<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, 1999

                                       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.)
 incorporation 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: 135,500,744 shares as of June 9, 1999


<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,
                                                            1999       1998
                                                       -----------   -----------
<S>                                                     <C>           <C>
                                     ASSETS
CURRENT ASSETS:
          Cash and cash equivalents                     $  124,708    $  287,700
          Accounts receivable                              336,761       365,989
          Inventories                                      215,759       175,763
          Prepaid income taxes and other assets             48,899        33,418
                                                        ----------    ----------
              Total current assets                         726,127       862,870

PROPERTY AND EQUIPMENT, net                                279,299       256,961

OTHER ASSETS, principally goodwill                         302,365       180,756
                                                        ----------    ----------

                                                        $1,307,791    $1,300,587
                                                        ----------    ----------
                                                        ----------    ----------


                     LIABILITIES AND SHAREOWNERS' INVESTMENT

CURRENT LIABILITIES:
          Accounts payable                              $   81,415    $   67,150
          Accrued liabilities                              164,167       115,559
          Note payable                                      70,000       200,000
          Current maturities of long-term debt                 361           735
                                                        ----------    ----------
              Total current liabilities                    315,943       383,444


LONG-TERM DEBT, less current maturities                      9,464         2,769
                                                        ----------    ----------
              Total liabilities                            325,407       386,213

SHAREOWNERS' INVESTMENT
          (135,350 and 134,897 shares
            outstanding, respectively)                     982,384       914,374
                                                        ----------    ----------

                                                        $1,307,791    $1,300,587
                                                        ----------    ----------
                                                        ----------    ----------
</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,
                                               -----------------------------             -----------------------------
                                                 1999                 1998                 1999                 1998
                                               --------             --------             --------             --------
<S>                                            <C>                  <C>                  <C>                  <C>
NET SALES                                      $420,129             $334,635             $787,334             $621,031
                                               --------             --------             --------             --------

COST OF PRODUCT SOLD                            218,545              177,668              410,916              330,514
                                               --------             --------             --------             --------

GROSS PROFIT                                    201,584              156,967              376,418              290,517
                                               --------             --------             --------             --------

            Gross profit percentage                48.0%                46.9%                47.8%                46.8%
                                               --------             --------             --------             --------

EXPENSES:
        Research and development                 40,193               37,097               79,180               68,036
        Selling and administration               87,163               64,409              164,890              126,501
        Goodwill amortization                     5,096                2,968                9,872                5,506
        Non-recurring charges                      --                   --                 60,327                 --
                                               --------             --------             --------             --------

            Total expenses                      132,452              104,474              314,269              200,043
                                               --------             --------             --------             --------

OPERATING INCOME                                 69,132               52,493               62,149               90,474

OTHER INCOME (EXPENSE), NET:
            Interest                               (426)               1,115               (1,264)               2,559
            Other                                  (704)                (780)              (1,582)              (1,114)
                                               --------             --------             --------             --------

INCOME BEFORE INCOME TAXES                       68,002               52,828               59,303               91,919

PROVISION FOR INCOME TAXES                       23,120               18,489               27,646               32,172
                                               --------             --------             --------             --------

NET INCOME                                      $44,882              $34,339              $31,657              $59,747
                                               --------             --------             --------             --------
                                               --------             --------             --------             --------

AVERAGE COMMON SHARES OUTSTANDING
     (BASIC)                                    135,173              134,275              135,190              133,997
                                               --------             --------             --------             --------
                                               --------             --------             --------             --------

EARNINGS PER SHARE (BASIC)                      $  0.33              $  0.26              $  0.23              $  0.45
                                               --------             --------             --------             --------
                                               --------             --------             --------             --------

AVERAGE COMMON SHARES OUTSTANDING
     (DILUTED)                                  139,042              136,283              138,373              136,367
                                               --------             --------             --------             --------
                                               --------             --------             --------             --------

EARNINGS PER SHARE (DILUTED)                    $  0.32              $  0.25              $  0.23              $  0.44
                                               --------             --------             --------             --------
                                               --------             --------             --------             --------

</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,
                                                                            -------------------------
                                                                               1999         1998
                                                                            -----------   -----------
<S>                                                                          <C>          <C>
OPERATING ACTIVITIES:
      Net income                                                             $  31,657    $  59,747
      Adjustments to reconcile net income to net cash from
         operating activities -
             Non-recurring charges                                              60,327         --
             Depreciation and amortization                                      43,521       26,430
             Reduction in deferred compensation                                    368          278
             Other                                                               3,474          663
             Changes in assets and liabilities
                      Accounts receivable                                       46,878      (19,235)
                      Inventories                                              (18,365)      (7,589)
                      Prepaid income taxes and other assets                     (3,623)      (4,137)
                      Accounts payable                                           6,954      (11,434)
                      Accrued liabilities                                       18,841         (973)
                                                                             ---------    ---------
                           Total cash from operating activities                190,032       43,750
                                                                             ---------    ---------

