<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                                   ----------------

                                      FORM 10-Q



(Mark One)
    /X/            QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended July 31, 1997

                                          OR
    / /           TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from N/A to N/A

                            Commission file number 0-1424

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

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


                    12501 Whitewater Drive, Minnetonka, MN  55343
                 ---------------------------------------------------
                 (Address of principal executive offices) (zip code)

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

                                         N/A
          -----------------------------------------------------------------
                 (Former name, former address and former fiscal year,
                            if changed since last report)

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, $.20 par value:  132,045,857 shares as of September 9, 1997


<PAGE>

                            PART I. FINANCIAL INFORMATION
                             ITEM 1. FINANCIAL STATEMENTS


                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS - UNAUDITED

                                    (IN THOUSANDS)


                                        ASSETS


                                                  JULY 31,       OCTOBER 31,
                                                    1997           1996
                                                 ----------      ----------
CURRENT ASSETS:
    Cash and cash equivalents                    $  122,940     $  183,221
    Accounts receivable                             201,197        163,219
    Inventories                                     155,154        130,582
    Prepaid income taxes and other assets            23,471         22,479
                                                 ----------     ----------
         Total current assets                       502,762        499,501

PROPERTY AND EQUIPMENT, net                         193,357        131,080

OTHER ASSETS, principally goodwill                  156,626        138,184
                                                 ----------     ----------

                                                 $  852,745     $  768,765
                                                 ----------     ----------
                                                 ----------     ----------

                 LIABILITIES AND STOCKHOLDERS' INVESTMENT

CURRENT LIABILITIES:
    Current maturities of long-term debt         $      338     $    2,247
    Accounts payable                                 54,950         49,459
    Accrued liabilities                              99,876         90,373
                                                 ----------     ----------
         Total current liabilities                  155,164        142,079

DEFERRED INCOME TAXES                                   331          2,303
LONG-TERM DEBT, less current maturities               3,256          6,913
                                                 ----------     ----------
         Total liabilities                          158,751        151,295

STOCKHOLDERS' INVESTMENT
     (132,033 and 65,177 shares outstanding)        693,994        617,470
                                                 ----------     ----------

                                                 $  852,745     $  768,765
                                                 ----------     ----------
                                                 ----------     ----------


             See accompanying notes to consolidated financial statements.


                                          2
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
 


                                                   FOR THE QUARTERS ENDED       FOR THE NINE MONTHS ENDED
                                                          JULY 31,                      JULY 31,
                                                  ------------------------     --------------------------
                                                    1997           1996            1997           1996
                                                 ----------      ----------     ----------     -----------

<S>                                              <C>            <C>            <C>           <C>
NET SALES                                        $  293,312     $  217,313     $  829,288     $  572,957

COST OF PRODUCT SOLD                                156,266        115,567        445,250        303,884
                                                 ----------     ----------     ----------     ----------

GROSS PROFIT                                        137,046        101,746        384,038        269,073
                                                 ----------     ----------     ----------     ----------
         Gross profit percentage                      46.7%          46.8%          46.3%          47.0%
                                                 ----------     ----------     ----------     ----------

EXPENSES:
    Development and product engineering              29,339         22,579         87,864         64,151
    Selling and administration                       54,619         41,607        156,903        114,030
    Goodwill amortization                             2,543          1,474          7,416          3,141
    Non-recurring charges                                --             --         22,700             --
                                                 ----------     ----------     ----------     ----------

         Total expenses                              86,501         65,660        274,883        181,322
                                                 ----------     ----------     ----------     ----------

OPERATING INCOME                                     50,545         36,086        109,155         87,751

OTHER INCOME (EXPENSE), NET:
         Interest                                     1,571          2,341          5,152          8,490
         Other                                         (934)        (2,221)        (1,786)        (3,454)
                                                 ----------     ----------     ----------     ----------

INCOME BEFORE INCOME TAXES                           51,182         36,206        112,521         92,787

PROVISION FOR INCOME TAXES                           18,425         13,034         40,508         33,403
                                                 ----------     ----------     ----------     ----------

NET INCOME                                        $  32,757      $  23,172      $  72,013      $  59,384
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES OUTSTANDING                   131,820        129,704        131,090        127,732
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------

EARNINGS PER SHARE                                  $  0.25        $  0.18        $  0.55        $  0.46
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------

</TABLE>
 
             See accompanying notes to consolidated financial statements.


