<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 April 30, 1998
                                         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 or
incorporation organization)                            Identification No.)

                   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:  134,406,963 shares as of June 8, 1998


<PAGE>

                           PART I. FINANCIAL INFORMATION
                            ITEM 1. FINANCIAL STATEMENTS

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

                                   (IN THOUSANDS)

                                       ASSETS
<TABLE>
<CAPTION>
                                                        APRIL 30,  OCTOBER 31,
                                                          1998        1997
                                                       ----------  -----------
<S>                                                    <C>         <C>
CURRENT ASSETS:
     Cash and cash equivalents                         $  101,771   $  109,794
     Accounts receivable                                  266,135      246,241
     Inventories                                          175,903      168,379
     Prepaid income taxes and other assets                 27,557       25,053
                                                       ----------   ----------
       Total current assets                               571,366      549,467

PROPERTY AND EQUIPMENT, net                               240,213      215,677

OTHER ASSETS, principally goodwill                        180,413      171,159
                                                       ----------   ----------

                                                       $  991,992   $  936,303
                                                       ----------   ----------
                                                       ----------   ----------
<CAPTION>
                       LIABILITIES AND STOCKHOLDERS' INVESTMENT
<S>                                                    <C>          <C>
CURRENT LIABILITIES:
     Current maturities of long-term debt              $      451   $      650
     Accounts payable                                      51,200       62,879
     Accrued liabilities                                  117,030      118,870
                                                       ----------   ----------
       Total current liabilities                          168,681      182,399


LONG-TERM DEBT, less current maturities                     2,930        3,109
                                                       ----------   ----------
       Total liabilities                                  171,611      185,508

STOCKHOLDERS' INVESTMENT
      (134,374 and 133,508 shares outstanding)            820,381      750,795
                                                       ----------   ----------

                                                       $  991,992   $  936,303
                                                       ----------   ----------
                                                       ----------   ----------
</TABLE>

             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 SIX MONTHS ENDED
                                                 APRIL 30,                    APRIL 30,
                                        -------------------------     -------------------------
                                           1998           1997           1998           1997
                                        ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>
NET SALES                               $  334,635     $  279,199     $  621,031     $  535,976

COST OF PRODUCT SOLD                       177,668        149,876        330,514        288,984
                                        ----------     ----------     ----------     ----------

GROSS PROFIT                               156,967        129,323        290,517        246,992
                                        ----------     ----------     ----------     ----------

        Gross profit percentage              46.9%          46.3%          46.8%          46.1%
                                        ----------     ----------     ----------     ----------

EXPENSES:
     Research and development               37,097         30,406         68,036         58,525
     Selling and administration             64,409         52,840        126,501        102,284
     Goodwill amortization                   2,968          2,351          5,506          4,873
     Non-recurring charges                      --             --             --         22,700
                                        ----------     ----------     ----------     ----------

        Total expenses                     104,474         85,597        200,043        188,382
                                        ----------     ----------     ----------     ----------

OPERATING INCOME                            52,493         43,726         90,474         58,610

OTHER INCOME (EXPENSE), NET:
        Interest                             1,115          1,795          2,559          3,581
        Other                                 (780)          (425)        (1,114)          (852)
                                        ----------     ----------     ----------     ----------

INCOME BEFORE INCOME TAXES                  52,828         45,096         91,919         61,339

PROVISION FOR INCOME TAXES                  18,489         16,235         32,172         22,083
                                        ----------     ----------     ----------     ----------

NET INCOME                              $   34,339     $   28,861     $   59,747     $   39,256
                                        ----------     ----------     ----------     ----------
                                        ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES OUTSTANDING
  (BASIC)                                  134,275        131,009        133,997        130,724
                                        ----------     ----------     ----------     ----------
                                        ----------     ----------     ----------     ----------

EARNINGS PER SHARE (BASIC)              $     0.26     $     0.22     $     0.45     $     0.30
                                        ----------     ----------     ----------     ----------
                                        ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES OUTSTANDING
  (DILUTED)                                136,283        133,827        136,367        133,778
                                        ----------     ----------     ----------     ----------
                                        ----------     ----------     ----------     ----------

EARNINGS PER SHARE (DILUTED)            $     0.25     $     0.22     $     0.44     $     0.29
                                        ----------     ----------     ----------     ----------
                                        ----------     ----------     ----------     ----------
</TABLE>

            See accompanying notes to consolidated financial statements.