INVESTMENT ACTIVITIES:
      Acquisitions                                                            (192,422)     (16,000)
      Property and equipment additions, net                                    (46,588)     (46,702)
      Long-term investments                                                    (13,146)         888
                                                                             ---------    ---------
                           Total cash used for investment activities          (252,156)     (61,814)
                                                                             ---------    ---------

FINANCING ACTIVITIES:
      Decrease in debt                                                        (128,108)        (189)
      Common stock issued                                                       28,170       10,494
                                                                             ---------    ---------
                           Total cash from/(used for) financing activities     (99,938)      10,305
                                                                             ---------    ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                           (930)        (264)
                                                                             ---------    ---------

DECREASE IN CASH AND CASH EQUIVALENTS                                         (162,992)      (8,023)

CASH AND CASH EQUIVALENTS, beginning of period                                 287,700      109,794
                                                                             ---------    ---------

CASH AND CASH EQUIVALENTS, end of period                                     $ 124,708    $ 101,771
                                                                             ---------    ---------
                                                                             ---------    ---------

</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
                                         1999          1999          1998          1998
                                      ---------     ---------     ---------     ---------
<S>                                   <C>           <C>           <C>           <C>
NET SALES                             $ 420,129     $ 367,205     $ 396,151     $ 362,496

COST OF PRODUCT SOLD                    218,545       192,371       212,382       193,641
                                      ---------     ---------     ---------     ---------

GROSS PROFIT                            201,584       174,834       183,769       168,855
                                      ---------     ---------     ---------     ---------

           Gross profit percentage         48.0%         47.6%         46.4%         46.6%
                                      ---------     ---------     ---------     ---------

EXPENSES:
       Research and development          40,193        38,987        34,101        35,775
       Selling and administration        87,163        77,727        73,029        68,476
       Goodwill amortization              5,096         4,776         3,196         2,954
       Non-recurring charges               --          60,327          --            --
                                      ---------     ---------     ---------     ---------
           Total expenses               132,452       181,817       110,326       107,205
                                      ---------     ---------     ---------     ---------

OPERATING INCOME (LOSS)                  69,132        (6,983)       73,443        61,650

OTHER INCOME (EXPENSE), NET:
           Interest                        (426)         (838)        1,012         1,109
           Other                           (704)         (878)       (3,114)         (285)
                                      ---------     ---------     ---------     ---------

INCOME (LOSS) BEFORE INCOME TAXES        68,002        (8,699)       71,341        62,474

PROVISION FOR INCOME TAXES               23,120         4,526        24,968        21,867
                                      ---------     ---------     ---------     ---------

NET INCOME (LOSS)                     $  44,882     $ (13,225)    $  46,373     $  40,607
                                      ---------     ---------     ---------     ---------
                                      ---------     ---------     ---------     ---------

EARNINGS (LOSS) PER SHARE (BASIC)     $    0.33     $   (0.10)    $    0.34     $    0.30
                                      ---------     ---------     ---------     ---------
                                      ---------     ---------     ---------     ---------

EARNINGS (LOSS) PER SHARE (DILUTED)   $    0.32     $   (0.10)    $    0.34     $    0.30
                                      ---------     ---------     ---------     ---------
                                      ---------     ---------     ---------     ---------

AVERAGE COMMON SHARES
OUTSTANDING (BASIC)                     135,173       135,206       134,784       134,525
                                      ---------     ---------     ---------     ---------
                                      ---------     ---------     ---------     ---------

AVERAGE COMMON SHARES
OUTSTANDING (DILUTED)                   139,042       135,206       136,649       136,826
                                      ---------     ---------     ---------     ---------
                                      ---------     ---------     ---------     ---------

</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, 1999, are not necessarily indicative of the operating
          results to be expected for the full fiscal year. These statements
          should be read in conjunction with ADC'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, 1999, and October 31, 1998, consisted of (in
          thousands):

<TABLE>
<CAPTION>

                                           April 30,         October 31,
                                            1999                1998
                                       -------------       -------------
     <S>                                  <C>                 <C>
     Purchased materials and              $199,799            $156,006
         manufactured products
     Work-in-process                        15,960              19,757
                                          --------            --------
                                          $215,759            $175,763
                                          --------            --------
                                          --------            --------
</TABLE>


Note 3    NON-RECURRING CHARGES: The non-recurring charges of $60.3 million
          during the quarter ended January 31, 1999 represent restructuring
          charges of $30.0 million and the write-off of purchased in-process
          research and development charges of $30.3 million from acquisitions.

          In November 1998, ADC's management approved a restructuring plan,
          which included initiatives to integrate the software operations of the
          former Wireless Systems Group with the newly formed Integrated
          Solutions Group, consolidate unproductive and duplicative facilities,
          reposition certain products and dispose of product lines that no
          longer fit ADC's current focus and growth strategy. Total accrued
          restructuring costs of $30.0 million were charged to operations in the
          first quarter related to these initiatives. These restructuring
          charges included employee termination costs and other incremental
          costs incurred as a direct result of the restructuring plan. Payments
          during the second quarter have not had a material effect on cash
          flows. ADC expects the restructuring plan to be completed by fiscal
          year-end.