                                          3
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

                                    (IN THOUSANDS)



                                                  FOR THE NINE MONTHS ENDED
                                                          JULY 31,
                                                  -------------------------
                                                     1997           1996
                                                  ---------      ---------
OPERATING ACTIVITIES:
  Net income                                      $  72,013      $  59,384
  Adjustments to reconcile net income
   to net cash from
       operating activities -
       Non-recurring charges                         22,700             --
       Depreciation and amortization                 36,184         23,007
       Reduction in deferred compensation               742            388
       Decrease in deferred income taxes             (1,937)           (66)
       Other                                            584            426
       Changes in assets and liabilities
         Accounts receivable                        (33,002)       (28,645)
         Inventories                                (22,054)       (31,002)
         Prepaid income taxes and other assets      (10,052)           417
         Accounts payable                               111          1,646
         Accrued liabilities                          1,045          1,174
                                                  ---------      ---------

            Total cash from operating activities     66,334         26,729
                                                  ---------      ---------
INVESTMENT ACTIVITIES:
  Acquisitions                                      (33,713)       (46,715)
  Property and equipment additions, net             (88,596)       (47,969)
  Long-term investments                              (2,646)       (10,579)
                                                  ---------      ---------
            Total cash used for investment
              activities                           (124,955)      (105,263)
                                                  ---------      ---------

FINANCING ACTIVITIES:
  Decrease in long-term debt                         (4,390)        (5,292)
  Common stock issued                                 6,608          4,184
                                                  ---------      ---------
            Total cash from (used for)
              financing activities                    2,218         (1,108)
                                                  ---------      ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH              (3,878)           870
                                                  ---------      ---------

DECREASE IN CASH AND CASH EQUIVALENTS               (60,281)       (78,772)

CASH AND CASH EQUIVALENTS, beginning of period      183,221        238,491
                                                  ---------      ---------

CASH AND CASH EQUIVALENTS, end of period         $  122,940     $  159,719
                                                  ---------      ---------
                                                  ---------      ---------

             See accompanying notes to consolidated financial statements.


                                          4
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                    SUPPLEMENTAL FINANCIAL INFORMATION - UNAUDITED

                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                     3RD           2ND             1ST            4TH
                                                   QUARTER       QUARTER         QUARTER        QUARTER
                                                    1997           1997            1997           1996
                                                 ----------      ----------     ----------    ----------

<S>                                              <C>            <C>            <C>            <C>
NET SALES                                        $  293,312     $  279,199     $  256,777     $  255,052

COST OF PRODUCT SOLD                                156,266        149,876        139,108        134,963
                                                 ----------     ----------     ----------     ----------

GROSS PROFIT                                        137,046        129,323        117,669        120,089
                                                 ----------     ----------     ----------     ----------

         Gross profit percentage                      46.7%          46.3%          45.8%          47.1%
                                                 ----------     ----------     ----------     ----------

EXPENSES:
    Development and product engineering              29,339         30,406         28,119         25,887
    Selling and administration                       54,619         52,840         49,444         46,675
    Goodwill amortization                             2,543          2,351          2,522          2,094
    Non-recurring charges                                --             --         22,700             --
                                                 ----------     ----------     ----------     ----------
         Total expenses                              86,501         85,597        102,785         74,656
                                                 ----------     ----------     ----------     ----------

OPERATING INCOME                                     50,545         43,726         14,884         45,433

OTHER INCOME (EXPENSE), NET:
         Interest                                     1,571          1,795          1,786          2,014
         Other                                         (934)          (425)          (427)        (3,571)
                                                 ----------     ----------     ----------     ----------

INCOME BEFORE INCOME TAXES                           51,182         45,096         16,243         43,876

PROVISION FOR INCOME TAXES                           18,425         16,235          5,848         15,797
                                                 ----------     ----------     ----------     ----------

NET INCOME                                        $  32,757      $  28,861      $  10,395      $  28,079
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES
    OUTSTANDING                                     131,820        131,009        130,445        130,098
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------

EARNINGS PER SHARE                                  $  0.25        $  0.22        $  0.08        $  0.22
                                                 ----------     ----------     ----------     ----------
                                                 ----------     ----------     ----------     ----------


</TABLE>
 
             See accompanying notes to consolidated financial statements.


