##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2003



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



For the transition period from
 to



Commission File No. 000-26485



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Paradyne Networks, Inc.

(Exact name of registrant as specified in its
charter)



|Delaware                                                       |  | 75-2658219                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



8545 126th Avenue
North

Largo, Florida 33773

(Address of principal executive offices, zip code)



(727) 530-2000

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).  Yes ̈No  x



The number of shares of the registrants common stock outstanding at
August 11, 2003, the latest practicable date, was 43,350,532.



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##### Table of Contents

INDEX





|PART I FINANCIAL INFORMATION |  |                                                                                                                             
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|                             |  |                                                                                                                             
|Item 1.                      |  | Financial Statements                                                                                                        
|                             |  |                                                                                                                             
|                             |  | Condensed Unaudited Consolidated Balance Sheets at June 30, 2003 and December 31, 2002                                      
|                             |  |                                                                                                                             
|                             |  | Condensed Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2003 and June 30, 2002
|                             |  |                                                                                                                             
|                             |  | Condensed Unaudited Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2003 and June 30, 2002
|                             |  |                                                                                                                             
|                             |  | Notes to Condensed Unaudited Consolidated Financial Statements                                                              
|                             |  |                                                                                                                             
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                       
|                             |  |                                                                                                                             
|Item 3.                      |  | Quantitative and Qualitative Disclosures about Market Risk                                                                  
|                             |  |                                                                                                                             
|Item 4.                      |  | Controls and Procedures                                                                                                     
|                             | 
|PART II OTHER INFORMATION    |  |                                                                                                                             
|                             |  |                                                                                                                             
|Item 1.                      |  | Legal Proceedings                                                                                                           
|                             |  |                                                                                                                             
|Item 4.                      |  | Submission Of Matters To A Vote Of Security Holders                                                                         
|                             |  |                                                                                                                             
|Item 5.                      |  | Other Information                                                                                                           
|                             |  |                                                                                                                             
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                                            
|                             | 
|Signatures                   |  | 20                                                                                                                          
|                             | 
|Certifications               |  |                                                                                                                             



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



PARADYNE NETWORKS, INC.

CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)



|                                                                                                                                                                             |  | JUNE 30,2003 |         |   | DECEMBER 31,2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | -
|ASSETS                                                                                                                                                                       |  |              |         |   |                  |  
|Current assets:                                                                                                                                                              |  |              |         |   |                  |  
|Cash and cash equivalents                                                                                                                                                    |  | $            | 44,538  |   |                  | $
|Accounts receivable less allowance for doubtful accounts of $1,864 and $2,227 at June 30, 2003 and December 31, 2002,
respectively                                           |  |              | 8,493   |   |                  |  
|Inventories                                                                                                                                                                  |  |              | 16,952  |   |                  |  
|Prepaid expenses and other current assets                                                                                                                                    |  |              | 1,318   |   |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total current assets                                                                                                                                                         |  |              | 71,301  |   |                  |  
|                                                                                                                                                                             |  |             
|Property, plant and equipment, net                                                                                                                                           |  |              | 7,884   |   |                  |  
|Intangible assets, net                                                                                                                                                       |  |              | 5,480   |   |                  |  
|Other assets                                                                                                                                                                 |  |              | 344     |   |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total assets                                                                                                                                                                 |  | $            | 85,009  |   |                  | $
|                                                                                                                                                                             |  |              |         |   |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |              |         |   |                  |  
|Current liabilities:                                                                                                                                                         |  |              |         |   |                  |  
|Accounts payable                                                                                                                                                             |  | $            | 4,366   |   |                  | $
|Debt                                                                                                                                                                         |  |              | 130     |   |                  |  
|Payroll and benefit related liabilities                                                                                                                                      |  |              | 2,463   |   |                  |  
|Other current liabilities                                                                                                                                                    |  |              | 7,494   |   |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total current liabilities                                                                                                                                                    |  |              | 14,453  |   |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total liabilities                                                                                                                                                            |  | $            | 14,453  |   |                  | $
|                                                                                                                                                                             |  |              |         |   |                  |  
|Stockholders equity:                                                                                                                                                        |  |              |         |   |                  |  
|Preferred stock, par value $.001; 5,000,000 shares authorized, none issued or outstanding                                                                                    |  |              |        |   |                  |  
|Common stock, par value $.001; 80,000,000 shares authorized, 43,265,838 and 42,862,443 shares issued and outstanding as of June
30, 2003 and December 31, 2002, respectively |  |              | 43      |   |                  |  
|Additional paid-in capital                                                                                                                                                   |  |              | 139,974 |   |                  |  
|Accumulated deficit                                                                                                                                                          |  |              | (68,960 | ) |                  |  
|Notes receivable for common stock                                                                                                                                            |  |              | (106    | ) |                  |  
|Other equity adjustments                                                                                                                                                     |  |              | (395    | ) |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total stockholders equity                                                                                                                                                   |  |              | 70,556  |   |                  |  
|                                                                                                                                                                             |  |              |         |   |                  |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $            | 85,009  |   |                  | $
|                                                                                                                                                                             |  |              |         |   |                  |  



See accompanying Notes
to Condensed Unaudited Consolidated Financial Statements



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PARADYNE NETWORKS, INC.

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)



|                                                                                     |  | THREE MONTHSENDED JUNE 30, |        |   | SIX MONTHSENDED JUNE 30, |  
|------------------------------------------------------------------------------------ |  | -------------------------- | ------ | - | ------------------------ | -
|                                                                                     |  | 2003                       |        |   | 2002                     |  
|Revenues:                                                                            |  |                            |        |   |                          |  
|Sales                                                                                |  | $                          | 16,966 |   |                          | $
|Services                                                                             |  |                            | 1,749  |   |                          |  
|Royalties                                                                            |  |                            | 800    |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Total revenues                                                                       |  |                            | 19,515 |   |                          |  
|Total cost of sales                                                                  |  |                            | 10,163 |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Gross margin                                                                         |  |                            | 9,352  |   |                          |  
|                                                                                     |  |                            |        |  
|Operating expenses:                                                                  |  |                            |        |   |                          |  
|Research and development (includes $2,830 of purchased in-process R&D in March 2002) |  |                            | 5,597  |   |                          |  
|Selling, general & administrative                                                    |  |                            | 6,695  |   |                          |  
|Amortization of intangible assets and deferred stock compensation                    |  |                            | 374    |   |                          |  
|Business restructuring charges                                                       |  |                            | 1,742  |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Total operating expenses                                                             |  | $                          | 14,408 |   |                          | $
|                                                                                     |  |                            |        |   |                          |  
|Operating loss                                                                       |  |                            | (5,056 | ) |                          |  
|Other (income) expenses:                                                             |  |                            |        |   |                          |  
|Interest, net                                                                        |  |                            | (162   | ) |                          |  
|Other, net                                                                           |  |                            | 48     |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Loss before provision for income taxes                                               |  |                            | (4,942 | ) |                          |  
|Benefit for income taxes                                                             |  |                            |       |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Net income (loss)                                                                    |  | $                          | (4,942 | ) |                          | $
|                                                                                     |  |                            |        |   |                          |  
|Weighted average number of common shares outstanding                                 |  |                            |        |   |                          |  
|Basic                                                                                |  |                            | 43,121 |   |                          |  
|Diluted                                                                              |  |                            | 43,121 |   |                          |  
|Earnings (loss) per common share                                                     |  |                            |        |   |                          |  
|Basic                                                                                |  | $                          | (0.11  | ) |                          | $
|Diluted                                                                              |  |                            | (0.11  | ) |                          |  
|Consolidated Statements of Comprehensive Income (Loss)                               |  |                            |        |   |                          |  
|Net income (loss)                                                                    |  |                            | (4,942 | ) |                          |  
|Translation adjustments                                                              |  |                            | 162    |   |                          |  
|                                                                                     |  |                            |        |   |                          |  
|Comprehensive income (loss)                                                          |  | $                          | (4,780 | ) |                          | $
|                                                                                     |  |                            |        |   |                          |  



See accompanying Notes
to Condensed Unaudited Consolidated Financial Statements



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PARADYNE NETWORKS, INC.

