ADC TELECOMMUNICATIONS INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________

FORM 10-K
(Mark One)

/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended October 31, 1998

OR

/ / 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. 0-1424

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

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

12501 Whitewater Drive
Minnetonka, Minnesota 55343
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(Address of principal executive offices (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.20 par value
Common Stock Purchase Rights

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.
/X/ Yes / / No

The aggregate market value of voting stock held by nonaffiliates of the
registrant, as of December 23, 1998, was approximately $4,340,539,594 (based on
the last sale price of such stock as reported by the Nasdaq Stock Market
National Market).

The number of shares outstanding of the registrant's common stock, $0.20
par value, as of December 23, 1998, was 135,113,707.

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. / /

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part II of this Form 10-K is incorporated
herein by reference to portions of the Company's Annual Report to Shareholders
for the fiscal year ended October 31, 1998. The information required by Part
III of this Form 10-K is incorporated by reference to portions of the Company's
definitive proxy statement for its 1999 Annual Meeting of Shareholders to be
filed with the Securities and Exchange Commission on or before February 24,
1999.

PART I

ITEM 1. BUSINESS

ADC Telecommunications, Inc. ("ADC" or the "Company") is a leading
global provider of hardware and software systems and integrated solutions
that enable customers to build and upgrade their communications networks to
support increasing user demand for voice, video and Internet/data services.
ADC's mission is to extend its leadership as a global supplier of systems and
solutions that enable communications service providers to serve their
customers with high-bandwidth connections. These systems and solutions are
used by communications service providers to offer faster, cost-effective and
integrated voice, video and Internet/data services in the local loop. The
local loop is the last mile of the communications network that runs from the
local service providers' offices through the network equipment that connects
to the end-user's residence or business.

Telephone companies, cable TV operators, wireless network providers and
other communications service providers are building the infrastructure
required to offer high-speed Internet access, data, video, telephony, and
other interactive multimedia services to residential and business customers.
The last mile of the communications network is expected to be the fastest
growing area for future communications equipment spending by communications
service providers.

The Company's products include hardware and software systems and
integrated solutions which the Company categorizes in the following four
groups:

- Broadband Connectivity Group;

- Business Broadband Group;

- Residential Broadband Group; and

- Integrated Solutions Group.

Broadband Connectivity products are designed for use in twisted-pair,
coaxial, fiber optic or wireless transmission networks. These products
provide the physical contact points for connecting different communications
system components and gaining access to communications system circuits. As a
result of these connections, customers can install, test, monitor, manage,
reconfigure, split and multiplex these circuits in the local loop portion of
global public and private networks. Broadband Connectivity products are sold
to both public and private global service providers.

Business Broadband products enable telephone companies to deliver voice,
video and Internet/data services to their business customers. These products
include transport and access systems that are used to deliver these services
over both copper and fiber networks.

Residential Broadband products include digital transport systems that
enable cable TV operators to transport high-speed digital signals for two-way
voice, data, Internet and video services to homes. These services are
delivered using fiber-optic and hybrid fiber/coaxial systems.

The Integrated Solutions products include consulting, software and
systems integration services to aid customers in integrating ADC and other
complementary products in communications networks. ADC provides services and
software primarily to telephone operating companies, cable TV operators,
other communications common carriers and users of private communications
networks. Software products include ADC Metrica performance management
software, ADC NewNet intelligent network and messaging software and
SoftXchange-TM- network management software.

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The Company's customers include: public network providers, Regional
Bell Operating Companies (RBOCs), post telephone and telegraph companies
(PTTs), other telephone companies, long distance carriers, wireless service
providers, cable TV operators, Internet service providers and other
international and domestic public network providers; private and governmental
network providers (such as various large business customers and governmental
agencies); and communications original equipment manufacturers (OEMs).

As used in this report, unless the context otherwise requires, the terms
"Company" and "ADC" refer to ADC Telecommunications, Inc. and its wholly
owned and majority owned subsidiaries; 1996, 1997 and 1998 refer to the
Company's fiscal years ended October 31, 1996, 1997 and 1998, respectively;
and 1999 refers to the Company's fiscal year ending October 31, 1999.

INDUSTRY BACKGROUND

Since the Company entered the communications equipment industry in the
1970s, the industry has grown and changed substantially. The factors driving
this growth and change consist primarily of the following: increased demand
for new, higher speed, higher capacity services such as Internet access,
digital video and advanced wireless services; continuous technological
development; the convergence of all voice, Internet/data and video network
traffic into integrated multimedia services over public and private networks;
and a changing regulatory and competitive environment. The Company believes
that these trends will continue to drive changes in the communications
equipment industry for the foreseeable future.

Increased demand for new, higher-speed, higher-capacity services such as
Internet access, digital video and advanced wireless services has in turn
resulted in substantial demands on network infrastructure over the past
decade. Networks increasingly are required to transmit large volumes of data
and video for the purpose of communicating information, conducting business
and delivering entertainment. In addition, both public and private network
customers are requesting the convergence of their voice, Internet/data and
video traffic into integrated multimedia services transmitted over one
network. Such demands have prompted the development and use of "broadband"
networks, which feature the improved reliability and increased speed of
transmission generally required for data and video transmission over the
network. Specifically, the industry term "broadband" refers to all
transmission speeds of T1 (1.544 million bits per second) and higher. Growth
in broadband network applications has resulted in increased infrastructure
investment by network operators in order to expand network capacity and
provide new applications and services to meet users' needs.

Several important technological developments have spurred the evolution
of the communications equipment industry. One important technological change
has been the deployment of fiber-optic transmission systems. In a fiber-
optic system, lasers transmit voice, Internet/data and video traffic in the
form of analog or digital coded light pulses through glass fibers. The
increasing shift to fiber-optic transmission systems has been principally due
to the ability of fiber optics to carry large volumes of information at high
speeds, its insensitivity to electromagnetic interference and the high
transmission quality made possible by the physical properties of light. As
technologies such as Synchronous Optical NETwork (SONET), Dense Wavelength
Division Multiplexing (DWDM) and 1550 nanometer laser transmission
technologies have evolved over the last several years, the capacity of
fiber-optic systems to transport information has increased significantly.

The development of cost-effective digital technology has also allowed
greater capacity (or speed) in network transmission and has resulted in an
increasing trend over the past decade to replace analog technology in copper,
fiber and wireless transmission networks. In analog technology, information
is converted to a voltage or current wave form for processing or
transmission. In digital technology, information is converted to digital
bits and then processed or transmitted using computer-based components.
High-speed digital technology developments such as SONET, cell-based
Asynchronous Transfer Mode (ATM) and Orthogonal Frequency Division
Multiplexing (OFDM) modulation technologies have enabled network providers to
transmit increasing amounts of data and video communications.

Another important technological change in the communications marketplace
is the use of integrated circuits in both public and private communications
networks, facilitating significantly more complex networks. Network

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equipment utilizing integrated circuits is increasingly performing the
high-speed switching, network performance monitoring, network management,
information compression, data translation and other complex functions
required to address expanding users' needs.