                                          5
<PAGE>

                    ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED



Note 1   ACCOUNTING POLICIES:  The information furnished in this report is
         unaudited but reflects all adjustments which are necessary, in the
         opinion of management, for a fair statement of the results for the
         interim periods.  The operating results for the nine months ended July
         31, 1997, are not necessarily indicative of the operating results to
         be expected for the full fiscal year.  These statements should be read
         in conjunction with the Company's most recent Annual Report on Form
         10-K.


Note 2   INVENTORIES:  Inventories include material, labor and overhead and are
         stated at the lower of first-in, first-out cost or market.
         Inventories at July 31, 1997, and October 31, 1996, consisted of (in
         thousands):

                                                    1997           1996
                                                 ----------     ----------
              Purchased materials and
                manufactured products            $  141,735     $  119,006
              Work-in-process                        13,419         11,576
                                                 ----------     ----------
                                                 $  155,154     $  130,582
                                                 ----------     ----------
                                                 ----------     ----------

Note 3   NON-RECURRING CHARGES:  During the first quarter of 1997, the Company
         recorded a non-recurring charge of $22.7 million.  This charge
         primarily represents the write-off of purchased research and
         development from the acquisition of the Wireless Infrastructure Group
         of Pacific Communication Sciences, Inc. ("PCSI"), as well as expenses
         related to the consolidation of the Company's West Coast operations.

Note 4   ACQUISITIONS:  During the first quarter of 1997, the Company acquired
         substantially all of the assets and liabilities of the Wireless
         Infrastructure Group of PCSI, a wholly-owned subsidiary of Cirrus
         Logic, Inc., for $23 million in cash.  The Wireless Infrastructure
         Group designs and manufactures equipment for wireless data and
         advanced paging communications.

         The acquisition was accounted for as a purchase, and resulted in the
         non-recurring charge for the write-off of purchased research and
         development described in Note 3.  The inclusion of the Wireless
         Infrastructure Group operating results for periods prior to the date
         of acquisition would not have materially affected reported results.

         During the second quarter of 1997, the Company exchanged 925,508
         shares of its common stock for all of the outstanding shares of common
         stock of The Apex Group, Inc. ("Apex"), a provider of information
         management and consulting services.  The acquisition was accounted for
         as a pooling of interests.


                                          6
<PAGE>

         Financial information for periods prior to the closing of this pooling
         transaction has not been restated because neither the net assets nor
         operating results of Apex were material to the Company's consolidated
         financial statements.


Note 5   NEW ACCOUNTING PRONOUNCEMENT:  SFAS NO. 128 - Earnings Per Share, was
         issued during February, 1997 and simplifies the standards for
         calculating and presenting earnings per share.  This pronouncement is
         effective for fiscal years beginning after December 15, 1997; earlier
         application is not permitted.  The adoption of SFAS No. 128 will not
         have a material impact on the calculation of earnings per share given
         the Company's present capital structure.


                                          7
<PAGE>

                   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OVERVIEW

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

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


    The Company's operating results may fluctuate significantly from quarter to
quarter due to several factors.  The Company is growing through acquisition and
expansion and results of operations described in this Form 10-Q may not be
indicative of results to be achieved in future periods.  The Company's expense
levels are based in part on expectations of future revenues.  If revenue  levels
in a particular period do not meet expectations, operating results will be
adversely affected.  In addition, the Company's results of operations are
subject to seasonal factors.  The Company historically has experienced a
stronger demand for its products in the fourth fiscal quarter, primarily as a
result of customer budget cycles and Company year-end incentives, and has
experienced a weaker demand for its products in the first fiscal quarter,
primarily as a result of the number of holidays in late November, December and
early January and a general industry slowdown during that period.  There can be
no assurance that these historical seasonal trends will continue in the future.