                                          3
<PAGE>

                   ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                                   (IN THOUSANDS)
<TABLE>
<CAPTION>


                                                             FOR THE SIX MONTHS ENDED
                                                                      APRIL 30,
                                                             ------------------------
                                                               1998           1997
                                                             ---------      ---------
<S>                                                          <C>            <C>
OPERATING ACTIVITIES:
   Net income                                                $  59,747      $  39,256
   Adjustments to reconcile net income to net cash from
    operating activities -
      Non-recurring charges                                         --         22,700
      Depreciation and amortization                             26,430         23,226
      Reduction in deferred compensation                           278            552
      Decrease in deferred income taxes                           (873)        (1,956)
      Other                                                      1,536           (680)
      Changes in assets and liabilities
         Accounts receivable                                   (19,235)       (15,194)
         Inventories                                            (7,589)        (9,736)
         Prepaid income taxes and other assets                  (4,137)        (5,554)
         Accounts payable                                      (11,434)       (10,324)
         Accrued liabilities                                      (973)        (3,710)
                                                             ---------      ---------
            Total cash from operating activities                43,750         38,580
                                                             ---------      ---------

INVESTMENT ACTIVITIES:
   Acquisitions                                                (16,000)       (33,713)
   Property and equipment additions, net                       (46,702)       (47,905)
   Long-term investments                                           888         (3,728)
                                                             ---------      ---------
            Total cash used for investment activities          (61,814)       (85,346)
                                                             ---------      ---------

FINANCING ACTIVITIES:
   Decrease in long-term debt                                     (189)        (4,951)
   Common stock issued                                          10,494          3,860
                                                             ---------      ---------
            Total cash from (used for) financing activities     10,305         (1,091)
                                                             ---------      ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (264)          (990)
                                                             ---------      ---------

DECREASE IN CASH AND CASH EQUIVALENTS                           (8,023)       (48,847)

CASH AND CASH EQUIVALENTS, beginning of period                 109,794        183,221
                                                             ---------      ---------

CASH AND CASH EQUIVALENTS, end of period                     $ 101,771      $ 134,374
                                                             ---------      ---------
                                                             ---------      ---------
</TABLE>


            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>

                                                2ND            1ST            4TH            3RD
                                              QUARTER        QUARTER        QUARTER        QUARTER
                                                1998           1998           1997           1997
                                             ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
NET SALES                                    $  334,635     $  286,396     $  335,162     $  293,312

COST OF PRODUCT SOLD                            177,668        152,846        176,561        156,266
                                             ----------     ----------     ----------     ----------

GROSS PROFIT                                    156,967        133,550        158,601        137,046
                                             ----------     ----------     ----------     ----------

          Gross profit percentage                 46.9%          46.6%          47.3%          46.7%
                                             ----------     ----------     ----------     ----------

EXPENSES:
     Research and development                    37,097         30,938         34,774         29,339
     Selling and administration                  64,409         62,094         64,721         54,619
     Goodwill amortization                        2,968          2,538          2,597          2,543
                                             ----------     ----------     ----------     ----------
          Total expenses                        104,474         95,570        102,092         86,501
                                             ----------     ----------     ----------     ----------

OPERATING INCOME                                 52,493         37,980         56,509         50,545

OTHER INCOME(EXPENSE), NET:
          Interest                                1,115          1,444          1,824          1,571
          Other                                    (780)          (333)          (797)          (934)
                                             ----------     ----------     ----------     ----------

INCOME BEFORE INCOME TAXES                       52,828         39,091         57,536         51,182

PROVISION FOR INCOME TAXES                       18,489         13,682         20,712         18,425
                                             ----------     ----------     ----------     ----------

NET INCOME                                   $   34,339     $   25,409     $   36,824     $   32,757
                                             ----------     ----------     ----------     ----------
                                             ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES
OUTSTANDING (BASIC)                             134,275        133,719        133,405        131,820
                                             ----------     ----------     ----------     ----------
                                             ----------     ----------     ----------     ----------