More recently, wireless technology developments have had an impact on
the communications equipment industry. There has been substantial growth in
wireless communications such as cellular telephone services and
satellite-based services, Personal Communications Services (PCS)
communications, Multichannel Multipoint Distribution Services (MMDS) and
Local Multipoint Distribution Services (LMDS) for wireless cable services and
wireless data and paging services. This growth has been driven by the
convenience of mobility and the limits of wireline infrastructure. In
particular, in countries without reliable or extensive wireline systems,
wireless service could ultimately provide the primary service platform for
both mobile and fixed communications applications, because of the potential
savings in installation time and cost. The Company believes that in future
years the continuing development of wireless communications technology could
substantially extend the reach of current communications networks.

Finally, over the last three years, Digital Subscriber Line (DSL)
technology and Digital Loop Carrier (DLC) technology advancements have
resulted in a resurgence of copper-based transmission of high bandwidth
services to business customers. The Company believes that in future years
the continuing development of DSL and DLC technologies could enable network
providers to transport residential broadband services over copper-based
systems in certain applications.

The evolution in technology and user needs has been accompanied by
changes in the domestic and international regulatory environment. Since the
consent decree resulting in the divestiture of the AT&T regional operating
companies in 1984, the RBOCs have been prevented from manufacturing equipment
for use in communications networks. As the RBOCs have embarked on aggressive
expansion plans, significant opportunities have been created for independent
communications equipment manufacturers such as the Company.

In February 1996, the U.S. Congress enacted the Telecommunications
Reform Act of 1996 (the "Telecommunications Act"), which opened competition
for local loop access services to local telephone operators, long distance
telephone companies, cable TV companies, electric utilities and potentially
others. The Telecommunications Act represents a fundamental change from the
Communications Act of 1934, which governed the U.S. telephone industry
structure prior to 1996 and which protected franchised monopolies in local
telephone service. The Telecommunications Act also allows the RBOCs to
provide long distance service and manufacture communications equipment under
certain circumstances, another significant change from the 1984 consent
decree which required divestiture of the AT&T regional operating companies.
The objective of the Telecommunications Act is to reduce regulation and
stimulate competition in communications services, which in turn is expected
to result in more rapid introduction of new technologies and services, better
quality of service, a broader range of service options, lower costs to
consumers and stimulation of the overall economy through an improved
information system infrastructure. The Company believes that Congress
intended for the competition among service providers to be both
services-based (I.E., the service provider buys and resells bandwidth) and
equipment-based (I.E., the service provider also operates the equipment).

Since the passage of the Telecommunications Act, the Federal
Communications Commission and the federal courts, as well as various state
governments and agencies, have initiated efforts to define and establish
rules for implementation of the new law. Although implementation of the
Telecommunications Act and the intended increase in competition has begun,
there have been a number of delays and continuing uncertainties. The Company
believes that the impact of the Telecommunications Act in reducing regulation
of and increasing competition in the U.S. communications industry will
take a number of years to unfold.

Outside the United States, the communications equipment market has also
expanded and changed significantly in recent years, as network users have
increasingly demanded access to voice, Internet/data and video communications
capabilities. Many countries without reliable or extensive wireline systems
are seeking to develop and enhance their communications infrastructure. This
growth in demand for network services and infrastructure has been accompanied

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by changes in the international regulatory environment. In many countries,
government operated communications monopolies are being converted to private
network services providers, and competition among such carriers is expected
to intensify. Policies of deregulation and privatization are currently being
followed in many countries, and these policies increase opportunities for
independent companies to supply products and services within both public
telephone system and private network markets for voice, Internet/data and
video communications.

The Company believes that "broadband global networking," or the emerging
series of worldwide broadband networks, represents a key enabling capability
for meeting the information needs of network users. The addition of
high-speed Internet/data and video traffic has driven the need for broadband
infrastructure and has enabled the creation of a wide range of new
applications, including broadband Internet access and e-mail, video on
demand, electronic commerce, distance learning, telecommuting, telemedicine
and high-speed imaging such as remote medical imaging. Although these
broadband networks have tremendous potential, bottlenecks are a frequent
problem in the local loop portion of the networks. The Company believes that
there is a large and growing market for products that can unlock the capacity
of the local loop by eliminating bottlenecks in the last mile of the
communications network.

STRATEGY

ADC's strategy is to capitalize on opportunities in the evolving global
communications market by providing hardware and software systems and
integrated solutions for its customers' voice, Internet/data and video
communications networks, primarily within the local loop or "last mile" of
the communications network. ADC's broad range of products addresses key
areas of the communications network infrastructure, and these products are
used to connect physical networks, access network services, transport network
traffic and manage networks. ADC's many product offerings address the
diverse needs of its customers within the local loop, including the RBOCs,
PTTs, other telephone companies, long distance carriers, wireless service
providers, cable TV operators, other public network providers, private
network providers and communications OEMs.

Key components of the Company's strategy include:

- FOCUS ON BROADBAND LOCAL LOOP OPPORTUNITIES. In recent years,
broadband requirements for both public and private networks have grown
significantly. In the public network local loop market, broadband
deployment has been driven by incumbent and competitive local exchange
carriers and cable TV operators seeking to establish the
infrastructure required to offer high-speed, integrated multimedia
Internet access, data, video, telephony and other multimedia
interactive services to residential and business customers over a
single network. In addition, both residential and business customers
are driving network requirements in the last mile by increasingly
demanding advanced wireless services. The Company believes that the
local loop presents some of the greatest market growth opportunities
and customer needs in the communications equipment industry today, and
ADC is focusing its development and marketing resources on products
that will "unlock the capacity of the local loop" by eliminating
bottlenecks and increasing the speed and efficiency in the last mile
of the network. ADC offers a broad line of communications equipment
that addresses customers' network needs in the local loop. In
addition, through a combination of internal core competency
development and external acquisition and partnering activities, ADC
has grown its systems integration and network management capabilities
to the level required to offer customers much more integrated,
end-to-end solutions to their network needs.

- LEVERAGE TECHNOLOGICAL CAPABILITIES ACROSS PRODUCT GROUPS. ADC has
developed substantial expertise in fiber optic, broadband copper,
video, wireless and broadband network management technologies,
software and systems integration services. The Company has built
these core competencies through internal development, acquisitions,
joint ventures and technology licensing arrangements. ADC's strategy
is to leverage these core competencies across its product groups in
order to develop new product architectures and network management
tools for its customers' evolving voice, Internet/data and video
network needs in various market areas. For example, the Company

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believes its recent acquisition of Teledata Communications Ltd.
("Teledata") will permit ADC to develop a broadband digital loop
carrier system using ADC's voice, video and Internet/data technologies
and Teledata's digital loop carrier technologies for both the U.S. and
international markets.

- EXPAND INTERNATIONAL PRESENCE. ADC believes that significant growth
in the communications equipment market will occur outside the United
States as a result of deregulation and the need of many foreign
countries to substantially expand or enhance their communications
services. ADC's strategy is to expand its international presence by
increasing its international sales and marketing resources, leveraging
its existing customer relationships, developing additional
international distribution channels and seeking strategic alliances
and acquisitions. A number of ADC's subsidiaries and several of its
strategic alliance partners have their principal operations or markets
outside the United States.