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)



|                                                                                      |  | SIX MONTHS ENDEDJUNE 30, |       
|------------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                      |  | 2003                     |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                 |  |                          |       
|Net income (loss)                                                                     |  | $                        | (8,430
|Adjustments to reconcile net loss to cash provided by (used in) operating activities: |  |                          |       
|Income from reversal of inventory write-down                                          |  |                          | (1,494
|Loss on sale of assets                                                                |  |                          |      
|Decrease in allowance for bad debts                                                   |  |                          | (363  
|Depreciation and amortization                                                         |  |                          | 3,721 
|Purchased in-process research and development                                         |  |                          |      
|Decrease in assets, net of effects of acquisition:                                    |  |                          |       
|Receivables                                                                           |  |                          | 4,947 
|Restricted cash committed for inventory purchases                                     |  |                          |      
|Inventories                                                                           |  |                          | 1,203 
|Other assets                                                                          |  |                          | 1,662 
|Decrease in liabilities, net of effects of acquisition:                               |  |                          |       
|Accounts payable                                                                      |  |                          | (1,967
|Payroll and related liabilities                                                       |  |                          | (982  
|Other current liabilities                                                             |  |                          | (1,593
|                                                                                      |  |                          |       
|Net cash (used in) provided by operating activities                                   |  | $                        | (3,296
|                                                                                      |  |                          |       
|CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:                                |  |                          |       
|Cash used to acquire net assets in business acquisitions                              |  |                          |      
|Cash acquired in business acquisition, net of transaction costs                       |  |                          |      
|Capital expenditures                                                                  |  |                          | (413  
|Proceeds from sale of property, plant and equipment                                   |  |                          |      
|                                                                                      |  |                          |       
|Net cash provided by (used) in investing activities                                   |  | $                        | (413  
|                                                                                      |  |                          |       
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                                |  |                          |       
|Proceeds from stock transactions                                                      |  |                          | 502   
|Repayments under other debt                                                           |  |                          | (266  
|                                                                                      |  |                          |       
|Net cash provided by financing activities                                             |  |                          | 236   
|                                                                                      |  |                          |       
|Effect of foreign exchange rate changes on cash                                       |  |                          | 305   
|                                                                                      |  |                          |       
|Net increase (decrease) in cash and cash equivalents                                  |  |                          | (3,168
|Cash and cash equivalents at beginning of period                                      |  |                          | 47,706
|                                                                                      |  |                          |       
|Cash and cash equivalents at end of period                                            |  | $                        | 44,538
|                                                                                      |  |                          |       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                     |  |                          |       
|NON-CASH TRANSACTIONS                                                                 |  |                          |       
|Stock issued for notes                                                                |  | $                        |      
|                                                                                      |  |                          |       
|Recoverable taxes related to stock option exercises                                   |  | $                        |      
|                                                                                      |  |                          |       



See accompanying Notes
to Condensed Unaudited Consolidated Financial Statements



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Paradyne Networks, Inc.



Notes to Condensed Unaudited Consolidated Financial Statements (in thousands, except per share data)



1. Business and Basis of Presentation:



Paradyne Networks, Inc. (the Company) designs, manufactures, and markets data communications and networking products for network service
providers and business customers. The Companys products enable business customers to efficiently access wide area network services and allow network service providers to provide customers with high-speed services for data, voice, video and
multimedia applications.



The accompanying condensed unaudited
consolidated financial statements include the results of the Company and its wholly-owned subsidiaries: Paradyne Corporation; Paradyne Canada Ltd.; Paradyne International Ltd.; Paradyne Worldwide Corp.; Ark Electronic Products, Inc.; Paradyne
Finance Corporation; Paradyne International Sales Ltd.; Paradyne Services, LLC and Elastic Networks Inc. Elastic Networks results for the first quarter of 2002 have been included in these financial statements from the date of acquisition
(March 5, 2002) through June 30, 2002. Intercompany accounts and transactions have been eliminated in consolidation.



The accompanying condensed unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. However, in the opinion of management, such statements reflect all adjustments, consisting of only normal, recurring adjustments, necessary for a fair presentation of interim period results. These financial statements
should be read in conjunction with the December 31, 2002 audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K/A as filed with the Securities and Exchange Commission on March 24, 2003.



The results of operations for the interim periods are not necessarily
indicative of results to be expected for the entire year or for other future interim periods.



Stock Options



The
Company applies APB Opinion No. 25 and related interpretations for accounting for stock options. Accordingly, no compensation costs at the grant dates are recorded for options granted at fair market value. Had compensation cost for the
Companys option plans been determined based on the fair value at the grant dates as prescribed by SFAS No. 123, Accounting for Stock Based Compensation, the Companys net income and net income per share on a pro forma basis
would have been:



|                                                                                                                                            |  | THREE MONTHSENDED JUNE 30, |        |   | SIX MONTHSENDED JUNE 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | -
|                                                                                                                                            |  | 2003                       |        |   | 2002                     |  
|Net Income (loss), as reported                                                                                                              |  | $                          | (4,942 | ) |                          | $
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |                            | (2,583 | ) |                          |  
|                                                                                                                                            |  |                            |        |   |                          |  
|Pro forma net income (loss)                                                                                                                 |  | $                          | (7,525 | ) |                          | $
|                                                                                                                                            |  |                            |        |   |                          |  
|Earnings per share basic as reported                                                                                                        |  | $                          | (0.11  | ) |                          | $
|                                                                                                                                            |  |                            |        |   |                          |  
|Earnings per share diluted as reported                                                                                                      |  | $                          | (0.11  | ) |                          | $
|                                                                                                                                            |  |                            |        |   |                          |  
|Earnings per share basic and diluted pro forma                                                                                              |  | $                          | (0.17  | ) |                          | $
|                                                                                                                                            |  |                            |        |   |                          |  



Product Warranty



The Company generally provides a return to factory
warranty for a period of one year (two years for years prior to 2001) from the date of sale. A current charge to income is recorded at the time of sale to reflect the amount the Company estimates will be needed to cover future warranty obligations
for products sold during the year. The accrued liability for warranty costs is



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included in the caption other current liabilities in the accompanying consolidated balance sheets. The estimate of such costs is based upon
historical and anticipated requirements. The following table summarizes the activity for the product warranty reserve for the six months ended June 30, 2003:



|Beginning balance at January 1, 2003                            |  | $ | 1,416 |  
|--------------------------------------------------------------- |  | - | ----- | -
|                                                                | 
|Product warranty expenses incurred (in cash or in kind) in 2003 |  |   | (317  | )
|Adjustment for changes in estimates                             |  |   | 282   |  
|                                                                |  |   |       |  
|Ending balance at June 30, 2003                                 |  | $ | 1,381 |  
|                                                                |  |   |       |  



Liquidity



The Company has incurred losses from operations in each
of the two years presented in these consolidated financial statements due to the continuing slowdown in the telecommunications environment. At June 30, 2003, management believes that available cash and cash equivalents together with future cash flow
from operations will be sufficient to meet the Companys obligations as they become due for the next twelve months..



Reclassifications



Certain prior year amounts have been reclassified for comparative purposes. These reclassifications had no effect on net income (loss) or
stockholders equity.



2. Recently Issued Financial Accounting
Standards:



In June 2002, the Financial Accounting
Standards Board (the FASB) voted in favor of issuing FASB Statement No. 146, Accounting for Exit or Disposal Activities. SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs
that are associated with exit and disposal activities, including restructuring activities that are currently accounted for pursuant to the guidance that the Emerging Issues Task Force has set forth in EITF Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The scope of SFAS No. 146 also includes (1) costs related to terminating a contract that is not a capital
lease and (2) termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 was
effective January 1, 2003 and was adopted by the Company on that date. In June 2003, the Company had a business restructuring that was solely comprised of involuntary terminations, as there were no disposal or exit activities associated with the
restructure. This event resulted in a charge to operations of $1,700 for severance payments and was accounted for under the terms of SFAS No. 146.



In November 2002, the FASB issued FASB Interpretation 45, Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others. This interpretation clarifies the requirements of SFAS 5, Accounting for Contingencies, relating to guarantors accounting for, and disclosure of, the issuance of certain types of
guarantees. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with a separately identified premium and guarantees issued without a separately identified
premium. The interpretations provisions for initial recognition and measurement are required on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of
both interim and annual periods that ended after December 15, 2002. The Company has adopted the provisions of this interpretation and they did not have a material impact on its financial position, results of operations, or cash flows.



In November 2002, the FASB reached a consensus on EITF Issue 00-21,
Accounting for Revenue Arrangements with Multiple Deliverables (the Issue). The guidance in this Issue is effective for revenue arrangements entered into for fiscal years beginning after June 15, 2003. The Issue addresses
certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. Specifically, the Issue addresses how to determine whether an arrangement involving multiple deliverables contains
more than one earnings process and, if it does, how to divide the arrangement into separate units of accounting consistent with the identified earnings processes for revenue recognition purposes. The Issue also addresses how arrangement
consideration should be measured and allocated to the separate units of accounting in the arrangement. The Company is currently reviewing the impact that EITF 00-21 will have on its future results of operations but upon its initial review does not
believe the Issue will have a significant impact on its accounting for multiple element arrangements.