EARNINGS PER SHARE (BASIC)                   $     0.26     $     0.19     $     0.28     $     0.25
                                             ----------     ----------     ----------     ----------
                                             ----------     ----------     ----------     ----------

AVERAGE COMMON SHARES
OUTSTANDING (DILUTED)                           136,283        136,914        136,358        134,843
                                             ----------     ----------     ----------     ----------
                                             ----------     ----------     ----------     ----------

EARNINGS PER SHARE (DILUTED)                 $     0.25     $     0.19     $     0.27     $     0.24
                                             ----------     ----------     ----------     ----------
                                             ----------     ----------     ----------     ----------
</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 interim 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 six months ended April
          30, 1998, 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 April 30, 1998, and October 31, 1997, consisted of (in
          thousands):

<TABLE>
<CAPTION>
                                               April 30,    October 31,
                                                 1998           1997
                                             -----------    -----------
               <S>                           <C>            <C>
               Purchased materials and
                   manufactured products     $   160,581    $   154,403
               Work-in-process                    15,322         13,976
                                             -----------    -----------
                                             $   175,903    $   168,379
                                             -----------    -----------
                                             -----------    -----------
</TABLE>

Note 3    NON-RECURRING CHARGES: The Company recorded a non-recurring charge of
          $22.7 million in 1997.  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 1998, the Company acquired
          substantially all of the assets and liabilities of W.E. Tech, Inc. for
          $16 million in cash.  W.E. Tech, Inc., located in Fort Lauderdale,
          Florida, is a provider of systems integration services.  The
          acquisition was accounted for as a purchase, and resulted in the
          recognition of goodwill of approximately $14.5 million.  The inclusion
          of W.E. Tech, Inc. operating results for periods prior to the
          acquisition would not have materially affected results of operations.


                                          6
<PAGE>

Note 5    EARNINGS PER SHARE:  Basic earnings per common share was calculated by
          dividing net income by the weighted average number of common shares
          outstanding during the period.  Diluted earnings per share was
          calculated by dividing net income by the sum of the weighted average
          number of common shares outstanding plus all additional common shares
          that would have been outstanding if potentially dilutive common shares
          had been issued.  The following table reconciles the number of shares
          utilized in the earnings per share calculations for the three and six
          month periods ended April 30, 1998 and 1997.

<TABLE>
<CAPTION>

                                                         Quarters Ended         Six months ended
                                                            April 30,              April 30,
                                                       -----------------------------------------
          (IN THOUSANDS EXCEPT EARNINGS PER SHARE)
                                                        1998        1997         1998      1997
                                                       ------      ------       ------    ------
          <S>                                         <C>         <C>          <C>       <C>
          Net income                                  $34,339     $28,861      $59,747   $39,256
          Earnings per common share (basic)             $0.26       $0.22        $0.45     $0.30
          Earnings per common share (diluted)           $0.25       $0.22        $0.44     $0.29
          Weighted average common shares
            outstanding (basic)                       134,275     131,009      133,997   130,724
          Effect of dilutive securities - stock
            options                                     2,008       2,818        2,370     3,054
          Weighted average common shares
            outstanding (diluted)                     136,283     133,827      136,367   133,778
</TABLE>

Note 6    STOCK REPURCHASE PROGRAM: In April 1998, the Company announced a stock
          repurchase program under which the Company may purchase up to 6.7
          million shares of common stock in open market transactions as market
          and business conditions warrant.  The Company may also utilize forward
          repurchase agreements, "equity collar" arrangements using call and put
          options, or other arrangements as part of this stock repurchase
          program.

          In connection with the stock repurchase program, the Company sold put
          options to an independent third party in April 1998 that entitles the
          holder of the options to sell 2 million shares of Common Stock to the
          Company at $29.43 per share.  Additionally, the Company purchased call
          options from the same party that entitle the Company to buy 2 million
          shares of its Common Stock at $31.30 per share.  The put options and
          call options expire on August 31, 1998.  The premiums received with
          respect to the put options equaled the premiums paid with respect to
          the call options.  The options will be settled with shares of Common
          Stock having a value equal to the difference between the exercise
          price and market value at the time of exercise.  These securities have
          no significant dilutive effect on net income per share for the periods
          presented.