- SUPPLEMENT INTERNAL DEVELOPMENT EFFORTS WITH STRATEGIC ACQUISITIONS
AND ALLIANCES. Because of the dynamic nature of the communications
equipment industry, ADC has sought and intends to continue to seek
acquisitions and alliances that will: (i) add key technologies that
ADC can leverage across its businesses, (ii) broaden its product
offerings, (iii) permit the Company to enter attractive new markets
and (iv) expand or enhance its distribution channels. During 1998,
ADC announced the following acquisitions: (a) Teledata, a supplier of
advanced wireline and wireless customer access network equipment for
telephone operating companies; (b) W.E. Tech, Inc. ("W.E. Tech"), a
provider of systems integration services; (c) Princeton Optics, a
supplier of fiber optic components; (d) Hadax Electronics, Inc., a
company with remote network test and access products and technology;
and (e) TeleProcessing Products, Inc. ("TPI"), a provider of service
access solutions for business broadband applications.

The ability of the Company to implement its strategy effectively is
subject to many uncertainties, and there can be no assurance of any future
results of the Company's activities.

PRODUCT GROUPS

The Company's systems and integration solutions are divided in four
groups: (1) Broadband Connectivity; (2) Business Broadband; (3) Residential
Broadband; and (4) Integrated Solutions. Each of these groups is described
below.

BROADBAND CONNECTIVITY

Broadband Connectivity products are designed for use in twisted-pair,
coaxial, fiber optic or wireless transmission networks and are sold to both
public and private global service providers. ADC's broadband connectivity
products provide the physical contact points for connecting different
communications system components and gaining access to communications system
circuits for the purpose of installing, testing, monitoring, managing,
reconfiguring, splitting and multiplexing such circuits within global public
and private networks, generally in the local loop portion of such networks.
Broadband Connectivity products include network access/connection devices for
twisted-pair and coaxial networks, network access/connection devices for
fiber optic networks, modular fiber optic cable routing systems, outside
plant cabinets and other enclosures, and wireless infrastructure equipment
and subsystems. The Company's Broadband Connectivity products are sold to
the RBOCs, other telephone companies, long distance carriers, other public
network providers (including cable TV operators and wireless service
providers), international network operators, private network providers and
communications OEMs.

JACKS, PLUGS, PATCH CORDS, JACKFIELDS AND PATCH BAYS. Jacks and plugs
are the basic components used to gain access to copper communications
circuits for testing and maintenance. Patch cords are wires or cables with a
plug on each end. ADC incorporates its jacks, plugs and patch cords into its
own products and also sells them in component form, primarily to OEMs. A
jackfield is a module containing an assembly of jacks wired to terminal
blocks or

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connectors and used by communications companies to gain access to copper
communication circuits for testing or patching the circuits. When testing a
large number of circuits, series of jackfields are combined in specialized
rack assemblies called patch bays. ADC manufactures a range of jackfields
and patch bays in various configurations. Certain of these jackfields are
specialized for use in audio and visual transmission networks in the
broadcast industry.

DSX PRODUCTS. ADC manufactures digital signal cross-connect (DSX)
modules and bays, which are jackfields and patch bays designed to gain access
to and cross-connect digital copper circuits for voice, data and video
transmission. Since the introduction of DSX products in 1977, the Company has
continued to expand and refine its DSX product offerings. The Digital
Distribution Point (DDP) family of products within the DSX product group are
mechanical alternatives to hard-wiring equipment used for cable management
and circuit access with software based, electronic digital cross-connect
systems. With the acquisition of Hadax Electronics, ADC has added remote
test access capability to its DSX products. This capability enables service
providers to monitor high capacity circuit performance at unstaffed sites
such as carrier collocation points.

TERMINAL BLOCK AND FRAME PRODUCTS. ADC manufactures a wide variety of
terminal blocks which are molded plastic blocks with contact points used to
facilitate multiple wire interconnections. The Company's cross-connect
frames are terminal block assemblies used to connect the external wiring of a
communications network to the internal wiring of a telephone operating
company central office or to interconnect various pieces of equipment within
a telephone company central office or at a customer's premises.

VIDEO SIGNAL DISTRIBUTION PRODUCTS. ADC's series of Video Signal
Distribution (VSD) products are designed to meet the unique performance
requirements of Radio Frequency (RF) video transmission over coaxial cable.
This product family includes a series of splitter/combiner panels, a series
of video jacks and panels which monitor, patch and provide a test access
point and an analog video interface system panel designed for on-demand
testing.

FIBER OPTIC PATCH CORDS. Fiber optic patch cords are functionally
similar to copper patch cords and are the basic components used to gain
access to fiber communications circuits for testing, maintenance,
cross-connection and configuration purposes. The Company's LightTracer-TM-
fiber optic patch cords provide immediate identification of fiber optic
connections. ADC's new LX.5 fiber connector doubles the capacity of fiber
termination equipment by allowing two fibers to fit into the standard SC
adapter footprint. The Company incorporates its fiber optic patch cords and
cable assemblies into its own products and also sells them in component form.

FIBER DISTRIBUTION FRAMES. The Company's fiber distribution panels and
frames are functionally similar to copper jackfields and frames designed with
special considerations of fiber optic properties. They also provide
interconnection points between fiber optic cables entering a building and
fiber optic cables connected to fiber optic equipment within the building.

FIBER OPTIC COMPONENTS. ADC's Australian subsidiary, AOFR Pty. Ltd.,
sells fiber optic couplers which are passive connection devices used in fiber
optic transmission systems. Fiber optic couplers, which include optical
splitters and wavelength division multiplexers, enable efficient and
cost-effective deployment of broadband networks. ADC also sells Dense
Wavelength Division Multiplexing (DWDM) components such as splitters and
multiplexers which are designed with special considerations of fiber optic
properties. These products increase the channel capacity of fiber optic
cabling systems in multiples of four. ADC currently is selling four-channel
and eight-channel components and has recently introduced 16-channel and
32-channel components. ADC's acquisition of Princeton Optics broadened ADC's
optic components product line by adding optical isolators and circulators and
related technology. Isolators function as one-way optical check valves that
protect lasers and other elements from reflective light. Circulators are
devices that carry a light signal from one port to the next in the forward
direction only.

OTHER FIBER OPTIC PRODUCTS. The Company's FiberGuide-Registered
Trademark-system is a modular routing system which provides a segregated,
protected method of storing and routing fiber patch cords and cables within
buildings.

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WIRELESS INFRASTRUCTURE EQUIPMENT AND SUBSYSTEMS. ADC designs,
manufactures and markets radio frequency (RF) filters, SMARTop-TM- tower-top
amplifiers and other wireless base station and subscriber equipment
components and subsystems through its ADC Solitra Oy subsidiary located in
Finland. These products are sold primarily to wireless OEMs.