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In December 2002, the FASB issued SFAS 148, Accounting for Stock Based Compensation-Transition and
Disclosure- an Amendment to SFAS 123. SFAS 148 provides two additional transition methods for entities that adopt the SFAS 123 fair value method of accounting for stock based compensation to employees as opposed to the disclosure only adoption
of SFAS 123 made by the Company upon its adoption of that standard. Further, the statement requires disclosure of comparable information for all companies regardless of whether, when, or how an entity adopts the SFAS 123 fair value based method of
accounting. These disclosures are now required for interim periods in addition to the traditional annual disclosure. The amendments to SFAS 123, which provides for additional methods, are effective for periods beginning after December 15, 2002,
although earlier application is permitted. The amendments to the disclosure requirements are required for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002. The Company adopted the
additional disclosure requirements, and they did not have a significant impact on the results of our operations, financial position or cash flows.



In January 2003, the FASB issued FASB Interpretation 46, Consolidation of Variable Interest Entities. This interpretation of Accounting
Research Bulletin 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities which possess certain characteristics. The interpretation requires that if a business enterprise has a
controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity must be included in the consolidated financial statements with those of the business enterprise.
This interpretation applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. The Company does not believe it has ownership in any
variable interest entities as of June 30, 2003. The Company will apply the consolidation requirement of the interpretation in future periods if it should own any interest deemed to be a variable interest entity.



In April 2003, the Financial Accounting Standards Board issued FAS No.149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies the financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 provides increased guidance for reporting of contracts as either
derivatives or hybrid instruments. FAS No. 149 is effective prospectively for contracts entered into or modified after June 30, 2003. This Statement is not expected to materially impact the Companys consolidated financial statements.



In May 2003, the FASB issued FAS No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity, which requires that an issuer classify certain financial instruments as a liability or an asset. Previously, many financial instruments with characteristics of
both liabilities and equity were classified as equity. Financial instruments subject to FAS 150 include financial instruments with any of the following features:



| |  | An unconditional redemption obligation at a specified or determinable date, or upon an event that is certain to occur;
|- |  | ----------------------------------------------------------------------------------------------------------------------



| |  | An obligation to repurchase shares, or indexed to such an obligation, and may require physical share or net cash settlement;
|- |  | ----------------------------------------------------------------------------------------------------------------------------



| |  | An unconditional, or for new issuances conditional, obligation that may be settled by issuing a variable number of equity shares if either (a) a fixed monetary amount is known at
inception, (b) the variability is indexed to something other than the fair value of the issuers equity shares, or (c) the variability moves inversely to changes in the fair value of the issuers shares.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The standard requires that all such instruments be classified as a liability,
or an asset in certain circumstances, and initially measured at fair value. Forward contracts that require a fixed physical share settlement and mandatorily redeemable financial instruments must be subsequently remeasured at fair value on each
reporting date. This standard is effective for all financial instruments entered into or modified after May 31, 2003, and for all other financial instruments, at the beginning of the first interim period beginning after June 15, 2003. This Statement
is not expected to materially impact the Companys consolidated financial statements.



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3. Inventories:



Inventories at June 30, 2003 and December 31, 2002 are summarized as follows:



|                |  | JUNE 30,2003 |        | DECEMBER 31,2002
|--------------- |  | ------------ | ------ | ----------------
|Raw Materials   |  | $            | 11,760 |                 
|Work In Process |  |              | 1,733  |                 
|Finished Goods  |  |              | 3,459  |                 
|                |  |              |        |                 
|                |  | $            | 16,952 |                 
|                |  |              |        |                 



During the
first six months of 2003 and 2002, the Company reversed reserves creating $1.5 million and $2.8 million of positive margin, respectively, relating to the sale of previously reserved inventory. Included in the Companys June 30, 2003 net
inventory balance are $38.5 million in reserves for inventory.



4. Earnings
Per Share:



The following table summarizes the weighted
average shares outstanding for basic and diluted earnings per share for the periods presented.



|                                                     |  | THREE MONTHSENDED JUNE 30, |        |   | SIX MONTHSENDED JUNE 30, |  
|---------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | -
|                                                     |  | 2003                       |        |   | 2002                     |  
|Net Income (loss)                                    |  | $                          | (4,942 | ) |                          | $
|Weighted average number of common shares outstanding |  |                            |        |   |                          |  
|Basic                                                |  |                            | 43,121 |   |                          |  
|Dilutive effect of stock options                     |  |                            |       |   |                          |  
|                                                     |  |                            |        |   |                          |  
|Diluted                                              |  |                            | 43,121 |   |                          |  
|                                                     |  |                            |        |   |                          |  
|Earnings per common share:                           |  |                            |        |   |                          |  
|Basic                                                |  | $                          | (0.11  | ) |                          | $
|Dilutive effect of stock options                     |  |                            |       |   |                          |  
|                                                     |  |                            |        |   |                          |  
|Diluted                                              |  | $                          | (0.11  | ) |                          | $
|                                                     |  |                            |        |   |                          |  



5. Accrued Business Restructuring:



During the first six months of 2003 and 2002, the Company
recorded restructuring charges of $1,742 and $1,011, respectively. The charges in the first six months of 2003 related to a company-wide reduction in force in June 2003, which affected 55 employees or approximately 12% of our workforce. This action
was necessary as part of the Companys effort to align its operations and expense structure with the present telecom industry environment. The charges in the first six months of 2002 related to the termination of approximately 44 employees or
8% of the Companys workforce. This business restructuring primarily related to the release of certain of the Companys employees in connection with the acquisition of Elastic Networks and represented severance payments. Additionally,
included in the net assets acquired in the acquisition of Elastic Networks on March 5, 2002, the Company recorded business restructuring liabilities of $2,281 comprised of severance payments for terminating Elastic Networks employees and expected
costs for the closing of facilities in Alpharetta, Georgia and Hong Kong, China.



During the first six months of 2003, the Company paid $2,242 related to business restructuring. The remaining $1,873 accrued as of June 30, 2003, all of which is expected to be paid during 2003 and 2004, relates to
severance, abandoned facilities and excess equipment. The following table summarizes the activity in the business restructuring accrual for 2003:



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|                                                                                    |  | SeveranceRelated |       |   | AbandonedFacilities andEquipmentRelated |   |       | Total | 
|----------------------------------------------------------------------------------- |  | ---------------- | ----- | - | --------------------------------------- | - | ----- | ----- | 
|Beginning balance at January 1, 2003                                                |  | $                | 809   |   |                                         | $ | 1,564 |       | 
|Less payments made in first quarter 2003 (related to prior periods restructurings)  |  |                  | (809  | ) |                                         |   | (375  | )     | 
|                                                                                    |  |                  |       |   |                                         |   |       |       | 
|Ending balance at March 31, 2003                                                    |  | $                |      |   |                                         | $ | 1,189 |       | 
|                                                                                    |  |                  |       |   |                                         |   |       |       | 
|Additions to accrual                                                                |  |                  | 1,742 |   |                                         |   |       |       | 
|Less payments made in second quarter 2003 (related to prior periods restructurings) |  |                  |       |   |                                         |   | (238  | )     | 
|Less payments made relating to second quarter 2003 restructuring                    |  |                  | (820  | ) |                                         |   |       |       | 
|                                                                                    |  |                  |       |   |                                         |   |       |       | 
|Ending balance at June 30, 2003                                                     |  | $                | 922   |   |                                         | $ | 951   |       | 
|                                                                                    |  |                  |       |   |                                         |   |       |       | 