                                       6
<PAGE>


Note 4    COMPREHENSIVE INCOME: On November 1, 1998, the Company adopted
          Statement of Financial Accounting Standards No. 130, "Reporting of
          Comprehensive Income". The standard requires the display and reporting
          of comprehensive income, which includes all changes in shareowners'
          equity with the exception of additional investments by shareowners or
          distributions to shareowners. Comprehensive income for ADC includes
          net income and the effect of translations which is a charge or credit
          to the cumulative translation adjustments account within shareowners'
          equity. Comprehensive income for the periods ended April 30, 1999 and
          1998 is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                         Three Months Ended             Six Months Ended
                                              April 30,                    April 30,
                                       -----------------------      -----------------------
                                          1999           1998         1999           1998
<S>                                    <C>            <C>           <C>            <C>
Net income                             $ 44,882       $ 34,339      $ 31,657       $ 59,747
Changes in cumulative translation
    adjustments                          (2,252)         1,272          (858)        (1,983)
                                       --------       --------      --------       --------
Comprehensive income                   $ 42,630       $ 35,611      $ 30,799       $ 57,764
                                       --------       --------      --------       --------
                                       --------       --------      --------       --------
</TABLE>

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 periods ended
          April 30, 1999 and 1998.

<TABLE>
<CAPTION>

                                                 Three Months Ended           Six Months Ended
                                                     April 30,                 April 30,
                                              ----------------------      ----------------------
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
                                                1999           1998         1999          1998
                                              --------      --------      --------      --------
<S>                                           <C>           <C>           <C>           <C>
Net income                                    $ 44,882      $ 34,339      $ 31,657      $ 59,747
Earnings per common share (basic)             $   0.33      $   0.26      $   0.23      $   0.45
Earnings per common share (diluted)           $   0.32      $   0.25      $   0.23      $   0.44
Weighted average common shares
     outstanding (basic)                       135,173       134,275       135,190       133,997
Effect of dilutive securities - stock
     options                                     3,869         2,008         3,183         2,370
Weighted average common shares
     outstanding (diluted)                     139,042       136,283       138,373       136,367

</TABLE>



                                       7

<PAGE>

Note 6    In connection with its stock repurchase program, ADC had previously
          sold put options to independent third parties that entitled holders
          of the options to sell shares of ADC common stock to the Company.
          Additionally, ADC had purchased call options (which were subject to
          caps) from the same parties that entitled the Company to buy shares
          of its common stock. The terms of these arrangements (which ran
          until various dates through October 2000) allowed ADC to terminate
          the arrangements at the Company's option via net share settlement at
          valuations based on predetermined assumptions. During January and
          February 1999, ADC elected to settle the arrangements, and according
          to their terms ADC received a total of 1,037,622 shares of its common
          stock as the net share settlement of its position.





                                       8



<PAGE>

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

OVERVIEW

          ADC Telecommunications, Inc. ("ADC") offers a broad range of systems
and solutions that enable its customers to create and upgrade their
communications networks to support increasing user demand for voice,
Internet/data and video services. Telephone companies, cable TV operators,
wireless service providers and other communications service providers are
building the infrastructure required to offer high-speed Internet access, data,
video, telephony and other interactive multimedia services to residential and
business customers. Broader network bandwidths are required for these services,
and ADC'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 communications networks. The local loop is the last mile
of the communications network from the local service providers' offices through
the network equipment that connects to the end-user's residence or business.

          ADC offers hardware and software systems, and integrated solutions
within the following three product groups: Broadband Connectivity, Broadband
Transport and Access, and Integrated Solutions. Due to changes in the internal
reporting structure of certain product lines during the second quarter ADC has
reorganized into three product groups. Each of these groups is described below.

          BROADBAND CONNECTIVITY products are designed for use in twisted-pair,
coaxial, fiber-optic or wireless transmission networks and are sold to both
public and private global service providers. ADC's broadband connectivity
products provide the physical contact points for connecting different
telecommunications system components and gaining access to communications system
circuits for the purpose of installing, testing, monitoring, accessing,
managing, reconfiguring, splitting and multiplexing such circuits within the
local loop portion and central office of global public and private networks.
ADC's Broadband Connectivity products are sold to the Regional Bell Operating
Companies, other telephone companies, long distance carriers, other public
network providers (including cable TV operators and wireless service providers),
international network operators, private network providers and original
equipment manufacturers. Broadband Connectivity products include network
access/connection devices for twisted-pair and coaxial networks, network
access/connection devices for fiber-optic networks, modular fiber-optic cable
routing systems, outside plant cabinets and other enclosures, and wireless
infrastructure equipment. Broadband Connectivity products also include ADC's
family of CityWideTM wireless systems products, which consist of wideband
digital microcells and repeaters for extending cellular communication coverage,
both in buildings and outdoors.