BROADBAND SOFTWARE INFRASTRUCTURE MANAGEMENT SOLUTIONS. ADC has
developed a number of software products which provide management of fiber
optic infrastructure connectivity, geographical tracking of equipment, cables
and other network elements in the telephone company central office, cable TV
company headend and outside plant portion of those networks.

CITYWIDE-TM- PRODUCTS. The Company's family of CityWide wireless
systems products includes the CityCell-Registered Trademark- and
CityLink-Registered Trademark- wideband digital microcells and repeaters for
adding and extending cellular communication coverage, both out-of-doors and
in-building. The CitySector-Registered Trademark- microcell is a sectorized
microcell offering 25 to 100 watts of RF power per sector. CityWide products
are transparent to analog or digital modulation, and products have been
commercially deployed by five of seven major U.S. cellular network providers.
The Company's analog wideband CityCell microcell utilizes T1 copper
transport rather than fiber transport. The Company has under development PCS
versions of its CityRFX-Registered Trademark- cellular indoor antenna
distribution systems. The Company also offers advanced intelligent network
solutions for its CityWide product family with the CityLink CDMA and GSM
repeaters as well as other GSM system products.

BUSINESS BROADBAND PRODUCTS

Business Broadband products enable carriers to deliver voice,
Internet/data and video services to their business customers. Products
include Loop Transport Platforms (including Soneplex-Registered Trademark-
and Cellworx-TM- products) as well as a broad family of public access devices
(including the Kentrox family of DSU/CSUs and ATM access concentrator
products, EZT1/EZT3-TM- multiplexers and Opera and ICX Integrated Access
Devices). Business Broadband products also include internetworking products
and data network management equipment.

SONEPLEX AND CELLWORX PRODUCTS. Soneplex is a carrier-class,
intelligent loop access platform enabling Incumbent Local Exchange Carriers
and Competitive Local Exchange Carriers to deliver T1/E1-based services over
copper or fiber facilities. Soneplex integrates functions and capabilities
that reduce a carrier's capital and operating costs of delivering T1/E1-based
services. Cellworx represents a next-generation OC-12/48 SONET/SDH transport
product which integrates ATM and SONET/SDH technologies. Where Soneplex is
centered on T1/E1-based service delivery, Cellworx is a broad-based service
delivery infrastructure product aimed at reducing a carrier's capital and
operating costs of delivering the full range of high speed to low speed
services over copper or fiber facilities.

In late 1998, ADC received its first international order for its new
Cellworx-TM- Service Transport Node (STN) from Dual Zentrum, a value-added
network integrator that has agreed to distribute Cellworx in the eastern part
of Germany. Cellworx, which is currently being tested in three separate
trials in the United States, is expected to reduce broadband service delivery
costs substantially compared to costs incurred in using existing SONET and
ATM products. Cellworx uses ATM technology to deliver and aggregate voice,
video and Internet/data traffic over SONET fiber ring architectures. Like
Soneplex, Cellworx extends communications services over fiber and copper
facilities using HDSL and ADSL.

CUSTOMER LOCATED AND CUSTOMER PREMISE DEVICES. ADC's Business Broadband
products include Customer Located Devices (which are part of the carrier's
network) as well as Customer Premise Devices (which are owned by the
carrier's business customer). These stand-alone products can work in
conjunction with Soneplex or Cellworx or with other vendors' transport
systems. They include T1/E1 multiplexers (offering a variety of voice, data
and video interfaces), T3/E3 multiplexers and ATM access concentrators.

PUBLIC NETWORK ACCESS EQUIPMENT. The Company manufactures a family of
Channel Service Unit (CSU) and Data Service Unit (DSU) products which are
used to digitally interconnect the public network and the private network.

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This equipment monitors circuits and provides system protection and other
network management functions. Certain of these products also enable the
customer to test the performance of its voice network and allow connection of
voice, data and video circuits. These products support T1, T3 (44.6 million
bits per second) and OC3 (155 million bits per second) services and a variety
of data protocols, including Frame Relay, Switched Multi-megabit Data Service
(SMDS), ATM, ISDN, HDSL and the Internet protocols. The Company's AAC-1-TM-
and AAC-3-TM- ATM access concentrators adapt, aggregate, multiplex and manage
all voice, data and video signals in various speeds, technologies and
protocols for transport over T1, E1, T3 and E3 speed ATM networks. The
Company sells several remote access and routing products, some of which are
specifically designed for Internet access. The Company has entered into
agreements with other ATM equipment suppliers providing for the joint
marketing of and integration of ADC's ATM adaptation and concentration
technologies into the ATM switching and routing products manufactured by such
companies. The Company's EZT, ICX and Opera products support a wide range of
customer interfaces and applications which enable service providers to
deliver many network services simultaneously in a cost-effective manner.

INTERNETWORKING PRODUCTS. Internetworking products include fiber optic
backbones used to transport high speed multiple voice, data and video signals
simultaneously over private networks and link Local Area Networks (LANs),
mainframes, minicomputers, personal computers, telephone systems and video
equipment with diverse protocols within private networks or over the public
network; intelligent wiring hub products which interconnect workstations,
personal computers and terminals, utilizing many different LAN protocols and
types of cables; and network management systems.

PATCHSWITCH SYSTEM AND PATCHMATE-TM- MODULE. The Company's PatchSwitch
system is a data network management product which provides access to and
monitors, tests and reconfigures digital data circuits and permits local or
remote switching to alternate circuits or backup equipment. This system is
modular, permitting the user to select and combine the particular functions
desired in a system. The PatchMate module is a manually operated
electromechanical device used to gain access to the network in order to
monitor, test and reconfigure digital data circuits.

RESIDENTIAL BROADBAND PRODUCTS

Residential Broadband products offer digital transport systems that
enable cable TV operators to economically transport high-speed digital
signals for two-way voice, video and Internet/data services to residences and
businesses, primarily through the Company's Homeworx-TM- access transport
platform and DV6000-TM- system. Residential Broadband products also include
equipment manufactured and supplied by ADC's Teledata subsidiary.

HOMEWORX ACCESS TRANSPORT PLATFORM. The Homeworx system has been
designed for deployment on video-only, telephony-only and integrated video,
telephony and data broadband networks provided by telephone operating
companies, cable TV operators and other communications common carriers.
Homeworx access transport platform utilizes Hybrid Fiber Coax (HFC)
technology.

On November 30, 1998, ADC and Cisco Systems ("Cisco") announced an
alliance to develop Internet Protocol (IP) telephony and data products for
cable TV operators using ADC's Homeworx-TM- system and Cisco's NetWorks
Internet technologies. ADC and Cisco are also jointly developing products
for the delivery of digital video and advanced data services. These products
will combine ADC's DV6000-TM- video transmission system and EtherRing-TM-
data transmission system with Cisco's networking products and technologies,
including the Cisco 12000 Gigabit Switch Router, the Catalyst 8500 Switch
router and Cisco's family of Universal Broadband Routers.