                                          7
<PAGE>

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

OVERVIEW

          ADC Telecommunications, Inc. (the "Company" or "ADC") offers a broad
range of products and services that enable its customers to construct and
upgrade their telecommunications networks to support increasing user demand for
voice, data and video services.  Telephone companies, cable television
operators, wireless service providers and other public network service providers
are building the infrastructure required to offer high speed Internet access,
higher speed data, video and telephony services, entertainment and other
interactive services to residential and business customers.  Greater and greater
amounts of network bandwidth are required for these services, and the Company's
development efforts and product offerings are focused on "unlocking the capacity
of the local loop" by eliminating bottlenecks and increasing the speed and
efficiency of the network.  The local loop is the portion of the public network
from the local central office through the equipment that connects to the
subscriber's equipment on the customer premise and across the enterprise or
residential network.  The Company offers hardware, software, services and
integrated solutions within the following general functional product groups:
transmission, enterprise networking and broadband connectivity.  The Company's
transmission products are designed for use in copper-based, coaxial-based,
fiber-optic-based or wireless transmission networks and are sold primarily to
public network service providers worldwide.  The Company's enterprise networking
products are designed for use in copper-based, fiber-optic-based and wireless
networks and are sold primarily to providers of private voice, data and video
services around the world.  The Company's broadband connectivity products are
designed for use in copper-based, coaxial-based, fiber-optic-based or wireless
transmission networks and are sold to both public and private global service
providers.

     Historically, the Company's principal product offerings generally consisted
of copper-based and fiber-optic-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 related 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 hardware, software and
service offerings for broadband telecommunications applications.  The market for
broadband telecommunications hardware, software and services is evolving and
rapidly changing.  The Company's growth is dependent in part on its ability to
successfully develop and commercially introduce new products in each of its
product groups addressing this market and also dependent on the growth of the
market.  The growth in the market for such broadband telecommunications products
is dependent on a number of factors, including the amount of capital
expenditures by public network service providers, regulatory and legal
developments, changes to overall market capital expenditure rates (which could
result from the ongoing consolidation of customers in theses market as well as
the addition of new customer entrants to the market) and end-user demands for
integrated voice, data video and other network services.  There can be no
assurance


                                          8
<PAGE>

that the Company's new or enhanced products and services will meet with market
acceptance or be profitable.

     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 report may not be
indicative of results to be achieved in future periods.  The Company's expense
levels are based in part on management's expectations of future revenues.
Although management has and will continue to take measures to adjust expense
levels, if revenue levels in a particular period fluctuate, operating results
may 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.
In addition to seasonality, the Company's operating results for the quarter 
ended January 31, 1998 were adversely affected by unstable conditions in 
Asian markets as well as the spending patterns of certain telecommunications 
service providers as they reevaluated their equipment needs in light of 
industry consolidation.

YEAR 2000 MATTERS

     The Company is currently evaluating the potential impact of the situation
commonly referred to as the "Year 2000 Issue," which involves the inability of
certain software and systems to properly recognize and process date information
relating to the Year 2000.  In this regard, the Company has assigned a team to
evaluate the nature and extent of the work required to make its systems,
products and infrastructure Year 2000 compliant.  The Company's product
development processes currently contain steps to include Year 2000 compliance
verification for all current and future products.  ADC continues to evaluate the
estimated costs associated with its efforts to ensure that its existing systems,
products and infrastructure are Year 2000 compliant.  While these on-going
efforts will involve additional costs, ADC believes, based on available
information, that it is and will continue to effectively manage its total Year
2000 transition without any material adverse effect on its business, results of
operations or financial condition.