          BROADBAND TRANSPORT AND ACCESS products enable incumbent local
exchange carriers (ILEC), competitive local exchange carriers (CLEC),
inter-exchange carriers (IXC), community antenna television (CATV) and wireless
service providers to transport and/or provide access to the services they sell
to their business and residential customers. These products are best categorized
as "Service Delivery Infrastructure", and the services being


                                       9
<PAGE>



delivered include voice, data (including Internet services), and video.
Generally, these products are aimed at upgrading a service provider's network to
broadband capabilities while also introducing new service delivery functionality
and cost effectiveness into the network.

          Broadband Transport and Access transport products operate in the
Interoffice and/or Loop Transport portion of the service provider's network
and include Soneplex(R), Cellworx(TM), Homeworx(TM), DV6000(TM) and
BroadAccess(TM). Soneplex delivers T1-based services over copper or fiber
facilities and approximately 25% of all T1 access circuits in North America
are currently delivered over Soneplex. Cellworx, which is a next-generation
OC-12/48 SONET/SDH transport element integrating ATM, SONET/SDH and xDSL
technologies, is a broad-based service delivery infrastructure product aimed
at reducing a carrier's capital and operating costs of delivering a full
range of high-speed and low-speed services over copper (HDSL, ADSL and
others) or fiber facilities. Homeworx utilizes Hybrid Fiber/Coax (HFC)
technology to deliver video-only, telephony-only, or integrated video,
telephony and data services over coax loop facilities (which are most
prominently owned by CATV operators). ADC also provides a family of analog
fiber-optic transmitter and node products that CATV operators use to upgrade
their networks for HFC readiness. DV6000 transmits a variety of signal types
using a high-speed, uncompressed digital format over fiber facilities, and is
used in the super trunking portions of the cable TV, broadcast and a range of
interactive video networks, including distance learning government and campus
networks. BroadAccess, acquired as part of ADC's 1998 acquisition of Teledata
Communications, Ltd. during the first quarter of Fiscal Year 1999, is a
family of compact and flexible Digital Loop Carrier systems which are
generally used to deliver voice and data services.

          Broadband Transport and Access products include both Customer Located
Devices (which are part of the carrier's network) as well as Customer Premise
Devices (which are owned by the carrier's business customer). These products can
work alone or in conjunction with one of ADC's transport systems or with other
vendors' transport systems. These devices include DSU/CSUs, T1/E1 multiplexers
and Integrated Access Devices (offering a wide variety of voice, data and video
interfaces), T3/E3 multiplexers and ATM access concentrators.

          Through its subsidiary Phasor Electronics, an Austrian-based
manufacturer of radio frequency amplifiers, ADC has an established international
customer base as well as the critical local engineering and support services
required to compete in the rapidly growing European market for cable TV
amplifiers. Phasor's customer base includes major European cable television
operators and original equipment manufacturers.

          INTEGRATED SOLUTIONS products consist of project management, technical
consulting and design, implementation, reliability, performance and training
services, and software systems, which support multi-division and multi-vendor
solutions. ADC provides services and software primarily to telephone operating
companies, cable TV operators, other common carriers and users of private
communications networks. ADC is a developer of intelligent network
communications software, including Signaling Systems 7 (SS7) technology,
wireless intelligent network products (such as short messaging servers) and
products compliant with the Communications Assistance to Law Enforcement Act
(CALEA). ADC designs and



                                       10
<PAGE>

sells communications network performance management software to wireline and
wireless service providers. Integrated Solutions also provides ADC
SoftXchange(TM) network management software and operations and business support
system services.

          Historically, ADC's principal product offerings generally consisted of
copper-based and fiber-optic-based products designed to address the needs of its
customers for transmission and connectivity on traditional telephony networks.
With the growth of multimedia applications and the related development of
enhanced voice, Internet/data and video services, ADC's more recent product
offerings and research and development efforts have increasingly focused on
emerging technologies and hardware, software and service offerings for broadband
communications applications. The market for broadband communications hardware
and software systems and integrated solutions is evolving and rapidly changing.
ADC'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 communications products is dependent on a number of
factors, including the amount of capital expenditures by communications service
providers, regulatory and legal developments, changes to capital expenditure
rates by communications service providers (which could result from the ongoing
consolidation of customers in the market as well as the addition of new customer
entrants to the market) and end-user demands for integrated voice,
Internet/data, video and other communications services. There can be no
assurance that ADC's new or enhanced products and services will meet with market
acceptance or be profitable.

          ADC's operating results may fluctuate significantly from quarter to
quarter due to several factors. ADC 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. ADC'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, ADC's results of operations are subject to
seasonal factors. ADC historically has experienced a stronger demand for its
products in the fourth fiscal quarter, primarily as a result of customer
budget cycles and ADC 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, it
is possible that some of ADC's customers may reduce their level of
expenditures for ADC's products, particularly software products, in the last
half of calendar year 1999 as a precautionary measure relating to the Year
2000 problem with computer systems generally.