                                          8
<PAGE>

RESULTS OF OPERATIONS

    The percentage relationships to net sales of certain income and expense
items for the quarters and nine months ended July 31, 1997 and 1996 and the
percentage changes in these income and expense items between periods are
contained in the following table:



<TABLE>
<CAPTION>

                                                                         Percentage
                                                                    Increase (Decrease)
                                   Percentage of Net Sales            Between Periods
                              -----------------------------------  -----------------------
                               Quarters Ended  Nine Months Ended   
                                  July 31,         July 31,        Quarters   Nine Months 
                              ---------------- ------------------    Ended       Ended    
                               1997     1996      1997      1996     July 31,    July 31,
                              ------   -------   ------    ------   --------- -----------
<S>                           <C>      <C>       <C>       <C>      <C>       <C>
NET SALES                    100.0%    100.0%    100.0%    100.0%     35.0%     44.7%
COST OF PRODUCT SOLD         (53.3)    (53.2)    (53.7)    (53.0)     35.2      46.5
                              -----     -----     -----     -----     
GROSS PROFIT                  46.7      46.8      46.3      47.0      34.7      42.7
EXPENSES:
  Development and
  product engineering        (10.0)    (10.4)    (10.6)    (11.2)     29.9      37.0
  Selling and administration (18.6)    (19.1)    (18.9)    (19.9)     31.3      37.6
  Goodwill amortization       (0.9)     (0.7)     (0.9)     (0.6)     72.5     136.1
  Non-recurring charges          -         -      (2.7)        -         -         -
                              -----     -----     -----     -----     
OPERATING INCOME              17.2      16.6      13.2      15.3      40.1      24.4
OTHER INCOME (EXPENSE), NET:      
  Interest                     0.5       1.1       0.6       1.5     (32.9)    (39.3)
  Other                       (0.3)     (1.0)     (0.2)     (0.6)    (57.9)    (48.3)
                              -----     -----     -----     -----     
INCOME BEFORE INCOME TAXES    17.4      16.7      13.6      16.2      41.4      21.3
PROVISION FOR INCOME TAXES    (6.2)     (6.0)     (4.9)     (5.8)     41.4      21.3
                              -----     -----     -----     -----     
NET INCOME                    11.2%     10.7%      8.7%     10.4%     41.4      21.3
                              -----     -----     -----     -----     
                              -----     -----     -----     -----     

</TABLE>


    NET SALES:  The following table sets forth the Company's net sales for the
quarters and nine-month periods ended July 31, 1997 and 1996 for each of the
Company's functional product groups described above: 

<TABLE>
<CAPTION>

                           Quarters Ended July 31,                         Nine Months Ended July 31,
                ------------------------------------------      ---------------------------------------------
                       1997                     1996                     1997                      1996
                -----------------       ------------------      --------------------      -------------------
Product Group   Net Sales     %          Net Sales     %          Net Sales     %           Net Sales    %
-------------   ---------   -----       ----------   -----       -----------  ------       ----------  ------
<S>             <C>         <C>         <C>         <C>          <C>          <C>         <C>         <C>
TRANSMISSION   $ 127,199    43.4%       $  84,127    38.7%       $ 348,344    42.0%       $ 203,207    35.5%
ENTERPRISE
  NETWORKING      37,126    12.6           37,394    17.2          116,717    14.1          106,638    18.6
BROADBAND
  CONNECTIVITY   128,987    44.0           95,792    44.1          364,227    43.9          263,112    45.9
                ---------  ------        ---------  ------        ---------  ------        ---------  ------
    TOTAL      $ 293,312   100.0%       $ 217,313   100.0%       $ 829,288   100.0%       $ 572,957   100.0%
                ---------  ------        ---------  ------        ---------  ------        ---------  ------
                ---------  ------        ---------  ------        ---------  ------        ---------  ------
</TABLE>



     Net sales for the three-month and nine-month periods ended July 31, 1997
increased 35.0% and 44.7% to $293.3 million and $829.3 million, respectively,
over the comparable 1996 time periods.  These increases resulted from third
quarter increases in net sales for the transmission and broadband connectivity
groups, year-to-date increases in net sales for all three product groups, plus
revenue contributions from acquired companies during the three-month and
nine-month periods ended July 31, 1997.  Revenue contributions from acquired
companies 

                                          9
<PAGE>

totaled $19.0 million for the quarter and $90.0 million for the nine months
ended July 31, 1997, respectively.