DV6000-TM- AND OTHER FIBER VIDEO DELIVERY EQUIPMENT. The Company's
DV6000 system transmits a variety of signal types using a high-speed,
uncompressed digital format (at speeds up to 10 billion bits per second, with
capacity of up to 64 channels) over fiber in the super trunking portions of
broadcast and interactive video networks. The Company also designs a line of
870 MHZ analog fiber optics transmitter and node products for the cable TV
industry. These products are being widely deployed in the US and around the
world by cable TV operators who are upgrading their plant to carry the full
suite of two-way service over Hybrid Fiber/Coaxial plant, including digital
interactive video, Internet/data and voice.

-9-

TELEDATA PRODUCTS. In November 1998, ADC acquired Teledata. Teledata's
products enable telephone operating companies to enhance the capacity, reach
and functionality of the local loop. Teledata's product portfolio currently
consists of a family of digital loop carriers and wireless local loop access
solutions. Teledata's digital loop carriers include the following: the
BroadAccess-TM- family of compact and flexible future generation DLCs, which
provide voice and data services for digital networks of clusters of 60 to 480
subscribers and consist of the DCS-30 (formerly known as the TDLC 30), the
DCS-20F and the DCS-20T; the DCS-20E multiplexer and cross-connect system
that allows telephone operating companies to connect from 120 to 480
subscribers to the local exchange; the TIMUX access multiplexer that enables
the connection of groups of 30 to 150 subscribers to the local exchange; and
the CTLOOP digital "pair-gain" system that allows the connection of groups of
up to 10 subscribers to the local exchange without additional investment in
infrastructure. The ERC digital wireless local loop point to multi-point
system connects up to 960 subscribers using base stations, each of which
serves subscribers within a 50 kilometer radius.

WIRELESS CABLE AND BROADCAST TV TRANSMISSION EQUIPMENT. The Company
supplies the products to wireless cable and TV broadcast market through its
ITS subsidiary. ITS designs and manufactures television transmission
products for these markets, including transmitters, combiners, back-up
equipment and antennas to wireless cable operators for MMDS. ITS's wireless
products have enabled ADC to leverage the Homeworx platform into other
residential broadband applications.

INTEGRATED SOLUTIONS

ADC provides services that integrate both ADC and other complementary
products in communications networks. ADC also supplies systems integration
and network management software.

SYSTEMS INTEGRATION SERVICES. Systems integration services consist of
project management, technical consulting and design, implementation,
reliability, performance and training services. System integration services
support ADC as well as multi-vendor solutions. The Company provides its
systems integration services and software primarily to telephone operating
companies, cable TV companies, other common carriers and users of private
communications networks. In 1998, ADC acquired W.E. Tech in order to expand
its systems integration services business in North America.

SYSTEMS INTEGRATION PRODUCTS. ADC's systems integration products
consist of multimedia systems designed for integrated voice, Internet/data
and video applications, including distance learning, business, medical and
government networks. These products are sold primarily to telephone
operating companies, cable TV operators, other communications common carriers
and users of private telecommunications networks. ADC also provides
SoftXchange-TM- network management software and operations and business
support system services.

WIRELESS PERFORMANCE AND NETWORK MANAGEMENT SOFTWARE. Through ADC's
London-based subsidiary, ADC Metrica, the Company designs and sells
communications network performance management software. ADC Metrica's
software platforms are used in the infrastructure management systems of
wireless and wireline public network operators throughout the world.

INTELLIGENT NETWORK SOFTWARE. Through ADC NewNet, a wholly owned
subsidiary of ADC, the Company supplies intelligent network
telecommunications software, including Signaling Systems 7 (SS7) technology
and wireless intelligent network products (such as short messaging servers).

SALES AND MARKETING

ADC sells its products to customers in three primary markets: (i) the
United States public communications network market, which consists of all
five of the RBOCs, other telephone companies, long distance carriers,
wireless service providers, cable TV operators and other domestic public
network providers; (ii) the private and governmental voice, data and video
network market in the United States, such as various large business customers
and

-10-

governmental agencies that own and operate their own voice, data and video
networks for internal use; and (iii) the international public and private
network market. The U.S. public, U.S. private and governmental and
international market segments accounted for 74%, 6% and 20%, respectively, of
the Company's net sales for the year ended October 31, 1998; 73%, 6% and 21%,
respectively, of the Company's net sales for the year ended October 31, 1997;
and 71%, 8% and 21%, respectively, of the Company's net sales for the year
ended October 31, 1996. The Company also sells product for each of these
customer groups to communications OEMs.

Purchases of products by public network providers and the OEMs which
supply such companies accounted for the largest portion of the Company's net
sales. The Company's business broadband and residential broadband
transmission systems and broadband connectivity products for public network
providers are primarily located in central transmission facilities (such as
telephone company network central offices, cable TV company network
supertrunks and headend offices, and wireless network global switching
centers and base stations, all of which contain the equipment used in
switching and transmitting incoming and outgoing circuits). Increasingly,
portions of the Company's business broadband and residential broadband
transmission systems are located in the public network outside plant
facilities (outside the central transmission buildings) and on customers'
premises. The Company's private and governmental network customers generally
purchase the Company's enterprise-wide communications systems and public
network access equipment for installation in the networks located at their
premises.

The Company also markets its products outside the United States
primarily to telephone operating companies and cable TV operators for public
communications networks located in Canada, Europe, the Pacific Rim, Australia
and Central and South America.

A majority of the Company's sales are made by a direct sales force, and
the Company maintains sales offices throughout the United States as well as
in Canada, Europe, the Pacific Rim, Australia and Central and South America.
The Company's products are sold in the United States by several sales offices
located throughout the country, as well as through dealer organizations and
distributors. The Company's products are sold outside the United States by
several field sales offices and by independent sales representatives and
distributors, as well as through United States public and private network
providers who also distribute outside the United States.

The Company has a customer service group that supports field sales
personnel and is responsible for application engineering, customer training,
entering orders and supplying delivery status information, and a field
service engineering group that provides on-site service to customers.

RESEARCH AND DEVELOPMENT

The Company believes that its future success depends on its ability to
adapt to the rapidly changing communications environment, to maintain its
significant expertise in core technologies and to continue to meet and
anticipate its customers' needs. The Company continually reviews and
evaluates technological changes affecting the communications market and
invests substantially in applications-based research and development. The
Company intends to continue an ongoing program of new product development
that combines internal development efforts with acquisitions, joint ventures
and licensing or marketing arrangements relating to new products and
technologies from sources outside the Company.

In recent years, increasingly significant portions of new communications
equipment purchased by public network providers and private network customers
have employed fiber-optic transmission, digital, integrated circuit, wireless
and broadband copper-based technologies for residential, business and
wireless local loop applications. In the future, these communications
network equipment purchasing trends will include increasingly sophisticated,
software-intensive, switching and network management systems. As a result,
the Company's internal and external product development activities are
primarily directed at the following areas: (i) the integration of fiber
optic technology into additional products; (ii) the continuing development of
its Homeworx system for telephony, data and integrated video, telephony and
Internet/data applications; (iii) the development of network systems
software; (iv) the continuing development of its Soneplex and Cellworx
systems for integrated voice, Internet/data and video applications; (v) the
continuing development of wireless products; (vi) the incorporation of ATM
technology into voice, data and video

-11-

products for both public and private communications networks; and (vii) the
addition of video compression technology to its product line.