YEAR 2000 MATTERS

          Many currently installed computer systems and software are coded to
accept only two-digit entries in the date code fields. These date code fields
will need to accept four-digit entries to distinguish 21st century dates from
20th century dates. This problem could result in system failures or
miscalculations causing disruptions of business operations (including, among
other things, a temporary inability to process transactions, send invoices or
engage in other similar business activities). As a result, many companies'
computer systems and software will need to



                                       11
<PAGE>


be upgraded or replaced in order to comply with Year 2000 requirements. The
potential global impact of the Year 2000 problem is not known, and, if not
corrected in a timely manner, could affect ADC and the U.S. and world economy
generally.

          ADC's project team (consisting of representatives from its
information technology, finance, business development, manufacturing, product
development, sales, marketing and legal departments) is addressing internal
and external Year 2000 issues. ADC's internal financial, manufacturing and
other computer systems have been reviewed to assess and minimize Year 2000
issues. ADC's assessment of internal systems includes its information
technology ("IT") as well as non-IT systems (which systems may contain
embedded technology in manufacturing or process control equipment containing
microprocessors or other similar circuitry). ADC's Year 2000 readiness
program includes the following phases: identifying systems that may be
modified or replaced; carrying out modifications to existing systems or
convert to new systems; and conducting validation testing of various systems
and applications to determine their readiness. ADC is currently finalizing
the second phase and is in the process of the third phase of this program for
its corporate-level IT systems and finishing the second and beginning the
third phase for other systems.

          ADC's product development processes currently contain steps to include
year 2000 readiness verification for all current and future products. Most of
ADC's existing products are currently Year 2000 ready, and ADC believes that all
of its active products will either be Year 2000 ready or have an upgrade path
identified on the ADC Year 2000 Internet web page prior to October 31, 1999.
Several obsolete or ADC discontinued products will not be upgraded and are so
listed on ADC's web page.

          The amount of work required to address Year 2000 issues is not
expected to be extensive. ADC has replaced certain of its financial and
operational systems in the last several years, and management believes that the
new equipment and software substantially address Year 2000 issues. Existing
hardware and software has been assessed and required modifications have been
identified and/or are in the process of being identified.

          ADC retained a consulting firm to assess ADC's corporate-level IT
system readiness for Year 2000. The firm concluded that more than 75% of these
hardware and software systems are Year 2000 ready. ADC has addressed the
remaining 25% and is assessing the other hardware and software used by ADC and
its business units for Year 2000 readiness. ADC estimates that it will complete
its Year 2000 readiness program for all of its significant internal systems by
October 31, 1999.

          ADC retained the same consulting firm to assess ADC's engineering
design systems readiness for Year 2000. The firm concluded that 80% of ADC's
engineering application software is or is in the process of becoming Year 2000
ready and 75% of the engineering hardware is or is in the process of becoming
Year 2000 ready. ADC has addressed the remaining hardware and software used by
ADC and its business units for Year 2000 readiness. ADC estimates that it will
complete its Year 2000 readiness program for all of its significant engineering
design systems by October 31, 1999.


                                       12
<PAGE>


          In addition, ADC is requesting assurances from its major suppliers
that they are addressing the Year 2000 issue and that products and services
purchased by ADC from such suppliers will function properly in the Year 2000.
Also, contacts are being made with ADC's major customers. These actions are
intended to help mitigate the possible external impact of the year 2000 problem.
However, it is impossible to fully assess the potential consequences in the
event that service interruptions from suppliers occur or in the event that there
are disruptions in such infrastructure areas as utilities, communications,
transportation, banking and government.

          The total estimated cost for resolving ADC's year 2000 issues is
approximately $3.5 million, of which approximately $2.2 million has been spent
through April 30, 1999. The total cost estimate includes the cost of replacing
systems in cases where ADC has accelerated plans to replace such systems that
are not Year 2000 ready. Estimates of year 2000 costs are based on numerous
assumptions, and there can be no assurance that the estimates are correct or
that actual costs will not be materially greater than anticipated.

          Based upon assessments to date, ADC believes it will not experience
any material disruption as a result of Year 2000 issues in internal
manufacturing processes, information processing, or interfacing with major
customers, or with processing orders and billing. However, if certain critical
third-party providers, such as those providers supplying electricity, water, or
telephone service, experience difficulties resulting in disruption of service to
ADC, a shutdown of certain of ADC's operations at individual facilities could
occur for the duration of the disruption.

          ADC has a number of preliminary contingency plans (in the event of
a Year 2000 disruption) for its headquarters and major business unit sites,
ranging from primary business systems, to manufacturing processes and
facilities, to customer support procedures. Year 2000 readiness and business
continuity plans will continue to be addressed by ADC's Year 2000 Program
Team for finalization by the end of June 1999. Assuming no major disruption
in service from utility companies or other critical third-party providers,
ADC believes that it will be able to manage its Year 2000 transition without
any material adverse effect on ADC's business, results of operations or
financial condition.