6. Pending Litigation:



The Company is subject to legal proceedings, claims and
liabilities that arise in the ordinary course of business. Due to inherent uncertainties of the litigation process and the judicial system, the Company is unable to predict the outcome of these legal proceedings. The Company has provided, however,
for all loss contingencies where it believes it is probable and reasonably estimable (in accordance with SFAS No. 5) that a liability has been incurred. Following the Companys September 28, 2000 press release regarding third quarter of 2000
results, several securities class action suits (collectively, the Securities Actions) against Paradyne and certain of its officers and directors, Andrew May, Paradynes Chief Executive Officer and President at the time, Patrick
Murphy, Paradynes Chief Financial Officer and Senior Vice President, and Thomas Epley, Paradynes then Chairman of the Board (collectively, the Defendants), were filed in October 2000 in the United States District Court for
the Middle District of Florida, Tampa Division (the Court). Sean E. Belanger, the Companys current President, Chief Executive Officer and Chairman of the Board, was added as a Defendant in the litigation in April 2001. These
actions were later consolidated into one case and the Court appointed Frank Gruttadauria and Larry Spitcaufsky as the lead plaintiffs and the law firms of Milberg Weiss Bershad Hynes & Lerach LLP and Barrack Rodos & Bacine as the lead
counsel. The amended consolidated complaint alleges violations by the Defendants of the securities anti-fraud provisions of the federal securities laws, specifically Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5
promulgated thereunder. It further alleges that the individual Defendants are liable under Section 20(a) of the Securities Exchange Act as control persons of Paradyne. The plaintiffs purport to represent a class of investors during a
purported class period of September 28, 1999 through September 28, 2000 and allege, in effect, that the Defendants during that time, through material misrepresentations and omissions, fraudulently or recklessly inflated the market price of the
Companys stock by allegedly erroneously reporting that the Company was performing well, that its inventories were properly stated, and that its customer base and product demand were solid. The Securities Actions seek damages in an unspecified
amount for the purported class for the alleged inflated amount of the stock price during the class period. The Defendants believe the claims are without merit and intend to vigorously defend them, although they cannot predict the outcome. The
Defendants filed a motion on May 25, 2001, asking the court to dismiss the complaint, with prejudice, after which the Plaintiffs filed a memorandum of law in opposition to Defendants dismissal motion on July 2, 2001. The Defendants
dismissal motion was denied by the Court on April 4, 2002. By order dated October 24, 2002, the Court granted plaintiffs motion to certify a class, but accepted defendants arguments that the class should begin no earlier than March 20,
2000, instead of September 28, 1999 as plaintiffs had proposed. The class certified consists of purchasers of Paradyne stock from March 20, 2000 through September 29, 2000. The Defendants believe the claims are without merit and intend to vigorously
defend them, although they cannot predict the outcome. The Company has engaged the law firm of Holland and Knight, LLP as its legal counsel in this litigation.



A second stockholder purported class action suit was filed in December 2001 in the federal court in the Southern District of New York against the
Company, some of the Companys executive officers and the former Chairman of the Board, and the underwriters of the Companys initial public offering (collectively, the IPO



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Defendants). That action alleges that defendants, during the period from July 15, 1999 through December 6, 2000, violated federal securities laws by
allocating shares of the initial public offering to favored customers in exchange for their promise to purchase shares in the secondary market at escalating prices. The Securities Actions seek damages in an unspecified amount for the purported class
for the losses suffered during the class period as a result of an alleged inflated stock price. On June 5, 2003, the IPO Defendants agreed to participate in a global settlement of this case (along with the settlement of hundreds of other similar IPO
allocation cases pending in the Southern District of New York). Any settlement owed by the Company will be funded exclusively by a portion of the proceeds of the Companys directors and officers insurance policy and will result in
the dismissal of this lawsuit and release by the plaintiff shareholder class of the IPO Defendants.



In July 2000, the Lemelson Medical, Educational & Research Foundation Limited Partnership (Lemelson) filed suit in the Federal District
Court in the District of Arizona against the Company and approximately ninety other defendants. The suit alleges that all the defendants are violating more than a dozen patents owned by the third party which allegedly cover the fields of
machine vision used extensively in pick-and-place manufacturing of circuit boards and bar code scanning. The Company purchased this equipment from vendors, who it believes may have an obligation to indemnify it in the event that the
equipment infringes any third-party patents. The complaint seeks damages in an unspecified amount for the purported patent infringements. The complaint does not specify which defendants or activities allegedly violated which particular patents. The
Company has responded with a Motion for More Definite Statement designed to identify the allegedly infringing activities as well as the particular patents and claims allegedly being infringed by it. Since the Companys filing of its Motion for
More Definite Statement, the entire case has been stayed in order to allow an earlier-filed case with common factual and legal issues to proceed. The Company cannot be sure that it will prevail in this action and any adverse outcome could require
it, among other things, to pay royalties to the third party patent owner. Given the lack of specificity in the complaint, it is not currently possible to calculate the potential for, or extent of, any liability resulting from this claim. The Company
also cannot be sure that it will not receive other claims alleging infringement in the future. The Company has engaged the law firm of Fee and Jeffries, P. A. as its legal counsel in this litigation.



Other than the legal proceedings described above, in the normal course of
business, the Company is subject to proceedings, lawsuits and other claims. While these other legal matters could affect the operating results of any one quarter when resolved in future periods, it is managements opinion that after final
disposition, any monetary liability or financial impact to Paradyne, beyond that provided in the condensed unaudited consolidated balance sheet at June 30, 2003, would not be material to our annual consolidated financial statements.



7. Acquisitions:



Elastic Networks Inc. and Intangible Assets



On March 5, 2002, the Company acquired 100% of the capital stock of Elastic Networks in exchange for 7,623,875 shares of our common stock. Using an
average market value of $3.77 per share (using the average of the closing prices during the 7 trading days surrounding the December 27, 2001 announcement of the acquisition), the purchase price was approximately $28.7 million. Additionally, the
Company incurred $1.4 million in acquisition costs. The acquisition has been accounted for under the purchase method of accounting, which resulted in the recognition of approximately $16.0 million in intangible assets. At the acquisition date the
major categories of assets and liabilities and their values were as follows (in millions):



|Cash                                              |  | $ | 10.9
|------------------------------------------------- |  | - | ----
|Restricted cash committed for inventory purchases |  |   | 5.1 
|Accounts receivable                               |  |   | 2.1 
|Inventories                                       |  |   | 3.0 
|Other assets                                      |  |   | .5  
|Property, plant & equipment                       |  |   | 1.5 
|                                                  | 
|Accounts payable                                  |  |   | 2.5 
|Payroll & benefit related                         |  |   | .5  
|Other liabilities                                 |  |   | 6.0 



The amounts assigned
to developed technology and purchased customer relationships at the acquisition date were based on an appraisal by an independent valuation company. The Company assigned $2.8 million to purchased research and development based, in part, on the
appraisal and the remainder on the development cost incurred by Elastic Networks, which was written off during the first quarter of 2002 and reported as part of research and development. The Bitstorm 2400 and Etherloop projects are the only products
included in the in-process research and development. Development of the Etherloop technology was approximately 25% completed at the acquisition date and the Bitstorm 2400 was approximately 60% complete. Neither the



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Etherloop nor the Bitstorm 2400 had reached technological feasibility. The amounts assigned to intangible assets, principally goodwill, was $6.7 million, all
of which was written off in December 2002 as impaired. The assigned values and amortization periods for developed technology and purchased customer relationships are provided in detail below (in millions):



|Intangible Asset                         |  | Amortization Period |  | AssignedValue |     | AccumulatedAmortization
|---------------------------------------- |  | ------------------- |  | ------------- | --- | -----------------------
|Developed Technology (including patents) |  | 7 years             |  | $             | 4.6 |                        
|Purchased Customer Relationships         |  | 4 years             |  | $             | 2.0 |                        



Total amortization
expense related to the above for the six months ended June 30, 2003 was $.6 million. It is estimated that amortization expense related to the above will amount to $.6 million for the remainder of 2003, $1.2 million for each of the years 2004 and
2005, $.8 million for 2006 and $1.3 million for 2007 and thereafter.



Elastic Networks designed high-speed, broadband communications products that have the advantages of high-speed access for the in-building broadband market and can operate effectively over lower quality lines. Elastic Networks was acquired
for several reasons, including: Elastic Networks launched Paradyne into the in-building DSL market; Elastic Networks had a strong complimentary base of independent telephone companies, including one Regional Bell Operating Company, as customers;
Elastic Networks EtherLoop product is an important technology to Paradyne; and Elastic Networks cash and working capital improved our balance sheet.



The following unaudited pro-forma summary presents the consolidated results of operations of the Company as if the acquisition had occurred at the
beginning of the periods presented herein. This presentation is for informational purposes only and does not purport to be indicative of what would have occurred had the acquisition been made as of these dates or of results which may occur in the
future.



|                       |  | SIX MONTHS ENDED JUNE 30, 2002 |        
|---------------------- |  | ------------------------------ | -------
|Revenue                |  | $                              | 67,639 
|Net Loss               |  |                                | (11,392
|Diluted Loss Per Share |  | $                              | (0.27  



Jetstream Communications



On May 20, 2002, the Company acquired certain key
operating assets and all the intellectual properties from Jetstream Communications for $3.0 million. Additionally, the Company incurred $.2 million in acquisition costs. The acquisition has been accounted for under the purchase method of accounting,
which resulted in the recognition of approximately $.5 million in intangible assets. The intangible assets are comprised solely of developed technology, which includes patents, as no goodwill was recorded. The developed technology will be amortized
over a period of 7 years. At the acquisition date the major categories of assets and their values were as follows (in millions):



|Inventory                   |  | $ | 1.9
|--------------------------- |  | - | ---
|Property, plant & equipment |  |   | .8 
|Intangible assets           |  |   | .5 



Jetstream designed
high-speed voice over DSL equipment using ATM and IP (Internet Protocol) technologies. Jetstream was acquired for several reasons, including: Jetstream was a market leader in 2001 in voice over DSL; therefore, with the acquisition of the Jetstream
assets, the Company quickly gained a strong market presence in one of its targeted markets; the Jetstream sales team had significant relationships with a large base of new customers; and the Company also acquired significant R&D talent in voice
over DSL applications.