New product development often requires long-term forecasting of market
trends, development and implementation of new processes and technologies and
a substantial capital commitment. As a result of these and other factors,
development and customer acceptance of new products is inherently uncertain,
and there can be no assurance that such products will be developed on a
timely basis or achieve market acceptance.

COMPETITION

Competition in the communications equipment industry is intense, and the
Company believes that competition may increase substantially with the
deployment of broadband networks and regulatory changes. Many of the
Company's foreign and domestic competitors have more extensive engineering,
manufacturing, marketing, financial and personnel resources than those of the
Company. The Company's Broadband Connectivity products are competitive with
products offered by several other companies, including Lucent Technologies,
Siecor and Telect. The Company's principal competitors in the Business
Broadband market are Pairgain Technologies, Adtran and 3COM. The Company's
Residential Broadband products are competitive with the products offered by
numerous other companies, including General Instrument, Scientific-Atlanta
and ANTEC. In the Systems Integration services and product market, the
Company competes with Lucent Technologies, Nortel and Andersen Consulting.
In addition, the Company faces increasing competition from a number of other
smaller competitors, none of which is dominant at this time.

The rapid technological developments within the communications industry
have resulted in frequent changes to the Company's group of competitors. The
Company believes its success in competing with other manufacturers of
communications products depends primarily on its engineering, manufacturing
and marketing skills, the price, quality and reliability of its products and
its delivery and service capabilities. While the market for the Company's
products has not historically been characterized by significant price
competition, the Company may face increasing pricing pressures from current
and future competitors in certain or all of the markets for its products.

The Company believes that technological change, the increasing addition
of Internet/data, video and other services to integrated multimedia networks,
continuing regulatory change and industry consolidation or new entrants will
continue to cause rapid evolution in the competitive environment of the
communications equipment market, the full scope and nature of which are
difficult to predict at this time. Increased competition could result in
price reductions, reduced margins and loss of market share by the Company.
The Company believes industry regulatory change may create new opportunities
for suppliers of communications equipment. The Company expects, however,
that such opportunities may attract increased competition from others as
well. In addition, the Company expects that Lucent Technologies will
continue to be a major supplier to the RBOCs, and compete more extensively
outside the RBOC market. The Company also believes that the rapid
technological changes which characterize the communications industry will
continue to make the markets in which the Company competes attractive to new
entrants. There can be no assurance that the Company will be able to compete
successfully with its existing or new competitors or that competitive
pressures faced by the Company will not materially and adversely affect its
business, operating results or financial condition.

MANUFACTURING AND SUPPLIES

The Company manufactures a wide variety of products which are
fabricated, assembled and tested in its own facilities or in subcontracted
facilities. In an effort to reduce costs, the Company also takes advantage
of off-shore assembly and sourcing. The manufacturing process for the
Company's electronic products consists primarily of assembly and testing of
electronic systems built from fabricated parts, printed circuit boards and
electronic components. The manufacturing process for the Company's
electromechanical products consists primarily of fabrication of jacks, plugs,
and other basic components from raw materials, assembly of components and
testing. The Company's sheet metal, plastic molding, stamping and machining
capabilities permit the Company to configure components to customer
specifications.

-12-

The Company purchases raw materials and component parts, consisting
primarily of copper wire, optical fiber, steel, brass, nickel-steel alloys,
gold, plastics, printed circuit boards, solid state components, discrete
electronic components and similar items, from several suppliers. Although a
few of the components used by the Company are single sourced, the Company has
experienced no significant difficulties to date in obtaining adequate
quantities of these raw materials and component parts. This circumstance
could change in the future, however, and the Company cannot be sure that the
quantity or quality of raw materials and component parts will be as readily
available in the future.

PROPRIETARY RIGHTS

The Company owns a number of United States and foreign patents relating
to its products. These patents, in the aggregate, constitute a valuable
asset of the Company. The Company, however, believes that its business is
not dependent upon any single patent or any group of related patents.

The Company has registered the initials ADC alone and in conjunction
with specific designs as trademarks in the United States and various foreign
countries.

EMPLOYEES

As of October 31, 1998, there were approximately 8,000 persons employed
by the Company. The Company considers relations with its employees to be
good.

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

Certain portions of this Form 10-K, including "Business" herein and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" incorporated herein by reference, contain various
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking statements
represent the Company's expectations or beliefs concerning future events,
including the following: any statements regarding future sales and other
results of operations, any statements regarding the continuation of
historical trends, any statements regarding the sufficiency of the Company's
cash balances and cash generated from operating and financing activities for
the Company's future liquidity and capital resource needs, any statements
regarding the effect of regulatory changes and any statements regarding the
future of the communications industry or the Company's business. The Company
cautions that any forward-looking statements made by the Company in this
report or in other announcements made by the Company are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including, without limitation, the
factors set forth on Exhibit 99-a to this Form 10-K.

ITEM 2. PROPERTIES

The Company's corporate headquarters are currently located in four
leased buildings in Minnetonka, Minnesota comprising an aggregate of
approximately 286,400 square feet. Leases for the Company's headquarters
buildings expire at different times through 2001.

The Company owns a manufacturing facility and an adjacent
distribution facility in Shakopee, Minnesota that comprises approximately
372,000 square feet. The Company also owns approximately 89 acres of
undeveloped land in Eden Prairie, Minnesota.

The Company also owns and leases a variety of other facilities for
the Company's manufacturing, development, distribution, warehousing, sales
and other activities. These facilities, including sales offices, are located
in various countries, including the United States, Argentina, Australia,
Belgium, Canada, China, Finland, Germany, India, Israel, Korea, Malaysia,
Mexico, the Philippines, Singapore, Thailand, the United Kingdom and
Venezuela.

-13-

The Company believes that the facilities used in its operations and
currently under development are suitable for their respective uses and
adequate to meet the Company's current needs.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.

-14-

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

Name Office Officer Since Age
- ---- ------ ------------- ---

William J. Cadogan Chairman of the Board of 1987 50
Directors, President, Chief
Executive Officer and Chief
Operating Officer
Lynn J. Davis Senior Vice President, 1984 51
President, Broadband
Connectivity Group
William L. Martin Senior Vice President, 1994 51
III President, Business Broadband
Group
Vivek Ragavan Senior Vice President, 1996 46
President, Residential
Broadband Group
John A. Schofield Senior Vice President, 1996 50
President, Integrated
Solutions Group
Robert W. Switz Senior Vice President, Chief 1994 52
Financial Officer
Darryl E. Ponder Vice President, Business 1997 38
Development
Charles T. Roehrick Vice President, Controller 1995 44

The Company's executive officers were last elected as executive officers
by the Board of Directors on February 24, 1998. Messrs. Cadogan and Davis
have served in various capacities with the Company for more than five years.
Biographical information regarding the other named officers is set forth
below:

Mr. Martin joined the Company in September 1994. From 1990 until such
time, he was employed by Ascom Timeplex, a manufacturer of data and
telecommunications equipment, most recently as Vice President, Technical
Marketing. His previous positions included Vice President, China Business
Development and Vice President, U.S. Sales. From 1987 to 1990, he was the
Chief Executive Officer of Broadband Telesystems when that company was
acquired by Ascom Timeplex.