          The most reasonably likely worst-case scenario of failure by ADC or
its suppliers or customers to resolve Year 2000 issues could potentially be a
temporary slowdown or cessation of manufacturing operations at one or more of
ADC's facilities, and/or a temporary inability on the part of ADC to timely
process orders and to deliver finished products to customers. Delays in
meeting customers' orders could potentially affect the timing of billings to
and payments received from customers and could result in complaints, charges
or claims. Customers' year 2000 issues could delay the timing of customers'
payments to ADC, or result in a change in spending patterns by customers
which could affect orders and shipments of ADC's products during the
remainder of 1999.

                                       13
<PAGE>



EURO CONVERSION

          On January 1, 1999, several member countries of the European Union
established fixed conversion rates and adopted the Euro as their new common
legal currency. Beginning on such date, the Euro began trading on currency
exchanges while the legacy currencies remain legal tender in the
participating countries for a transition period between January 1, 1999 and
January 1, 2002. During the transition period, parties can elect to pay for
goods and services and transact business using either the Euro or a legacy
currency. Between January 1, 2002 and July 1, 2002 the participating
countries will introduce Euro hard currency and withdraw all legacy
currencies.

          The Euro conversion may affect cross-border competition by creating
cross-border price transparency. ADC is assessing its pricing and marketing
strategy in order to ensure that ADC remains competitive in a broader
European market. ADC is also modifying its information technology systems to
permit transactions to take place in both the legacy currencies and the Euro
and provide for the eventual elimination of the legacy currencies. In
addition, ADC is reviewing whether certain existing contracts will need to be
modified. ADC's currency risk and risk management for operations in
participating countries may be reduced as the legacy currencies are converted
to the Euro. ADC will continue to evaluate issues involving introduction of
the Euro. Based on current information and assessments, ADC does not expect
that the Euro conversion will have a material adverse effect on its business,
results of operations or financial condition.

RISK MANAGEMENT

          ADC is exposed to market risk from changes in foreign currency
exchange rates, which could adversely affect ADC's business, results of
operations and financial condition. To a limited extent, while ADC manages
its exposure to these market risks through the use of short-term foreign
currency forward contracts. ADC hedges accounts receivable in foreign
currencies and, to a limited extent, has hedged anticipated transactions with
vendors and customers to further manage risk of fluctuations in currency
exchange rates. While ADC manages exposure to foreign currency fluctuations
relating to customer transactions, a decline in value of currencies may
adversely affect future product sales because ADC's products may become more
expensive for customers to purchase in their local currency.

                                       14
<PAGE>


RESULTS OF OPERATIONS

         The percentage relationships to net sales of certain income and expense
items for the three and six months ended April 30, 1999 and 1998 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
                                 ---------------------------------------------------------   ----------------------------
                                      Three Months Ended           Six Months Ended          Three Months      Six Months
                                          April 30,                    April 30,                Ended          Ended
                                 ----------------------------  ---------------------------
                                     1999            1998          1999           1998         April 30,      April 30,
                                 ------------    ------------  ------------   ------------   ------------  --------------
<S>                                 <C>             <C>           <C>            <C>          <C>               <C>
NET SALES                           100.0%          100.0%        100.0%         100.0%       25.5%             26.8%
COST OF PRODUCT SOLD                (52.0)          (53.1)        (52.2)         (53.2)       23.0              24.3
                                    -----           -----         -----          -----        ----              ----
GROSS PROFIT                         48.0            46.9          47.8           46.8        28.4              29.6
EXPENSES:
    Research and development         (9.6)          (11.1)        (10.1)         (11.0)        8.3              16.4
   Selling and administration       (20.7)          (19.2)        (20.9)         (20.4)       35.3              30.3
   Goodwill amortization             (1.2)           (0.9)         (1.3)          (0.9)       71.7              79.3
   Non-recurring charges              --              --           (7.7)           --          --              100.0
                                    -----           -----         -----          -----        ----              ----
OPERATING INCOME                     16.5            15.7           7.8           14.5        31.7             (31.3)
OTHER INCOME (EXPENSE), NET:
    Interest                         (0.1)            0.3          (0.2)           0.4         NA                NA
    Other                            (0.2)           (0.2)         (0.2)          (0.2)       (9.7)             42.0
                                    -----           -----         -----          -----        ----              ----
INCOME BEFORE INCOME TAXES           16.2            15.8           7.4           14.7        28.7              47.0
PROVISION FOR INCOME TAXES           (5.5)           (5.5)         (3.5)          (5.2)       25.0             (14.1)
                                    -----           -----         -----          -----        ----              ----
NET INCOME                           10.7%           10.3%          3.9%           9.5%       30.7             (47.0)
                                    -----           -----         -----          -----        ----              ----
                                    -----           -----         -----          -----        ----              ----

</TABLE>

         NET SALES: The following table sets forth ADC's net sales for the
three and six-month periods ended April 30, 1999 and 1998 for each of ADC's
functional product groups described above (dollars in millions):