                                          9
<PAGE>

RESULTS OF OPERATIONS


     The percentage relationships to net sales of certain income and expense
items for the quarters and six months ended April 30, 1998 and 1997 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               Six Months Ended
                                                  April 30,                     April 30,           Quarters       Six Months
                                            ---------------------         ---------------------        Ended          Ended
                                             1998           1997           1998           1997       April 30,      April 30,
                                            ------         ------         ------         ------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>        <C>            <C>
NET SALES                                   100.0%         100.0%         100.0%         100.0%          19.9%          15.9%
COST OF PRODUCT SOLD                          53.1          (53.7)          53.2          (53.9)          18.5           14.4
                                            ------         ------         ------         ------     ----------     ----------
GROSS PROFIT                                  46.9           46.3           46.8           46.1           21.4           17.6
EXPENSES:
  Research and development                   (11.1)         (10.9)         (10.9)         (10.9)          22.0           16.3
  Selling and administration                 (19.2)         (18.9)         (20.4)         (19.1)          21.9           23.7
  Goodwill amortization                       (0.9)          (0.8)          (0.9)          (0.9)          26.2           13.0
  Non-recurring charges                          -              -              -           (4.3)             -              -
                                            ------         ------         ------         ------     ----------     ----------
OPERATING INCOME                              15.7           15.7           14.6           10.9           20.0           54.4
OTHER INCOME (EXPENSE), NET:
    Interest                                   0.3            0.7            0.4            0.7          (37.9)         (28.5)
    Other                                     (0.2)          (0.2)          (0.2)          (0.2)          83.5           30.8
                                            ------         ------         ------         ------     ----------     ----------
INCOME BEFORE INCOME TAXES                    15.8           16.2           14.8           11.4           17.1           49.9
PROVISION FOR INCOME TAXES                    (5.5)          (5.9)          (5.2)          (4.1)          13.9           45.7
                                            ------         ------         ------         ------     ----------     ----------
NET INCOME                                   10.3%          10.3%           9.6%           7.3%           19.0           52.2
                                            ------         ------         ------         ------     ----------     ----------
                                            ------         ------         ------         ------     ----------     ----------
</TABLE>

     NET SALES:  The following table sets forth the Company's net sales for the
quarters and six-month periods ended April 30, 1998 and 1997 for each of the
Company's functional product groups described above (dollars in thousands):

<TABLE>
<CAPTION>
                                 Quarters Ended April 30,                         Six Months Ended April 30,
                     ----------------------------------------------    ----------------------------------------------
                             1998                      1997                    1998                     1997
                     ---------------------    ---------------------    ---------------------    ---------------------
 Product Group       Net Sales       %        Net Sales       %        Net Sales       %        Net Sales       %
--------------       ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------
<S>                  <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
TRANSMISSION         $ 149,203       44.6%    $ 115,833       41.5%    $ 284,966       45.9%    $ 221,145       41.3%
ENTERPRISE
 NETWORKING             35,665        10.7       39,763        14.2       67,861        10.9       79,591        14.8
BROADBAND
 CONNECTIVITY          149,767        44.7      123,603        44.3      268,204        43.2      235,240        43.9
                     ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------

  TOTAL              $ 334,635      100.0%    $ 279,199      100.0%    $ 621,031      100.0%    $ 535,976      100.0%
                     ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------
                     ---------   ---------    ---------   ---------    ---------   ---------    ---------   ---------
</TABLE>

     Net sales for the three-month and six-month periods ended April 30, 1998
were $334.6 million and $621.0 million, reflecting 19.9% and 15.9% increases,
respectively, over the comparable 1997 time periods.  These increases in total
net sales are the result of  increases in net sales for the transmission and
broadband connectivity product groups plus revenue contributions from acquired
companies.  Revenue contributions from companies acquired since

                                          10
<PAGE>

May 1, 1997 totaled $9.0 million for the quarter ended April 30, 1998 and $15.6
million for the six months ended April 30, 1998.

     During the quarter and six months ended April 30, 1998, net sales of
transmission products increased 28.8% and 28.9%, respectively, over the
comparable 1997 time periods.  In addition to revenue contributions from
companies acquired since May 1, 1997, the increases predominantly reflect
increased sales of transmission systems sold to public telecommunications
network providers - cable TV, telephone and wireless systems, as well as systems
integration.