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8. Benefit for Income Taxes:



The Job Creation and Worker Assistance Act of 2002 enacted on March 9, 2002 enabled the Company to carry back its 2001 net
operating loss to 1998. After carrying the 2001 loss back to 1998, the Company recognized an income tax refund of $1.6 million during the first quarter of 2002, $.9 million of which is reflected as an income tax benefit in the Condensed Unaudited
Consolidated Statement of Operations for the six months ended June 30, 2002, and $.7 million is reflected as additional paid-in capital on the Condensed Consolidated Balance Sheet at June 30, 2003.



9. Subsequent Event:



On July 15, 2003, the company announced that it was discontinuing its development efforts in the EtherLoop2® product and consequently, closing the development
center in Alpharetta, Georgia. The Company estimates that this action will result in the recording of approximately $100 in restructure charges in the third quarter of 2003. Additionally, because of the closing of the development center, the company
has begun the process of reviewing the Elastic related intangible assets for impairment. The Company expects to complete this process by the end of the third quarter of 2003.



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



The following discussion and other sections of this Form 10-Q contain forward-looking statements that involve a number of risks and uncertainties. These
forward-looking statements are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and are made based on managements current expectations or beliefs as well as assumptions made by,
and information currently available to, management. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements. In many cases, you can
identify forward-looking statements by terminology such as may, will, should, expects, intends, plans, anticipates, believes, estimates,
predicts, potential, or continue, or the negative of such terms and other comparable terminology. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our
actual results to differ materially from those projected in the forward-looking statements.



The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in us. Readers are referred to documents filed by Paradyne with the Securities and
Exchange Commission, specifically our most recent Form 10-K and other filings, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including: the timing and amount
of expense reduction; the uncertainty of litigation, including putative stockholder class actions; a reliance on international sales; competition in highly competitive markets; rapid technological change that could render Paradynes products
obsolete; the uncertain acceptance of new telecommunications services based on DSL technology; substantial dependence on network service providers who may reduce or discontinue their purchase of products or services at any time; the timing and
amount of, or cancellation or rescheduling of, orders of Paradynes products to existing and new customers; possible inability to sustain revenue growth or profitability; dependence on only a few customers for a substantial portion of
Paradynes revenue; highly competitive markets; reliance on sales of access products to Lucent Technologies and Avaya Inc.; dependence on sole and single-source suppliers and the reliability of the raw materials supplied by them to manufacture
products under customer contracts; dependence on development relationships that could threaten our ability to sell products; a long and unpredictable sales cycle; the number of DSL lines actually deployed by DSL customers as compared to forecasts;
Paradynes ability to manufacture adequate quantities of products at forecasted costs under customer contracts; the engaging in acquisitions, such as the acquisition of Elastic Networks and an uncertain ability to successfully integrate any new
operations, technologies, products or personnel; the need to protect Elastic Networks intellectual property; and Paradynes ability to manufacture products in accordance with its published specifications. In addition to these risks, we
are also dependent on Alcatel Microelectronics N.V.s (now STMicroelectronics) completion of joint development and production of the Dual Mode ADSL/R chipsets, and our ability to realize any revenue from the sale thereof, or to subsequently
receive licensing revenues from customers of STMicroelectronics for the use of Paradynes ReachDSL technology. Moreover, we have risk related to the breakout of Severe Acute Respiratory Syndrome, or SARS, in the Far East, which to date has
impeded selling activity of our products in certain markets in the Far East, but has not yet impacted the flow of raw materials sourced from the Far East. If the SARS outbreak significantly worsens or spreads significantly to other parts of the Far
East, the flow of certain key raw materials used in our products could be obstructed, and the selling activity of our products could be further delayed. Were this to occur we could experience a shortage of raw materials needed to build our products,
thereby reducing our revenue opportunities.



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Overview



We are a leading developer, manufacturer and distributor of broadband and narrowband network access products for network service providers, or NSPs, and
business customers. We offer solutions that enable business class, service level managed, high-speed connectivity over the existing telephone network infrastructure and provide for cost-effective access speeds of up to 45 megabits per second. Our
equipment has been sold to over 65% of the Fortune 500® companies. We market and sell our products worldwide to NSPs and business customers through a multi-tier distribution system that includes direct sales, strategic partner sales, NSP sales and traditional distributor or
value added reseller sales. We estimate that sales to NSPs represented approximately 85% of our total revenues during the first six months of 2003. There were no customers in the current quarter with a 10% or greater concentration of total revenues;
however, AT&T, Avaya, Puerto Rico Telephone and Graybar Electric Company, were all major customers and represented approximately 24% of our total revenues for the second quarter of 2003. A loss or a significant reduction or delay in sales to any
of our major customers could materially and adversely affect our business, financial condition and results of operations.



Revenue from equipment sales is recognized when the following has occurred: evidence of a sales arrangement exists; delivery has occurred or services have
been rendered; our price to the buyer is fixed or determinable; and collectibility is reasonably assured. Revenue from services, which consists mainly of technical support services, is recognized when the services are performed or earned and all
substantial contractual obligations have been satisfied. Amounts billed to customers in sales transactions related to shipping and handling are classified as product revenue. Provision is made currently for estimated product returns. Royalty revenue
is recognized when we have completed delivery of technical specifications and performed substantially all required services under the related agreement.



Results of Operations



Quarter and Six Months Ended June 30, 2003 Compared to Quarter and Six Months Ended June 30, 2002



Revenues. Total revenues decreased $7.2 million, or 27%, to $19.5 million for the quarter ended June 30, 2003 from $26.7 million for the same period in 2002. As a
percentage of total revenues, equipment sales were 87% of total revenues for the quarter ended June 30, 2003 and 95% for the quarter ended June 30, 2002. Total revenues for the six months ended June 30, 2003 decreased $26.5 million, or 41%, to $38.8
million from $65.3 million for the first six months of 2002. These decreases were mostly attributable to significant decreases in the volume of sales of our broadband access products and smaller decreases in sales of our narrowband products to our
major customers, offset in part by quarter two and year to date 2003 increases in service and royalty revenues. The overall shortfall in equipment revenues for both the three and six month periods ending June 30, 2003 is primarily attributable to
the current telecom market conditions with less capital spending and longer sales cycles to close business. The royalty revenue for 2003 is comprised of $.8 million of royalties from ST Microelectronics. Equipment sales were 89% of total revenues
for the six months ended June 30, 2003 and 96% for the same period in 2002.



Gross Margin. Gross margin decreased $6.0 million, or 39%, to $9.3 million for the three months ended June 30, 2003 from $15.3 million for the three months ended June 30, 2002 and decreased $13.4 million, or 41%, to $19.1 million for
the six months ended June 30, 2003 from $32.5 million for the six months ended June 30, 2002. This decrease in gross margin is primarily due to a decrease in revenues in addition to lower selling prices due to competitive pressures within the
telecommunications industry. Gross margin as a percentage of total revenues decreased to 48% for the three months ended June 30, 2003 from 57% in the same period of 2002. This decrease in gross margin percentage for the second quarter of 2003 is
mostly attributable to a decrease in the sale of higher margin narrowband products and a decrease in the recording of positive margin generated from the reversal of reserves related to the sale of previously reserved broadband inventory. For the six
months ended June 30, 2003, gross margin as a percentage of total revenues decreased to 49% from 50% in the same period of 2002.



Research and Development Expenses. Research and development expenses decreased $.9 million, or 14%, to $5.6 million for the three months ended June 30, 2003 from
$6.5 million for the same period in 2002. For the six months ended June 30, 2003, research and development expenses decreased $3.5 million, or 24%, to $11.2 million compared to $14.7 million for the same period in 2002. The decrease for the three
months ended June 30, 2003 resulted primarily from a $.9 million decrease in salary and wage related expenses and professional fees for contracted labor (research and development personnel decreased by 34% from June 30, 2002 mostly due to business
restructurings occurring in the fourth quarter of 2002 and the second quarter of 2003), a $.3 million decrease in depreciation and engineering software purchases, offset in part by a $.3 million increase in expenditures for engineering prototype
supplies. The decrease for the six months ended June 30, 2003 primarily results from $2.8 million of purchased research and development related to the acquisition of Elastic Networks recorded in the first six months of 2002, not repeated in the
first six months of 2003, a $.6 million decrease in engineering software purchases and depreciation and a $.5



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million decrease in salary and wage related expenses and professional fees from contracted labor, offset in part by a $.4
million increase in expenses for engineering proto type supplies. For the three months ended June 30, 2003, research and development expense as a percentage of total revenues, increased to 29% from 24% in the same period of 2002, and for the six
months ended June 30, 2003, research and development expense as a percentage of total revenues increased to 29% from 22% for the same period of 2002. Both increases were primarily attributable to the decrease in total revenues.