<TABLE>
<CAPTION>

                               Three Months Ended April 30,                         Six Months Ended April 30,
                       ---------------------------------------------     ----------------------------------------------
                              1999                     1998                      1999                     1998
                       --------------------   --------------------    ---------------------     --------------------
                         Net          %         Net           %          Net         %             Net         %
  Product Group         Sales                  Sales                    Sales                     Sales
-------------------   ---------   --------    --------    --------    --------   ----------     ---------  ---------
<S>                   <C>            <C>      <C>            <C>      <C>            <C>      <C>            <C>

BROADBAND
   CONNECTIVITY       $  216.2       51.5%    $  156.0       46.6%    $  391.3       49.7%    $  282.1       45.4%
BROADBAND
   TRANSPORT AND         153.4       36.5        137.6       41.1        293.1       37.2        261.3       42.1
   ACCESS
INTEGRATED
   SOLUTIONS              50.5       12.0         41.0       12.3        102.9       13.1         77.6       12.5
                      ---------   --------    --------    --------    --------   ----------     ---------  ---------

     TOTAL            $  420.1      100.0%    $  334.6      100.0%    $  787.3      100.0%    $  621.0      100.0%
                      ---------   --------    --------    --------    --------   ----------     ---------  ---------
                      ---------   --------    --------    --------    --------   ----------     ---------  ---------
</TABLE>

         Net sales for the three and six-month periods ended April 30,
1999 were $420.1 million and $787.3 million, reflecting 25.5% and 26.8%
increases, respectively, over the comparable 1998 time periods. These
increases reflected growth in all product groups. Revenue contributions from
acquired companies were $20.4 million and $46.3 million for the three and six
month periods ended April 30, 1999, respectively.

                                       15
<PAGE>


          During the quarter and six months ended April 30, 1999, net sales of
Broadband Connectivity products rose by 38.6% and 38.7%, respectively. This
growth reflects continued strong global demand for ADC's DSX products, optical
components, and fiber frames. Broadband Connectivity's sales have grown to
represent approximately half of ADC's net sales. ADC expects that future sales
of Broadband Connectivity products will continue to account for a substantial
portion of its net sales, although these products may decline as a percentage of
total revenues due to the ongoing evolution of technologies in the marketplace.

          During the quarter and six months ended April 30, 1999, net sales of
Broadband Transport and Access products rose by 11.5% and 12.2%, respectively.
The growth is primarily a result of the Teledata acquisition which was completed
during the first quarter of Fiscal Year 1999.

          During the quarter and six months ended April 30, 1999, Integrated
Solutions net sales increased 23.2% and 32.6%, respectively. This increase
continues to be generated by demand for both system integration services and
software products. This demand has been driven by telecommunication service
providers who are aggressively building and upgrading networks that offer
integrated voice, video and Internet/data services.

          GROSS PROFIT: During the quarters ended April 30, 1999 and 1998,
gross profit percentages were 48.0% and 46.9%, respectively. During the
six-month periods ended April 30, 1999 and 1998, gross profit percentages
were 47.8% and 46.8%, respectively. The increase in gross profit percentages
was primarily the result of increased sales volume and product mix within the
Broadband Connectivity Group. ADC 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, 1999 and 1998 were $132.5 million and $104.5 million, respectively,
representing 31.5% and 31.2% of net sales, respectively. Total operating
expenses for the six months ended April 30, 1999 and 1998 were $314.3 million
and $200.0 million, respectively, representing 39.9% and 32.2% of net sales,
respectively. Included in the six-month operating expenses in 1999 is a
non-recurring charge of $60.3 million from the three months ended January 31,
1999. This charge included the write-off of purchased in-process research and
development costs resulting from the acquisitions of Teledata Communications,
Hadax Electronics, and Phasor Electronics, along with costs for strategic
restructuring of the Wireless Systems Group product line. The increase in
absolute dollars was also driven by costs associated with acquired companies,
including goodwill amortization, and expanded operations necessary to support
higher business volume. ADC has maintained a constant operating expense to net
sales ratio, excluding the effects of a non-recurring charge and goodwill
amortization.

          Research and development expenses were $40.2 million for the quarter
ended April 30, 1999, an increase of 8.3% over $37.1 million for the quarter
ended April 30, 1998. For the six months ended April 30, 1999, research and
development expenses were $79.2 million, representing an increase of 16.4%
over $68.0 million for the six months ended April 30, 1998.


                                       16
<PAGE>


These increases reflect the activities from acquired companies plus substantial
product development and introduction efforts in all product groups. ADC believes
that, given the rapidly changing technology and competitive environment in the
telecommunications equipment industry, continued commitment to product
development efforts will be required for ADC to remain competitive. Accordingly,
ADC intends to continue to allocate substantial resources to product development
for each of the product groups. However, ADC 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 $87.2 million for the quarter
ended April 30, 1999, representing an increase of 35.3% over $64.4 million
for the quarter ended April 30, 1998. For the six months ended April 30, 1999,
selling and administration expenses were $164.9 million, an increase of 30.3%
over $126.5 million for the six months ended April 30, 1998. These increases
reflect selling activities of acquired companies, new product introductions and
additional personnel related to expanded operations.

