $2,520    $2,150    $370      $  -     $   -
============================================================================


                                       25
<PAGE>

Management believes that operating cash flow, current cash and cash equivalents
and short-term investment balances, which includes the proceeds from our
follow-on offering in February 2002, as well as expected borrowing capacity
under the credit agreement discussed above, will be adequate to provide for all
operating cash requirements for the next 12 to 24 months. However, the Company
may require additional capital for financing strategic initiatives, including
acquiring or investing in complementary businesses, products, services, or
technologies.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations"
(Statement 141). Statement 141 addresses financial accounting and reporting for
business combinations and requires that all business combinations within the
scope of Statement 141 be accounted for using only the purchase method.
Statement 141 is required to be adopted for all business combinations initiated
after June 30, 2001.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" (Statement 142). Statement 142 addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired in
a business combination) should be accounted for in financial statements upon
their acquisition. Statement 142 also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. Statement 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually in accordance with the
provisions of Statement 142. Statement 142 also requires that intangible assets
with definite useful lives be amortized over their respective estimated useful
lives to their estimated residual values and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" (Statement 121).

The Company was required to adopt the provisions of Statement 141 as of July
2001, and will adopt Statement 142 effective June 29, 2002. Goodwill and
intangible assets determined to have an indefinite useful life acquired in
purchase business combinations completed after June 30, 2001, but before
Statement 142 is adopted in full, will not be amortized, but will continue to be
evaluated for impairment in accordance with the appropriate pre-Statement 142
accounting literature.

In connection with Statement 142's transitional goodwill impairment evaluation,
the Statement will require us to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this, we must identify our reporting units and determine the carrying value of
each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units as of the date
of adoption. We will then have up to six months from the date of adoption to
determine the fair value of each reporting unit and compare it to the carrying
amount of the reporting unit. To the extent the carrying amount of a reporting
unit exceeds the fair value of the reporting unit, an indication exists that the
reporting unit goodwill may be impaired and we must perform the second step of
the transitional impairment test. In the second step, we must compare the
implied fair value of the reporting unit goodwill with the carrying amount of
the reporting unit goodwill, both of which would be measured as of the date of
adoption. The implied fair value of goodwill is determined by allocating the
fair value of the reporting unit to all of the assets (recognized and
unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with Statement 141. The residual fair
value after this allocation is the implied fair value of the reporting unit
goodwill. This second step is required to be completed as soon as possible, but
no later than the end of the year of adoption. Any transitional impairment loss
will be recognized as the cumulative effect of a change in accounting principle
in our consolidated statement of operations.

As of the date of adoption, we expect to have unamortized goodwill in the amount
of $6.3 million and unamortized identifiable intangible assets in the amount of
$9.2 million that will be subject to the transition provisions of Statements 141
and 142. Amortization expense related to goodwill was $654,000 and $1.9 million
for the thirteen-week and thirty-nine week periods ended March 29, 2002,


                                       26
<PAGE>
respectively. This compares to amortization expense related to goodwill of
$61,000 and $184,000, for the same respective periods of the prior year. Because
of the extensive effort needed to comply with adopting Statement 142, it is not
practicable to reasonably estimate the impact of adopting Statement 142 on our
financial statements at the date of this report, including whether we will be
required to recognize any transitional impairment losses as the cumulative
effect of a change in accounting principle.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (Statement 144), which supersedes both Statement
121 and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" (Opinion 30), for the disposal of a segment of a
business (as previously defined in that Opinion). Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by sale, while also resolving significant implementation issues associated with
Statement 121. For example, Statement 144 provides guidance on how a long-lived
asset that is used as part of a group should be evaluated for impairment,
establishes criteria for when a long-lived asset is held for sale, and
prescribes the accounting for a long-lived asset that will be disposed of other
than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to
present discontinued operations in the income statement but broadens that
presentation to include a component of an entity (rather than a segment of a
business). Unlike Statement 121, an impairment assessment under Statement 144
will never result in a write-down of goodwill. Rather, goodwill is evaluated for
impairment under Statement 142.

We are required to adopt Statement 144 effective June 29, 2002. Management does
not expect the adoption of Statement 144 for long-lived assets held for use to
have a material impact on our consolidated financial statements because the
impairment assessment under Statement 144 is largely unchanged from Statement
121. The provisions of Statement 144 for assets held for sale or other disposal
generally are required to be applied prospectively after the adoption date to
newly initiated disposal activities.


                                       27
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact the financial position,
results of operations or cash flow of the Company due to adverse changes in
market prices and rates.

We are exposed to foreign currency exchange rate risks inherent in our sales
commitments, anticipated sales, and assets and liabilities denominated in
currencies other than the United States dollar. We do not currently utilize
derivative financial instruments to hedge certain foreign currency exposures. We
do not intend to utilize derivative financial instruments for trading or
speculative purposes.

The Company is exposed to market risk because of changes in interest rates and
the fair market value of our marketable securities portfolio. The Company
classifies its marketable securities portfolios as either available-for-sale or
trading, and records them at fair value. For the Company's available-for-sale
securities, unrealized holding gains and losses are excluded from income and are
recorded directly to shareholders' equity in accumulated other comprehensive
income (loss), net of related deferred income taxes. For the Company's trading
securities, unrealized holding gains and losses are included in the statement of
operations in the period they arise.



                                       28
<PAGE>

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Shareholders

             (Not Applicable)

Item 5.  Other Information

             (Not Applicable)

Item 6.   Exhibits and Reports on Form 8-K

The following exhibits are included herein:

   (10) Credit Agreement dated February 26, 2002, between the Registrant and
        Broadband Capital Corporation as borrowers, and The Banks Parties Hereto
        From Time to Time and Citizens Bank of Pennsylvania as Agent.

   (15) Letter re: Unaudited Interim Financial Information.

Reports on Form 8-K

On January 25, 2002, the Registrant filed a Form 8-K dated December 28, 2001, to
report the Fiscal Year 2002 Second Quarter financial and pro forma results.

On January 25, 2002, the Registrant filed a Form 8-K dated August 4, 2001, to
report updated interim financial statements of ADC Telecommunications, Inc. -
Broadband Communications Division and Subsidiaries and pro forma information.

On February 11, 2002, the Registrant filed a Form 8-K/A dated December 28, 2001,
to amend the Current Report on Form 8-K dated December 28, 2001 and filed on
January 25, 2002, to provide updated financial statements and pro forma
information.

On February 15, 2002, the Registrant filed a Form 8-K dated February 13, 2002,
to report that the Registrant issued a press release announcing the public
offering of 3,000,000 shares plus the right to purchase up to 450,000 additional
shares of its common stock, $0.05 par value per share, at a public offering
price of $16.00 per share.




                                       29
<PAGE>



                                   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.


                                 C-COR.net Corp.
                                  (Registrant)

Date: May 13, 2002                             /s/ William T. Hanelly
                                              ---------------------------------
                                               Chief Financial Officer
                                               (Principal Financial Officer)

Date: May 13, 2002                             /s/ Joseph E. Zavacky
                                              ---------------------------------
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)



                                       30