In June 2003, as part of a company-wide reduction in force, research and development
personnel were reduced by 19%. We estimate that this personnel reduction will result in research and development expense reductions of approximately $.8 million for both the third and fourth quarters of 2003. Additionally, on July 15, 2003, we
announced that we were discontinuing our development efforts in the EtherLoop2® product and consequently, closing the development center in Alpharetta, Georgia. We estimate that this action will result in reductions in research and development expenses of approximately $1.1 million for the third
quarter of 2003 and approximately $.8 million for the fourth quarter of 2003. As a result of the closing, approximately $.5 million of research and development equipment may become excess. We are currently in the process of determining if some of
the assets can be redeployed and used in other of our operations or if some can be sold. We do not know what the final financial impact will be, however, we believe that the maximum loss would not exceed $.5 million; the net book value of the assets
as of June 30, 2003.



Selling, General and Administrative
(SG&A) Expenses. SG&A expenses decreased $2.8 million, or 29%, to $6.7 million for the three months ended June 30, 2003 from $9.5 million for the three months ended June 30, 2002 and decreased $3.4 million, or 20%, to $13.9
million for the six months ended June 30, 2003 from $17.3 million for the same period in 2002. The decreases for the three months ended June 30, 2003 were mostly attributable to a $2.0 million decrease in expenses related to personnel and travel
(SG&A personnel decreased by 34% from June 30, 2002 mostly due to business restructurings occurring in the fourth quarter of 2002 and the second quarter of 2003), a $.3 million decrease in advertising expenses, the recording of $.4 million for
bad debt expense in the second quarter of 2002 that was not repeated in the second quarter of 2003 and a $.1 million decrease in facilities related expenses. The decreases for the six months ended June 30, 2003 primarily result from a $2.6 million
decrease in personnel and travel related expenses, a $.3 million decrease in advertising expenses and a $.5 million decrease in bad debt expense and professional fees. SG&A expense as a percentage of total revenue decreased from 35% for the
three months ended June 30, 2002 to 34% for the three months ended June 30, 2003, mostly due to the large decrease in expenses, relative to the decrease in revenues. SG&A as a percentage of total revenue increased from 27% for the six months
ended June 30, 2002 to 36% for the six months ended June 30, 2003, mostly due to the decrease in total revenues.



As part of the above-mentioned June 2003 company-wide reduction in force, SG&A personnel were reduced by 10%. We estimate that this personnel reduction will result in
SG&A expense reductions of approximately $1.2 million for both the third and fourth quarters of 2003.



Amortization of Intangible Assets and Deferred Stock Compensation.The amortization of intangible assets and deferred stock compensation was $.4 million for both the three months ended June 30, 2003 and June
30, 2002 and increased by $.2 million to $.8 million for the six month period ended June 30, 2003 from $.6 million for the same period in 2002. The higher amortization in the first six months of 2003 relates to developed technology, including
patents, and customer relationship intangibles that were recorded as part of the acquisition of Elastic Networks in March 2002 and developed technology, including patents that were part of the acquisition of certain key operating assets and all the
intellectual properties from Jetstream Communications in May of 2002. Amortization was lower in 2002 than in 2003 because of the timing of the acquisitions. It is expected that amortization of intangible assets will be approximately $.3 million per
quarter for the remainder of 2003. Because of the closing of the development center in Alpharetta, Georgia, we have begun the process of reviewing the Elastic related intangible assets for impairment. We expect to complete this process by the end of
the third quarter of 2003. The amortization of deferred stock compensation is related to the granting of stock options to key employees at prices deemed to be below fair market value for financial reporting purposes. For the three months ended June
30, 2003 and 2002, amortization of deferred stock compensation was $.1 million. For the six months ended June 30, 2003 and 2002, amortization was $.2 million. All amortization expense was recorded in SG&A.



Business Restructuring Charges. During the second quarter of 2003 we incurred expenses
of $1.7 million related to a company-wide reduction in force, which affected 55 employees or approximately 12% of our workforce. This action was necessary as part of our effort to align our operations and expense structure with the present telecom
industry environment. Because of this action, we expect savings in the form of lower operating expenses of approximately $2.1 million over the remainder of the year. During the first quarter of 2002 we incurred business restructuring expenses of
$1.0 million as a result of the termination of approximately 44 people representing 8% of our workforce at that time. This business restructuring primarily related to the release of certain of our employees in connection with the acquisition of
Elastic Networks and represented severance payments.



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Interest and Other (Income) Expense, Net. Interest and other (income) expense, net, decreased by $.3 million to
$.1 million of income for the three months ended June 30, 2003, from $.4 million of income for the same period in 2002 and decreased $.3 million to $.2 million of income for the six months ended June 30, 2003, from $.5 million of income for the same
period in 2002. Interest and other (income) expense, net, is related to interest income on short term investments, income from fees, interest on notes payable and borrowings under lines of credit and foreign exchange gains and losses. The decreases
for both the three and six months ended June 30, 2003 result from an increase in foreign exchanges losses and a decrease in interest income from short term investments.



Provision (Benefit) For Income Taxes. Provision (benefit) for income taxes was $0 for the three months ended June 30, 2003 and 2002.
Benefit for income taxes was $0 for the first six months of 2003 compared to $.9 million for the same period in 2002 The tax benefit in the first six months of 2002 resulted from our ability to carry back our 2002 tax loss to prior years and obtain
a tax refund of $1.6 million due to the Job Creation and Worker Assistance Act of 2002, enacted in March 2002. Of this refund, a $.9 million tax benefit was recognized by us in the first quarter of 2002 (and under tax accounting rules, an additional
$.7 million of tax refund was recorded to paid on capital in the balance sheet).



Liquidity and Capital Resources



Net cash used
in operations for the six months ended June 30, 2003 totaled $3.3 million. The net loss of $8.4 million was adjusted for non-cash impacting items such as depreciation, amortization, allowance for bad debts and reversal of inventory reserves
resulting in an adjusted net loss of $6.6 million. Cash from operating activities was increased by a reduction in accounts receivable of $4.9 million, which was driven primarily by good collection activity and lower revenues. Positive cash from
decreases in other assets primarily resulted from lower prepaid expenses. Contributing to decreases to cash from operations were decreases in accounts payable in the amount of $2.0 million, payroll related liabilities of $1.0 million, and other
current liabilities of $1.6 million. The reduction in accounts payable is related to lower transaction activity in the second quarter of 2003 than in the fourth quarter of 2002. The reduction in payroll related liabilities is related to a change
from the payment of annual incentive bonuses in 2002 to the payment of quarterly incentive bonuses in 2003 and to reduced personnel in 2003 due to staff reductions. The reduction in other current liabilities reflects the payment of business
restructuring charges and accrued royalties.



Cash used in
investing of $.4 million reflects capital expenditures for the first half of the year. The low level of capital expenditures reflects the tight controls placed on cash expenditures as a result of a slowdown in business activity. Net cash provided by
financing activities during the first half of 2003 was approximately $.2 million and primarily resulted from the proceeds from stock less payment of capital lease obligations. We had $44.5 million of cash and cash equivalents at June 30, 2003,
representing a decrease of $3.2 million from $47.7 million at December 31, 2002. Working capital decreased $4.3 million from $61.1 million at December 31, 2002 to $56.8 million at June 30, 2003.



We believe that our current cash position will be sufficient to meet our
working capital needs for at least the next twelve months.



Inflation



Because of the relatively low levels of inflation
experienced in 2002 and 2003 to date, inflation did not have a significant effect on our results in such periods.



Critical Accounting Policies and Estimates



Our critical accounting policies are those where we have made the most difficult, subjective or complex judgements in making estimates, where these
estimates can significantly impact our financial results under different assumptions and conditions. Our critical accounting policies are:



| |  |  | Revenue Recognition/Allowance for Doubtful Accounts
| | - |  | ---------------------------------------------------



| |  |  | Inventories
| | - |  | -----------



| |  |  | Business Restructuring
| | - |  | ----------------------



| |  |  | Legal Contingencies
| | - |  | -------------------



| |  |  | Warranty Obligations
| | - |  | --------------------



Revenue Recognition/Allowance for Doubtful Accounts



Our revenue recognition policy follows SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, which summarizes existing accounting literature, and requires that four criteria
be met prior to recognizing revenue.



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These four criteria, which are the core of our accounting policy (see Note 2 Revenue Recognition in our Notes
to Consolidated Financial Statements), are: (1) evidence of a sales arrangement exists; (2) delivery has occurred or services have been rendered; (3) our price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured. It
is the fourth criteria that requires us to make significant estimates.