     During the quarter and nine months ended July 31, 1997, net sales of
transmission products increased 51.2% and 71.4%, respectively, over the
comparable 1996 time periods.  In addition to revenue contributions from
acquired companies, these increases primarily resulted from increased sales of
transmission systems sold to public telecommunications network providers.

     Net sales of broadband connectivity products increased 34.7% and 38.4%
during the quarter and nine months ended July 31, 1997, respectively, over the
comparable 1996 time periods.  These increases primarily reflect the Company's
success in selling these products into expanding global broadband market
applications and revenue contributions from acquired companies.  The Company
believes that future sales of broadband connectivity products will continue to
account for a substantial portion of the Company's revenues, although net sales
of these products may continue to decline as a percentage of total net sales
primarily due to the ongoing evolution of technologies in the telecommunications
marketplace.

     During the quarter ended July 31, 1997, net sales of enterprise networking
products declined .7% over the comparable 1996 quarter.  This decline reflects
growth in net sales of access equipment, offset by a decrease in net sales of
Local Area Network (LAN) equipment.  During the nine months ended July 31, 1997,
net sales of enterprise networking products increased 9.5% over the nine months
ended July 31, 1996.  This increase reflects growth in net sales of access
equipment, which was partially offset by a decrease in net sales of LAN
equipment.  Recognizing changes in the competitive environment for LAN equipment
and the industry trend toward integration of LAN and Wide Area Network (WAN)
technologies and products, the Company combined its Kentrox and Fibermux
subsidiaries into one enterprise networking group and (during July 1997)
transferred the Fibermux manufacturing operation to Kentrox.

     GROSS PROFIT:  Gross profit percentages were 46.7% and 46.3% of net sales
in the three-month and nine-month periods ended July 31, 1997, respectively. 
These gross profit percentages compared to 46.8% and 47.0% for the three-month
and nine-month periods ended July 31, 1996.  The declines in gross profit
percentages during the 1997 time periods were primarily the result of a change
in product sales mix toward sales of newer, lower margin products which address
emerging broadband applications.  The Company anticipates that its future gross
profit percentage will continue to be affected by product mix, the timing of new
product introductions and manufacturing volume, among other factors.
 
     OPERATING EXPENSES:  Total operating expenses for the quarters ended July
31, 1997 and 1996 were $86.5 million and $65.7 million, representing 29.5% and
30.2% of net sales, respectively.  The decrease in operating expenses as a
percentage of net sales during the three months ended July 31, 1997 reflects the
Company's ability to leverage operating expenses against increased net sales.


                                          10
<PAGE>

     Total operating expenses for the nine months ended July 31, 1997 and 1996
were $274.9 million and $181.3 million, representing 33.1% and 31.6% of net
sales, respectively.  The increase  in operating expenses as a percentage of net
sales during the nine months ended July 31, 1997 reflects the $22.7 million of
non-recurring charges recorded during the quarter ended January 31, 1997.  Such
charges primarily represent the write-off of purchased research and development
resulting from the acquisition of the wireless infrastructure group from PCSI,
as well as expenses related to a consolidation and streamlining of the Company's
West Coast operations.  Operating expenses before non-recurring charges for the
nine months ended July 31, 1997 were $252.2 million, representing 30.4% of net
sales.  The decrease of 1.2% of net sales compared to the nine-month period
ended July 31, 1996 reflects the Company's ability to leverage recurring
operating expenses against revenue levels.

     The dollar increases in operating expenses before non-recurring charges
during the three-month and nine-month periods ended July 31, 1997 were due
primarily to the expanded operations associated with higher revenue levels in
1997.  

     Development and product engineering expenses were $29.3 million for the
quarter ended July 31, 1997, an increase of 29.9% over $22.6 million for the
quarter ended July 31, 1996.  For the nine months ended July 31, 1997,
development and product engineering expenses were $87.9 million, an increase of
37.0% over $64.2 million for the nine months ended July 31, 1996.  These
increases reflect substantial product development efforts in each of the
Company's three functional product groups.