     Net sales of broadband connectivity products increased 21.2% and 14.0%
during the quarter and six months ended April 30, 1998, respectively, over the
comparable 1997 time periods.  The increase in sales for the quarter reflects
the resumption of telephone company spending that was deferred in the first
quarter of 1998 as a result of the consolidation of various telephone customers
during 1997.  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 and six months ended April 30, 1998, net sales of
enterprise networking products decreased 10.3% and 14.7%, respectively, over the
quarter and six months ended April 30, 1997.  The area is focused on upgrading
the functionality of its current products and building on the competitive
position of its industry-leading installed base of channel service units/data
service units and ATM access concentrators.

     GROSS PROFIT:  During the three-month periods ended April 30, 1998 and
1997, the gross profit percentages were 46.9% and 46.3%, respectively.  During
the six-month periods ended April 30, 1998 and 1997, the gross profit
percentages were 46.8% and 46.1%, respectively.  The increase in gross profit
percentage during the three-month and six-month periods ended April 30, 1998
were primarily the result of improved product mix and continued cost reductions.
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 April
30, 1998 and 1997 were $104.5 million and $85.6 million, representing 31.2% and
30.6% of net sales, respectively.  The increase in operating expenses as a
percentage of net sales during the three months ended April 30, 1998 reflects
increased investments in development, sales and service to support new product 
deployment and growth in international markets.

     Total operating expenses for the six months ended April 30, 1998 and 1997
were $200.0 million and $188.4 million, representing 32.2% and 35.1% of net
sales, respectively.  The decrease in operating expenses as a percentage of net
sales during the six months ended April 30, 1998 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


                                          11
<PAGE>

development resulting from the acquisition of the wireless infrastructure group
from Pacific Communication Sciences, Inc., 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 six months ended April
30, 1997 were $165.7 million, representing 30.9% of net sales.

     The dollar increases in operating expenses before non-recurring charges
during the three-month and six-month periods ended April 30, 1998 were due
primarily to expanded operations associated with higher revenue levels.

     Research and development expenses were $37.1 million for the quarter ended
April 30, 1998, an increase of 22.0% over $30.4 million for the quarter ended
April 30, 1997.  For the six months ended April 30, 1998, research and
development expenses were $68.0 million, an increase of 16.3% over $58.5 million
for the six months ended April 30, 1997.  These increases reflect substantial
product development and introduction 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 $64.4 million for the quarter
ended April 30, 1998, an increase of 21.9% over $52.8 million for the quarter
ended April 30, 1997.  For the six months ended April 30, 1998, selling and
administration expenses were $126.5 million, an increase of 23.7% over $102.3
million for the six months ended April 30, 1997.  These increases 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 15
years on a straight line basis resulted in goodwill amortization expense for the
quarter ended April 30, 1998 of $3.0 million, an increase of 26.2% over the $2.4
million recorded during the quarter ended April 30, 1997.  For the six months
ended April 30, 1998, goodwill amortization of $5.5 million represented an
increase of 13.0% over the $4.9 million recorded in the six months ended April
30, 1997.  These increases reflect acquisitions subsequent to April 30, 1997.

     OTHER INCOME (EXPENSE), NET:  For the three-month and six-month periods
ended April 30, 1998, net interest income was $1.1 million and $2.6 million,
respectively, representing net interest income on cash balances.  Net interest
income for the three-month and six-month periods ended April 30, 1997 was $1.8
million and $3.6 million, respectively, reflecting net interest


                                          12
<PAGE>

income on higher 1997 cash balances.  See "Liquidity and Capital Resources"
below for a discussion of cash levels.

     INCOME TAXES:  The Company's effective income tax rate was 35.0% for the
three-month and six-month periods ended April 30, 1998 and 36.0% for the three-
month and six-month periods ended April 30, 1997.  In addition to the non-
deductible goodwill amortization included in operating expenses each period,
these rates reflect the beneficial impact of tax credits.