We estimate amounts potentially owing to customers for incentive offerings, special pricing agreements, price protection, promotions, volume incentives, and in very limited cases to resellers for stock rotation. These estimates are taken as
reductions to revenue pending completion of the various programs. In periods of slower sales growth, some of these incentives may be increased which will also decrease the amount of revenues we record. Additionally, we reduce revenue for estimated
bad debts due to customers who are significantly late in paying amounts owed to us or for estimated customer billing adjustments based on past experience. We use our best judgement to estimate these reductions to revenue in the period they occur
based on facts available at the balance sheet date. In those cases where reserves have not previously been established but customers are unable to pay due to weakened financial condition, we will directly charge operating expense (instead of
reducing revenue).



Inventories



Because of the long lead times to obtain raw materials in our industry, we
must maintain sufficient quantities of inventory of our many products to meet expected demand. If actual demand is much lower than forecasted, we may not be able to dispose of our inventory at or above its cost. We write down our inventory for
estimated excess and obsolete amounts to the lower of cost or market. With the significant decline in customer demand, for example, we significantly wrote down our inventory in both 2000 and 2001. In 2002 and in the first six months of 2003, we sold
some of those products that had previously been written down. As a result we reversed a portion of the reserves previously established related to these products. If future demand is lower than currently estimated, additional write-downs may be
required.



Business Restructuring



Through the end of 2002, we recorded restructuring charges following the
principles of SEC Staff Accounting Bulletin No. 100, Restructuring and Impairment Charges, and of Emerging Issues Task Force (EITF) 94-3. Under EITF 94-3 and SAB 100, we were able to accrue restructuring costs in a period provided: (1)
management commits to a plan of termination prior to the date of the financial statements and establishes the benefit employees will receive, (2) the benefit arrangement is communicated to employees prior to the date of the financial statements, (3)
the plan of termination specifically identifies the number and job classifications of employees to be terminated, and (4) the plan of termination will be completed in a reasonably short period of time such that significant changes are unlikely.
Following these criteria we estimated the cost to be incurred in implementing our fourth quarter business restructuring.



However, for periods beginning after December 31, 2002 when FAS 146 became effective, the accounting for restructuring is governed by newly adopted SFAS
146. The major business restructuring liabilities we have incurred over the past few years have been for termination benefits. Since we have a written benefit plan with defined termination benefits based on years of service, the accounting for
termination benefits will be similar under FAS 146 and SFAS 112, Employers Accounting for Post Employment Benefits, as it was under EITF 94-3. Other business restructuring liabilities, however, will be expensed as incurred under
SFAS 146, and not when a plan is adopted as it was under EITF 94-3.



Legal
Contingencies



We currently have several legal proceedings
in process including the securities actions discussed in Part II, Item 1  Legal Proceedings of this Form 10-Q. Although we have established a liability in an amount estimating the reasonably probable future liability of these
claims, we can not be sure about the outcome of these cases. If the outcome of one or more of these cases is adverse to us, it could have a materially adverse impact on our business, financial condition and results of operations.



Warranty Obligations



We generally provide a 12-month warranty to customers for products sold. We also have some outstanding warranty obligations
for prior year sales of products with 24 and 60 month warranties. Although we have recorded a warranty liability that we estimate is adequate based on historical experience, it is possible that we could experience higher than expected warranty
claims which would subject us to increased costs. In some cases these claims could be due to defective raw materials purchased from our vendors. If our vendors were unable to reimburse us for the cost of repairing or replacing the defective product,
we would have to bear this cost to the customer.



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Recently Issued Financial Accounting Standards



In June 2002, the Financial Accounting Standards Board (the FASB) voted in favor of issuing FASB Statement No.
146, Accounting for Exit or Disposal Activities. SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs that are associated with exit and disposal activities, including restructuring
activities that are currently accounted for pursuant to the guidance that the Emerging Issues Task Force has set forth in EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). The scope of SFAS No. 146 also includes (1) costs related to terminating a contract that is not a capital lease and (2) termination benefits that employees who are involuntarily terminated
receive under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 was effective January 1, 2003 and was adopted by us on that date. The implementation
of SFAS 146 did not have any material impact on the accounting for potential future termination benefits, as there were no exit or disposal activities during the first six months of 2003. If we incur exit costs other than termination benefits as
part of a future restructuring, however, the implementation of SFAS 146 will impact the timing of the recognition of such future exit costs. These exit costs will be recognized when incurred instead of when the plan is adopted by our management. In
June 2003, we had a business restructuring that was solely comprised of involuntary terminations, as there were no disposal or exit activities associated with the restructure. This event resulted in a charge to operations of $1,700 for severance
payments and was accounted for under the terms of SFAS No. 146.



In November 2002, the FASB issued FASB Interpretation 45, Guarantors Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others. This interpretation clarifies the
requirements of SFAS 5, Accounting for Contingencies, relating to guarantors accounting for, and disclosure of, the issuance of certain types of guarantees. This interpretation is intended to improve the comparability of financial
reporting by requiring identical accounting for guarantees issued with a separately identified premium and guarantees issued without a separately identified premium. The interpretations provisions for initial recognition and measurement are
required on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of both interim and annual periods that ended after December 15, 2002. We have adopted the
provisions of this interpretation and it did not have a material impact on our financial position, results of operations, or cash flows.



In November 2002, the FASB reached a consensus on EITF Issue 00-21, Accounting for Revenue Arrangements with Multiple Deliverables (the
Issue). The guidance in this Issue is effective for revenue arrangements entered into for fiscal years beginning after June 15, 2003. The Issue addresses certain aspects of the accounting by a vendor for arrangements under which it will
perform multiple revenue-generating activities. Specifically, the Issue addresses how to determine whether an arrangement involving multiple deliverables contains more than one earnings process and, if it does, how to divide the arrangement into
separate units of accounting consistent with the identified earnings processes for revenue recognition purposes. The Issue also addresses how arrangement consideration should be measured and allocated to the separate units of accounting in the
arrangement. We are currently reviewing the impact that EITF 00-21 will have on our future results of operations but upon our initial review, we do not believe the Issue will have a significant impact on our accounting for multiple element
arrangements.



In December 2002, the FASB issued SFAS 148,
Accounting for Stock Based Compensation-Transition and Disclosure- an Amendment to SFAS 123. SFAS 148 provides two additional transition methods for entities that adopt the SFAS 123 fair value method of accounting for stock based
compensation to employees as opposed to the disclosure only adoption of SFAS 123 made by us upon our adoption of that standard. Further, the statement requires disclosure of comparable information for all companies regardless of whether, when, or
how an entity adopts the SFAS 123 fair value based method of accounting. These disclosures are now required for interim periods in addition to the traditional annual disclosure. The amendments to SFAS 123, which provides for additional methods, are
effective for periods beginning after December 15, 2002, although earlier application is permitted. The amendments to the disclosure requirements are required for financial reports containing condensed financial statements for interim periods
beginning after December 15, 2002. We adopted the additional disclosure requirements and they did not have a significant impact on the results of our operations, financial position or cash flows.



In January 2003, the FASB issued FASB Interpretation 46, Consolidation
of Variable Interest Entities. This interpretation of Accounting Research Bulletin 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities which possess certain
characteristics. The interpretation requires that if a business enterprise has a controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity must be included in
the consolidated financial statements with those of the business enterprise. This interpretation applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an
interest after that date. We do not believe we have ownership in any variable interest entities as of June 30, 2003. We



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will apply the consolidation requirement of the interpretation in future periods if we should own any interest deemed to
be a variable interest entity.



In April 2003, the Financial
Accounting Standards Board issued FAS No.149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies the financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 provides increased guidance
for reporting of contracts as either derivatives or hybrid instruments. FAS No. 149 is effective prospectively for contracts entered into or modified after June 30, 2003. This Statement is not expected to materially impact our consolidated financial
statements.



In May 2003, the FASB issued FAS No. 150,
Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which requires that an issuer classify certain financial instruments as a liability or an asset. Previously, many financial instruments
with characteristics of both liabilities and equity were classified as equity. Financial instruments subject to FAS 150 include financial instruments with any of the following features:



| |  | An unconditional redemption obligation at a specified or determinable date, or upon an event that is certain to occur;
|- |  | ----------------------------------------------------------------------------------------------------------------------



| |  | An obligation to repurchase shares, or indexed to such an obligation, and may require physical share or net cash settlement;
|- |  | ----------------------------------------------------------------------------------------------------------------------------



| |  | An unconditional, or for new issuances conditional, obligation that may be settled by issuing a variable number of equity shares if either (a) a fixed monetary amount is known at
inception, (b) the variability is indexed to something other than the fair value of the issuers equity shares, or (c) the variability moves inversely to changes in the fair value of the issuers shares.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The standard requires that all such instruments be classified as a liability,
or an asset in certain circumstances, and initially measured at fair value. Forward contracts that require a fixed physical share settlement and mandatorily redeemable financial instruments must be subsequently remeasured at fair value on each
reporting date. This standard is effective for all financial instruments entered into or modified after May 31, 2003, and for all other financial instruments, at the beginning of the first interim period beginning after June 15, 2003. This Statement
is not expected to materially impact our consolidated financial statements.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We do not engage in investing in or trading market risk sensitive instruments. We also do not purchase, for investing, hedging, or for purposes
other than trading, instruments that are likely to expose us to market risk, whether interest rate, foreign currency exchange, commodity price or equity price risk, except as noted in the following paragraph. We have not entered into any
forward or futures contracts, purchased any options or entered into any interest rate swaps. Additionally, we do not currently engage in foreign currency hedging transactions to manage exposure for transactions denominated in currencies other than
U.S. dollars.