     The Company believes that, given the rapidly changing technological and
competitive environment in the telecommunications equipment industry, continued
commitment to product development efforts will be required for the Company to
remain competitive. Accordingly, the Company intends to continue to allocate
substantial resources to product development for each of its three functional
product groups. However, the Company recognizes the need to balance the cost of
product development with expense control and remains committed to carefully
managing the rate of increase of such expenses.

     Selling and administration expenses were $54.6 million for the quarter
ended July 31, 1997, an increase of 31.3% over $41.6 million for the quarter
ended July 31, 1996.  For the nine months ended July 31, 1997, selling and
administration expenses were $156.9 million, an increase of 37.6% over $114.0
million for the nine months ended July 31, 1996.  The increases in each of these
periods reflect selling activities associated with new product introductions and
additional personnel costs related to expanded operations.

     Several of the Company's acquisitions have been accounted for as purchase
transactions in which the initial purchase prices exceeded the fair value of the
acquired assets.  The amortization of these "goodwill" amounts over five to 25
years on a straight-line basis resulted in goodwill amortization expense for the
quarter ended July 31, 1997 of $2.5 million, an increase of 72.5% over the $1.5
million recorded during the quarter ended July 31, 1996.  For the nine months
ended July 31, 1997, goodwill amortization of $7.4 million represented an
increase of 136.1% over the $3.1 million recorded in the nine months ended July
31, 1996.  These increases primarily reflect acquisitions subsequent to July 31,
1996.  See Note 4 to the Consolidated 

                                          11
<PAGE>
Financial Statements included in this report for a discussion of certain 
acquisitions made in the 1997 fiscal year.

     OTHER INCOME (EXPENSE), NET:  For the three-month and nine-month periods
ended July 31, 1997, net interest income was $1.6 million and $5.2 million,
respectively, reflecting net interest income on cash balances.  Net interest
income for the three-month and nine-month periods ended July 31, 1996 was $2.3
million and $8.5 million, respectively, reflecting net interest income on higher
1996 cash balances.  See "Liquidity and Capital Resources" below for a
discussion of cash levels.

     INCOME TAXES:  The Company's effective income tax rate was 36.0% for the
three-month and nine-month periods ended July 31, 1997 and 1996.  In addition to
the non-deductible goodwill amortization included in operating expenses in each
of the time periods, these rates reflect the beneficial impact of tax credits.

     NET INCOME:  Net income was $32.8 million (or $.25 per share) for the three
months ended July 31, 1997, an increase of 41.4% over $23.2 million (or $.18 per
share) for the three months ended July 31, 1996.  Net income was $72.0 million
(or $.55 per share) for the nine months ended July 31, 1997, an increase of
21.3% over $59.4 million (or $.46 per share) for the nine months ended July 31,
1996.  Before taking into account the non-recurring charges of $22.7 million,
net income was $86.5 million (or $.66 per share) for the nine months ended July
31, 1997, an increase of 45.6% over the nine months ended July 31, 1996.  

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents, primarily short-term investments in commercial
paper with maturities of less than 90 days, decreased $60.3 million and $78.8
million during the nine months ended July 31, 1997 and 1996, respectively. The
major elements of the 1997 decrease were net income before non-recurring
charges, depreciation and amortization of $130.9 million offset by the $64.0
million increase in working capital elements (reflecting growth in business),
acquisition payments of $33.7 million and property and equipment additions of
$88.6 million.  The higher level of property and equipment additions in 1997
reflects the continuation of certain major facilities and systems upgrades begun
in 1996.  The major elements of the 1996 decrease were net income before
depreciation and amortization of $82.4 million offset by the $56.4 million
increase in working capital elements (reflecting growth in business),
acquisition payments and long-term investments of $57.3 million and property and
equipment additions of $48.0 million.  See Note 4 to the Consolidated Financial
Statements included in this report for a discussion of acquisitions completed
during the nine months ended July 31, 1997.