     NET INCOME: Net income was $34.3 million (or $.26 per basic share) for the
quarter ended April 30, 1998, an increase of 19.0% over $28.9 million (or $.22
per share) for the quarter ended April 30, 1997.  Net income was $59.7 million
(or $.45 per basic share) for the six months ended April 31, 1998, an increase
of 52.2% over $39.3 million (or $.30 per basic share) for the six months ended
April 30, 1997.  Before taking into account the non-recurring charges of $22.7
million, net income was $53.8 million (or $.41 per share) for the six months
ended April 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents, primarily short-term investments in commercial
paper with maturities of less than 90 days, decreased $8.0 million and $48.8
million during the six months ended April 30, 1998 and 1997, respectively. The
major elements of the 1998 decrease were net income before depreciation and
amortization of $86.2 million offset by the $43.4 million net increase in
working capital elements (reflecting growth in business), property and equipment
additions of $46.7 million and acquisition payments of $16.0 million. The major
elements of the 1997 decrease were net income before non-recurring charges,
depreciation and amortization of $85.2 million, offset by the $44.5 million
increase in working capital elements (reflecting growth in business),
acquisition payments of $33.7 million and property and equipment additions of
$47.9 million.

     At April 30, 1998 and October 31, 1997, the Company had approximately $3.4
million and $3.8 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 
and planned capital expenditures for 1998 (approximately $23.4 million was 
committed for capital expenditures as of April 30, 1998).  However, the 
Company may seek additional sources of financing to support its capital 
needs, for additional working capital, potential investments or acquisitions,
or otherwise. As of the date of this Report on Form 10-Q, the Company is
negotiating with a financial institution to obtain a revolving credit facility
of up to $100 million.  The terms and conditions of such proposed credit 
facility have not been finalized and there can be no assurance that the 
proposed credit agreement will be consummated.


                                          13
<PAGE>

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, 1997.


                                          14
<PAGE>

                             PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

               The Company is involved in legal actions in the ordinary course
               of its business.  Although the outcomes of any such legal actions
               cannot be predicted, in the opinion of management there is no
               legal proceeding currently pending against or involving the
               Company for which the outcome is likely to have a material
               adverse effect upon the business, operating results and financial
               condition of the Company.

ITEM 2.   CHANGES IN SECURITIES

     (c)       In April, 1998, the Company (i) purchased "call" options that 
               entitle the Company to purchase 2,000,000 shares of its Common 
               Stock, par value $0.20 per share, at an exercise price of $31.30
               per share, and (ii) sold "put" options that entitle the holder 
               to sell 2,000,0000 shares of the Company's Common Stock at a 
               price of $29.43 per share, in a transaction that was not 
               registered under the Securities Act of 1933, as amended (the 
               "Securities Act").  The put options were sold to and the call 
               options were purchased from an independent investment bank as 
               part of a stock repurchase program that was approved by the 
               Company's Board of Directors during April, 1998. The purchase 
               price payable for the call options ($5.88 million) equaled the
               purchase price payable for the put options, and therefore, no
               cash was exchanged at the time the option agreements were
               executed.  The options will be settled with shares having a value
               equal to the difference between the option exercise price and the
               market value of the shares at the time of exercise.  The put 
               options were issued by the Company in a transaction exempt 
               pursuant to Section 4(2) of the Securities Act.  No underwriter 
               or placement agent was involved in the issuance of the options.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None.

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

ITEM 5.   OTHER INFORMATION
          None.


                                          15
<PAGE>

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 ADC
                    Telecommunications, Inc., as amended. (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 ADC Telecommunications, Inc., as amended.
                    (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.

          b.   Reports on Form 8-K

               Current Report on Form 8-K dated February 18, 1998 filed on
               February 19, 1998 in connection with the Company's press release
               dated February 18, 1998 announcing final results for the first
               fiscal quarter.


                                          16
<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:  June 11, 1998         ADC TELECOMMUNICATIONS, INC.


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


                                          17
<PAGE>

                            ADC TELECOMMUNICATIONS, INC.
                             EXHIBIT INDEX TO FORM 10-Q
                        FOR THE QUARTER ENDED APRIL 30, 1998

<TABLE>
<CAPTION>
     Exhibit No.    Description
     -----------    -----------
     <C>            <S>
        4-a         Form of certificate for shares of Common Stock of ADC
                    Telecommunications, Inc. (Incorporated by reference to
                    Exhibit 4-a to the Company's Form 10-Q for the quarter ended
                    January 31, 1996.)

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

        4-c         Restated Bylaws of ADC Telecommunications, Inc.,
                    as amended. (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 ....................................
</TABLE>

                                          18