We do not currently have any indebtedness other
than capital lease obligations of approximately $0.1 million as of June 30, 2003. If we were to borrow from our revolving line of credit facility with Foothill Capital Corporation, we would be exposed to changes in interest rates. We are also
exposed to changes in interest rates from investments in some held-to-maturity securities. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes.



ITEM 4. CONTROLS AND PROCEDURES.



| | (a) |  | Evaluation of Disclosure Controls and Procedures.
| | --- |  | -------------------------------------------------



We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, the chief
executive officer and chief financial officer concluded that our disclosure controls and procedures were effective, as of June 30, 2003, in timely alerting them to material information relating to our Company (including its consolidated
subsidiaries) required to be included in our Exchange Act filings.



| | (b) |  | Changes in Internal Controls.
| | --- |  | -----------------------------



There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2003 which has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.



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PART II

OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Following Paradynes September 28, 2000 press release regarding contemplated third quarter results, several securities class action suits (collectively, the Securities Actions) against Paradyne, Andrew May, Paradynes
Chief Executive Officer and President at the time, Patrick Murphy, Paradynes Chief Financial Officer and Senior Vice President, Thomas Epley, Paradynes then Chairman of the Board and Sean Belanger, Chairman of the Board, Chief Executive
Officer and President (collectively, the Defendants), were filed in October 2000 in the United States District Court for the Middle District of Florida, Tampa Division. Plaintiffs include the following stockholders: Steven Barrios, Hayes
Ho, Jacob Turner, Robert Preston, Ron Walker, Jerold B. Hoffman and Amy K. Hoffman. The Securities Actions allege violations by the Defendants of the securities anti-fraud provisions of the federal securities laws, specifically Section 10(b) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The Securities Actions further allege that the individual defendants May, Murphy and Epley are liable under Section 20(a) of the Securities Exchange Act as
control persons of Paradyne. The plaintiffs purport to represent a class of investors during a purported class period of September 28, 1999 through September 28, 2000 and allege, in effect, that the Defendants during that time, through
material misrepresentations and omissions, fraudulently or recklessly inflated the market price of Paradynes stock by allegedly erroneously reporting that Paradyne was performing well, that its inventories were properly stated, and that its
customer base and product demand were solid. The Securities Actions seek damages under the fraud-on-the-market theory in an unspecified amount for the purported class for the alleged inflated amount of the stock price during the class period. The
Defendants filed a motion on May 25, 2001, asking the court to dismiss the complaint, with prejudice, after which the Plaintiffs filed a memorandum of law in opposition to Defendants dismissal motion on July 2, 2001. This motion was denied by
the courts on April 4, 2002. By order dated October 24, 2002, the Court granted plaintiffs motion to certify a class, but accepted defendants arguments that the class should begin no earlier than March 20, 2000, instead of September 28,
1999 as plaintiffs had proposed. The class certified consists of purchasers of Paradyne stock from March 20, 2000 through September 29, 2000. The Defendants believe the claims are without merit and intend to vigorously defend them, although they
cannot predict the outcome. We have engaged the law firm of Holland and Knight, LLP as our legal counsel in this litigation.



A second stockholder purported class action suit was filed in December 2001 in the federal court in the Southern District of New York against us, some of
our executive officers and the former Chairman of our board, and the underwriters of our initial public offering (collectively, the IPO Defendants). That action alleges that defendants, during the period from July 15, 1999 through
December 6, 2000, violated federal securities laws by allocating shares of our initial public offering to favored customers in exchange for their promise to purchase shares in the secondary market at escalating prices. The Securities Actions seeks
damages in an unspecified amount for the purported class for the losses suffered during the class period as a result of an alleged inflated stock price. On June 5, 2003, the IPO Defendants agreed to participate in a global settlement of this case
(along with the settlement of hundreds of other similar IPO allocation cases pending in the Southern District of New York). Any settlement owed by us will be funded exclusively by a portion of the proceeds of the Companys directors and
officers insurance policy and will result in the dismissal of this lawsuit and release by the plaintiff shareholder class of the IPO Defendants.



In July 2000, the Lemelson Medical, Educational & Research Foundation Limited Partnership (Lemelson) filed suit in the Federal District
Court in the District of Arizona against Paradyne and approximately ninety other defendants. The suit alleges that all the defendants are violating more than a dozen patents owned by the third party which allegedly cover the fields of machine
vision used extensively in pick-and-place manufacturing of circuit boards and bar code scanning. We purchase this equipment from vendors, who we believe may have an obligation to indemnify us in the event that the equipment infringes any
third-party patents. The complaint seeks damages in an unspecified amount for the purported patent infringements. The complaint does not specify which defendants or activities allegedly violated which particular patents. We have responded with a
Motion for More Definite Statement designed to identify the allegedly infringing activities as well as the particular patents and claims allegedly being infringed by us. Since the filing of Paradynes Motion for More Definite Statement, the
entire case has been stayed in order to allow an earlier-filed case with common factual and legal issues to proceed. We cannot be sure that we will prevail in this action and any adverse outcome could require us, among other things, to pay royalties
to the third party patent owner. Given the lack of specificity in the complaint, it is not currently possible to calculate the potential for, or extent of, any liability resulting from this claim. We also cannot be sure that we will not receive
other claims alleging infringement in the future. We have engaged the law firm of Fee & Jeffries, P. A. as our legal counsel in this litigation.



Other than the legal proceedings described above, in the normal course of business, we are subject to proceedings, lawsuits and other claims. While these
other legal matters could affect the operating results of any one quarter when resolved in future periods, it is managements opinion that after final disposition, any monetary liability or financial impact



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to us, beyond that provided in the consolidated balance sheet at June 30, 2003, would not be material to our annual
consolidated financial statements.



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



At the annual meeting of stockholders held on May 19, 2003, the proposal to re-elect two directors to serve as Class I directors until the 2006 annual meeting of stockholders was brought before and voted upon by the
stockholders with the number of votes (each share of common stock having one vote) as indicated below:



|                |  | For        |  | Withheld Authority
|--------------- |  | ---------- |  | ------------------
|David Bonderman |  | 32,157,986 |  | 3,496,572         
|Thomas Epley    |  | 31,407,191 |  | 4,247,367         



This proposal to
re-elect David Bonderman and Thomas Epley as Class I directors was approved by the stockholders.



The terms of the two Class II directors, Sean E. Belanger and Keith B. Geeslin, and of the one Class III director, William R. Stensrud, did not expire at
the 2003 annual meeting and each of them continues to serve as directors of Paradyne Networks, Inc.



ITEM 5. OTHER INFORMATION



On
July 21, 2003, the Company announced that David Walker had been appointed to its Board of Directors as a Class III director to serve until the 2005 annual meeting of stockholders. Mr. Walker will also serve as Chairman of the Companys Audit
Committee.



On August 1, 2003, the Company announced that Gene
J. Frantz had been appointed to its Board of Directors as a Class I director to serve until the 2006 annual meeting of stockholders. Mr. Frantz currently serves as a principal of Texas Pacific Group. The Company also announced that David Bonderman
resigned from the Board of Directors and its committees, effective August 1, 2003.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------



|Item |  | Description                                                                                                            
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|31.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



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| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



On April 22, 2003, we filed a Current Report on Form 8-K pursuant to Item 12, announcing our financial results for the quarter ended March 31, 2003. The
information furnished pursuant to Item 12 of Form 8-K was presented under Item 9 as provided in the Commissions interim guidance regarding Form 8-K Item 11 and Item 12 filing requirements (Release No. 34-47583).



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.



|                      |  | PARADYNE NETWORKS, INC.
|--------------------- |  | -----------------------
|                      |  |                        
|Date: August 13, 2003 |  | By:                    
|                      |  |                        
|                      |  |                        
|                      |  |                        
|Date: August 13, 2003 |  |                        
|                      |  |                        
|                      |  |                        
|                      |  |                        



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