          Several of ADC's acquisitions have been accounted for as purchase
transactions in which the initial purchase prices exceeded the fair value of
the acquired assets. As a result of ADC's acquisition activity, goodwill
amortization increased to $5.1 million in the quarter ended April 30, 1999
compared to $3.0 million in the quarter ended April 30, 1998. Goodwill
amortization for the six months ended April 30, 1999 has increased to $9.9
million from $5.5 million for the six months ended April 30, 1998.

          OTHER INCOME (EXPENSE), NET: For the three-month and six-month
periods ended April 30, 1999, net interest expense was $0.4 million and $1.3
million, respectively. Net interest income for the three-month and six-month
periods ended April 30, 1998 was $1.1 million and $2.6 million, respectively.
This change reflects the temporary use of debt to finance recent acquisitions.

          Other expense primarily represents the gain or loss on foreign
exchange transactions, the sale of fixed assets and ADC's share of net operating
results of its investments in other companies that are accounted for on an
equity basis.

          INCOME TAXES: The effective income tax rate for the six months ended
April 30, 1999 was significantly affected by non-tax deductible purchased
in-process research and development charges. These expenses are associated with
the acquisitions made during the first six months of the current fiscal year. In
addition, a higher marginal rate of 37% was applied to restructuring expenses.
Excluding the impact of purchased in-process research and development and the
higher rate used for restructuring charges, the effective income tax rate was
34% and 35% for the three-month and six-month periods ended April 30, 1999 and
1998, respectively. The rate reduction reflects the utilization of foreign tax
incentives and other strategies to minimize global income taxes.

          NET INCOME: Net income was $44.9 million (or $0.32 per diluted share)
for the quarter ended April 30, 1999, an increase of 30.7% over $34.3 million
(or $0.25 per diluted share) for


                                       17
<PAGE>



the quarter ended April 30, 1998. Net income was $31.7 million (or $0.23 per
diluted share) for the six months ended April 30, 1999, a decrease of 47.0% over
$59.7 million (or $0.44 per diluted share) for the six months ended April 30,
1998. Excluding a $47 million, net of tax, non-recurring charge recorded in the
first quarter of 1999, six-month net income would have been $79 million, or
$0.57 per diluted share. The non-recurring charge is discussed in Note 3 to the
Unaudited Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

          Cash and cash equivalents, primarily short-term investments in
commercial paper with maturities of less than 90 days, decreased $163.0
million and $8.0 million during the six-month periods ended April 30, 1999
and 1998, respectively. The major cause of the 1999 decrease was the use of
cash for the acquisition of Teledata. To prepare for the acquisition, ADC
borrowed $200.0 million late in fiscal 1998, resulting in a $287.7 million
temporary cash balance at year-end. During fiscal 1999, generating $190.0
million of cash from operations has allowed ADC to reduce its note payable
from $200.0 million to $70.0 million. Compared to fiscal 1998, ADC is
generating substantially greater cash from operations in fiscal 1999 as a
result of improved profitability and better collections of accounts
receivable. The major elements of the fiscal 1998 cash flows were cash
provided by operations of $43.8 million offset by cash used in an acquisition
and the purchase of property and equipment ($46.7 million).

          ADC believes that current cash on hand, cash generated from operating
activities, and available credit facilities will be adequate to fund its working
capital requirements and planned capital expenditures for the duration of the
fiscal year. However, ADC 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.

          At April 30, 1999, ADC has a $340 million five-year credit facility
which is available for general corporate purposes, of which $70 million was
outstanding at April 30, 1999 at an interest rate equal to the commercial
paper interest rate plus 25 basis points.

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 ADC'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 ADC's cash
balances and cash generated from operating and financing activities for ADC's
future liquidity and capital resource needs. ADC cautions that any
forward-looking statements made by ADC in this Form 10-Q or in other
announcements made by ADC are further qualified by important factors that could
cause actual


                                       18
<PAGE>


results to differ materially from those in the forward-looking statements,
including, without limitations, the factors set forth on Exhibit 99 to this Form
10-Q.


                                       19
<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
                          On May 26, 1999, ADC announced the signing of a
              definitive agreement to acquire the assets of Spectracom, Inc., a
              developer of high-powered pump laser chips and modules for use in
              fiber-optic networks. The acquisition is expected to provide ADC
              with further depth in the burgeoning optics market and position
              ADC to be a major supplier of both passive and active optical
              components and modules to telecommunications original equipment
              manufacturers (OEMs). The transaction is valued at up to $105
              million, with $60 million paid in cash at closing and an
              additional amount of up to $45 million to become payable if
              certain technology developments are accomplished. The
              Spectracom acquisition closed on June 10, 1999.


                                       20
<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.)

                  99-a     Cautionary Statement Regarding Forward-Looking
                           Statements

                  27-a     Financial Data Schedule.

              b.  Reports on Form 8-K

                  None





                                       21
<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, 1999                 ADC TELECOMMUNICATIONS, INC.



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


                                       22
<PAGE>

                          ADC TELECOMMUNICATIONS, INC.
                           EXHIBIT INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 30, 1999


      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 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.)

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

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


                                       23