Mr. Ragavan joined the Company in January 1996. From November 1991
until such time, he was employed by General Instrument Corp., a manufacturer
of analog and digital settops and broadband transmission equipment, as Vice
President of Engineering. From January 1980 to November 1991, he was Vice
President of Engineering for COMSAT Technology Products, a manufacturer of
satellite based voice and data communications systems. Mr. Ragavan has
announced that he plans to resign from the Company in January 1999.

Mr. Schofield originally joined the Company in October 1992 and was
employed by the Company until July 1995. After holding the position of Vice
President, International Sales and Marketing of DSC Communications between
July and October of 1995, he returned to the Company in October 1995. Prior
to such time, he was Managing Director for Asia Pacific/Latin America. He
was Senior Vice President, Sales and Marketing at Telex Communications, Inc.,
a manufacturer and marketer of electronic audio communications devices, from
1990 to 1992. He held several Vice President positions at Memorex Telex
Corporation, a manufacturer and marketer of computer terminal and peripheral
equipment, most recently as Vice President and General Manager, Airline and
Systems Business Group.

Mr. Switz joined the Company in January 1994. Prior to such time, he
was employed by Burr-Brown Corporation, a manufacturer of precision
micro-electronics, from 1988, most recently as Vice President, Chief
Financial Officer and Director, Ventures and Systems Business.

-15-

Mr. Ponder joined the Company in November 1997. From January 1992 to
November 1997, he was employed by Alcatel, a manufacturer of
telecommunications and multimedia equipment. Mr. Ponder served in various
capacities with Alcatel, must recently in the position of Senior Director of
Marketing and Business Development.

Mr. Roehrick joined the Company in January 1995. Prior to such time he
was employed by Cray Research, Inc., a manufacturer of large scale computers,
most recently as Controller. From 1992 to 1993, he was Assistant Controller
of Cray Research, and from 1989 to 1991, he was Director of Accounting for
that company.

-16-

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The section entitled "Quarterly Stock Prices" of the Company's
Annual Report to Shareholders for the fiscal year ended October 31, 1998 (the
"Annual Report") is incorporated herein by reference. This section is also
included on Exhibit 13-a to this Form 10-K, as filed with the Securities and
Exchange Commission (the "SEC" or the "Commission").

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The summary of certain consolidated statement of income and balance
sheet information for the eleven years ended October 31, 1998 included in the
Annual Report is incorporated herein by reference. This information is also
included on Exhibit 13-a to this Form 10-K, as filed with the SEC. Such
summary information should be read in conjunction with the consolidated
financial statements and notes thereto incorporated by reference in Item 14
of this Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview," "--Recent
Acquisitions and Related Charges," "Results of Operations," "Liquidation and
Capital Resources" and "Year 2000 Matters" in the Annual Report is
incorporated herein by reference. This section is also included in Exhibit
13-a to this Form 10-K, as filed with the SEC.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Risk Management" in the Annual
Report is incorporated herein by reference. This section is also included in
Exhibit 13-a to this Form 10-K, as filed with the SEC.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and notes thereto included in
the Annual Report are incorporated herein by reference. These financial
statements are also included on Exhibit 13-a to this Form 10-K, as filed with
the SEC.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

-17-

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The sections entitled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's definitive proxy
statement for its 1998 Annual Meeting of Shareholders to be filed with the
Commission on or before February 24, 1998 (the "Proxy Statement") are
incorporated herein by reference. The section entitled "Executive Officers
of the Registrant" in Item 4 of this Form 10-K is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The section entitled "Executive Compensation" in the Proxy
Statement is incorporated herein by reference (except for the information set
forth under the subcaption "Compensation and Organization Committee Report on
Executive Compensation," which is not incorporated herein).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The section entitled "Security Ownership of Certain Beneficial
Owners and Management" in the Proxy Statement is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

-18-

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K

(a) 1. Financial Statements

The following consolidated financial statements of the Company are part
of this report and are found on the pages of the Annual Report indicated
below and incorporated herein by this reference. These financial statements
are included on Exhibit 13-a to this Form 10-K, as filed with the SEC.

Page Reference
in the Annual
Report to Shareholders
----------------------

Management's Responsibility for Financial Reporting................. 26

Report of Independent Public Accountants............................ 26

Consolidated Statements of Income for the years ended
October 1998, 1997 and 1996....................................... 27

Consolidated Balance Sheets as of October 31, 1998 and 1997......... 28

Consolidated Statements of Shareowners' Investment for
the years ended October 31, 1998, 1997 and 1996................... 29

Consolidated Statements of Cash Flows for the years
ended October 31, 1998, 1997 and 1996............................. 30

Notes to Consolidated Financial Statements.......................... 31

Eleven-Year Financial Summary for the years ended October 31,
1988 through October 31, 1998 (Unaudited)......................... 42

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting
regulations of the Commission have been omitted as not required or not
applicable, or the information required has been included elsewhere by
reference in the financial statements and related notes.

3. Listing of Exhibits

Exhibit
Number Description
- ------- -----------

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

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

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

-19-

Exhibit
Number Description
- ------- -----------

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

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

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

10-a* Stock Option and Restricted Stock Plan, restated as of January 26,
1988. (Incorporated by reference to Exhibit 10-a to the Company's
Quarterly Report on Form 10-Q for the quarter ended April 30, 1988.)

10-b* Amendment to Stock Option and Restricted Stock Plan dated as of
September 26, 1989. (Incorporated by reference to Exhibit 10-e to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1989.)

10-c* ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended.
(Incorporated by reference to Exhibit 10-c to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1996).

10-d* Addendum dated February 24, 1998 to ADC Telecommunications, Inc. 1991
Stock Incentive Plan. (Incorporated by reference to Exhibit 10-Q to
the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998.)

10-e* Business Development Management Incentive Plan Document - Directors
and Above Fiscal Year 1997. (Incorporated by reference to Exhibit
10-a to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1997.)

10-f* Business Unit Management Incentive Plan Document - Directors and
Above Fiscal Year 1997. (Incorporated by reference to Exhibit 10-d
to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)

10-g* Corporate Management Incentive Plan Document - Directors and Above
Fiscal Year 1997. (Incorporated by reference to Exhibit 10-e to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1996.)

10-h* International Management Incentive Plan Document Fiscal Year 1997.
(Incorporated by reference to Exhibit 10-f to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1998.)

10-i* Business Development Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-t of the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-j* Business Unit Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-q to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-k* Corporate Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-r to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-l* International Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-s to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

-20-

Exhibit
Number Description
- ------- -----------

10-m* Business Unit Management Incentive Plan Fiscal Year 1999.

10-n* Corporate Management Incentive Plan Fiscal Year 1999.

10-o* Executive Incentive Exchange Plan Fiscal Year 1997. (Incorporated by
reference to Exhibit 10-q to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1996.)