     At July 31, 1997 and October 31, 1996, the Company had approximately $3.6
million and $9.2 million of debt outstanding, respectively.  All such debt
represents debt of companies acquired during 1996 and 1997.

     Management believes that current cash balances and cash generated from
operating activities will be adequate to fund working capital requirements,
capital expenditures 
                                          12
<PAGE>
(approximately $32.0 million committed at July 31, 1997) and possible
acquisitions or strategic alliances for 1997.   However, the Company may find it
necessary to seek additional sources of financing to support its capital needs,
for additional working capital, potential investments or acquisitions or
otherwise.

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

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements represent the Company's expectations or beliefs concerning future
events, including the following:  any statements regarding future sales and
gross profit percentages, any statements regarding the continuation of
historical trends, and any statements regarding the sufficiency of the Company's
cash balances and cash generated from operating and financing activities for the
Company's future liquidity and capital resource needs.  The Company cautions
that any forward-looking statements made by the Company in this Form 10-Q or in
other announcements made by the Company are further qualified by important
factors that could cause actual results to differ materially from those in the
forward-looking statements, including, without limitations, the factors set
forth on Exhibit 99 to the Company's Report on Form 10-K for the year ended
October 31, 1996.


                                          13
<PAGE>

                              PART II. OTHER INFORMATION
                                           
ITEM 1.   LEGAL PROCEEDINGS
          None.

ITEM 2.   CHANGES IN SECURITIES
          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.

ITEM 5.   OTHER INFORMATION
          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          a.   Exhibits

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

               4-b  Restated Articles of Incorporation of the Company, as 
                    amended to date. (Incorporated by reference to Exhibit 
                    4.1 to the Company's Registration Statement on Form S-3, 
                    dated April 15, 1997.)

               4-c  Restated Bylaws of the Company, as amended to date. 
                    (Incorporated by reference to Exhibit 4.2 to the 
                    Company's Registration Statement on Form S-3, dated April 
                    15, 1997.)

               4-d  Second Amended and Restated Rights Agreement, amended and 
                    restated as of November 28, 1995, between ADC 
                    Telecommunications, Inc. and Norwest Bank Minnesota, N.A. 
                    (amending and restating the Rights Agreement dated as of 
                    September 23, 1986, as amended and restated as of August 
                    16, 1989), which includes as Exhibit A thereto the form 
                    of Right Certificate. (Incorporated by reference to 
                    Exhibit 4 to the Company's Form 8-K dated December 11, 
                    1995.)

                                          14
<PAGE>

          27-a  Financial Data Schedule.

     b.   Reports on Form 8-K
          None.


                                          15
<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.


Dated: September 12, 1997     ADC TELECOMMUNICATIONS, INC.



                              By:    /s/  Robert E. Switz             
                                   --------------------------------
                                     Robert E. Switz
                                     Senior Vice President, Chief 
                                     Financial Officer
                                     (Principal Financial Officer,
                                     Duly Authorized Officer)


                                          16
<PAGE>
                             ADC TELECOMMUNICATIONS, INC.
                              EXHIBIT INDEX TO FORM 10-Q
                         FOR THE QUARTER ENDED JULY 31, 1997
                                           
Exhibit No.                   Description
-----------                   -----------

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

    4-b        Restated Articles of Incorporation of the Company, as amended to
               date. (Incorporated by reference to Exhibit 4.1 to the Company's
               Registration Statement on Form S-3, dated April 15, 1997.)

    4-c        Restated Bylaws of the Company, as amended to date. 
               (Incorporated by reference to Exhibit 4.2 to the Company's 
               Registration Statement on Form S-3, dated April 15, 1997.)

    4-d        Second Amended and Restated Rights Agreement, amended and
               restated as of November 28, 1995, between ADC Telecommunications,
               Inc. and Norwest Bank Minnesota, N.A. (amending and restating the
               Rights Agreement dated as of September 23, 1986, as amended and
               restated as of August 16, 1989), which includes as Exhibit A
               thereto the form of Right Certificate. (Incorporated by reference
               to Exhibit 4 to the Company's Form 8-K dated December 11, 1995.)
     
    27-a       Financial Data Schedule . . . . . . . . . . . . . . . . . . . 


                                          17