10-p* Executive Incentive Exchange Plan Fiscal Year 1998. (Incorporated by
reference to Exhibit 10-u to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1997.)

10-q* Executive Incentive Exchange Plan Fiscal Year 1999.

10-r* Supplemental Executive Retirement Plan Agreement for William J.
Cadogan, dated as of November 1, 1990, between ADC Telecommunications,
Inc. and William J. Cadogan, as amended. (Incorporated by reference
to Exhibit 10-u to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1996.)

10-s* ADC Telecommunications, Inc. Change in Control Severance Pay Plan
Statement and Summary Plan Description. (Incorporated by reference to
Exhibit 10-q to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1989.)

10-t* First Amendment of ADC Telecommunications, Inc. Change in Control
Severance Pay Plan Statement and Summary Plan Description, effective
July 22, 1997. (Incorporated by reference to Exhibit 10-x to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1997.)

-21-

Exhibit
Number Description
- ------- -----------

10-u* Compensation Plan for Directors of ADC Telecommunications, Inc.,
restated as of December 31, 1988. (Incorporated by reference to
Exhibit 10-b to the Company's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1989.)

10-v* First Amendment of the Compensation Plan for Directors of ADC
Telecommunications, Inc. restated as of December 31, 1988.
(Incorporated by reference to Exhibit 10-s to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1989.)

10-w* ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
as amended. (Incorporated by reference to Exhibit 10-aa to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1997.)

10-x* ADC Telecommunications, Inc. Deferred Compensation Plan, dated as of
November 1, 1978, as amended. (Incorporated by reference to Exhibit
10-aa to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)

10-y* Second Amendment of ADC Telecommunications, Inc. Deferred Compensation
Plan, dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-b to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-z* ADC Telecommunications, Inc. Pension Excess Plan, dated as of January
1, 1985, as amended. (Incorporated by reference to Exhibit 10-bb to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)

10-aa* Second Amendment of ADC Telecommunications, Inc. Pension Excess Plan,
dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-a to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-bb* ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of September
1, 1990, as amended. (Incorporated by reference to Exhibit 10-cc to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)

10-cc* Third Amendment of ADC Telecommunications, Inc. 401(k) Excess Plan,
dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-c to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-dd Lease Agreement, dated August 21, 1990, between Minnetonka Corporate
Center I Limited Partnership and ADC Telecommunications, Inc.
(Incorporated by reference to Exhibit 10-x to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990.)

10-ee Lease Agreement, dated October 26, 1990, between Lutheran Brotherhood
and ADC Telecommunications, Inc. (Incorporated by reference to
Exhibit 10-w to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1990.)

10-ff Sublease Agreement, dated October 31, 1990, between Seagate
Technology, Inc. and ADC Telecommunications, Inc. (Incorporated by
reference to Exhibit 10-y to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1990.)

-22-

Exhibit
Number Description
- ------- -----------

10-gg Sublease, dated as of February 21, 1995, between Seagate Technology,
Inc. and ADC Telecommunications, Inc. (Incorporated by reference to
Exhibit 10-a of the Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1995.)

10-hh Extension of Lease, dated December 7, 1995, between ADC
Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
facility located at 5900 Clearwater Drive, Minnetonka Corporate
Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
10-w to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996.)

10-ii Extension of Lease, dated December 7, 1995, between ADC
Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
facility located at 5950 Clearwater Drive, Minnetonka Corporate
Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
10-x to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996.)

10-jj Stock Purchase Agreement, dated July 1, 1996, by and between ADC
Telecommunications, Inc., ADC Mersum Oy and the Shareholders of ADC
Solitra Oy. (Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated July 1, 1996.)

10-kk Conduit Facility, Transfer and Revolving Credit Agreement, dated as of
November 24, 1998, by and among ADC Telecommunications, Inc., Windmill
Funding Corporation, Amsterdam Funding Corporation, ABN AMRO Bank
N.V., and certain other financial institutions.

13-a Portions of the 1998 Annual Report to Shareholders.

21-a Subsidiaries of the Company.

23-a Consent of Independent Public Accountants to the incorporation of
their report dated November 25, 1997, included in this Form 10-K, into
the Company's previously filed Registration Statements, File Nos.
2-83584, 33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407,
33-58409, 33-59445, 333-02133, 333-04481, 333-07309, 333-15283,
333-25241, 333-25569, 333-25623, 333-32023, 333-37419, 333-37619,
and 333-66169.

24-a Power of Attorney.

27-a Financial Data Schedule for the fiscal year ended October 31, 1998.

27-b Restated Financial Data Schedule for the fiscal year ended October 31,
1997.

99-a Cautionary Statement regarding Forward-Looking Statements.

There have been excluded from the exhibits filed with this report instruments
defining the rights of holders of long-term debt of the Company where the
total amount of the securities authorized under such instruments does not
exceed 10% of the total assets of the Company. The Company hereby agrees to
furnish a copy of any such instruments to the Commission upon request.

(b) Current Report on Form 8-K dated September 16, 1998, filed on
September 16, 1998, in connection with the Company's press release
dated September 16, 1998 announcing the acquisition of Teledata
Communications, Ltd.

-23-

Exhibit
Number Description
- ------- -----------

Current Report on Form 8-K dated November 5, 1998, filed on November
20, 1998, to report the consummation of the acquisition of Teledata
Communications, Ltd.

(c) See Exhibit Index and Exhibits attached to this Form 10-K.

(d) See Item 14(a)(3) above.

_________________
* Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K.

-24-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ADC TELECOMMUNICATIONS, INC.

Dated: December 31, 1998 By: /s/ William J. Cadogan
----------------------------------
William J. Cadogan
Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/ William J. Cadogan Chairman of the Board, Dated: December 31, 1998
- ---------------------- President and
William J. Cadogan Chief Executive Officer
(principal executive officer)

/s/ Robert E. Switz Senior Vice President, Dated: December 31, 1998
- ---------------------- Chief Financial Officer
Robert E. Switz (principal financial officer)

/s/ Charles T. Roehrick Vice President, Controller Dated: December 31, 1998
- ---------------------- (principal accounting officer)
Charles T. Roehrick

James C. Castle* Director
Thomas E. Holloran* Director
B. Kristine Johnson* Director
Charles W. Oswald* Director
Alan E. Ross* Director
Jean-Pierre Rosso* Director
Donald M. Sullivan* Director
Warde F. Wheaton* Director
John D. Wunsch* Director

*By /s/ David F. Fisher Dated: December 31, 1998
- ------------------------
David F. Fisher
Attorney-in-Fact

-25-

ADC TELECOMMUNICATIONS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998

EXHIBIT INDEX
--------------

Exhibit
Number Description
- ------- -----------

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

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

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

Exhibit
Number Description
- ------- -----------

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

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

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

10-a* Stock Option and Restricted Stock Plan, restated as of January 26,
1988. (Incorporated by reference to Exhibit 10-a to the Company's
Quarterly Report on Form 10-Q for the quarter ended April 30, 1988.)

10-b* Amendment to Stock Option and Restricted Stock Plan dated as of
September 26, 1989. (Incorporated by reference to Exhibit 10-e to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1989.)

10-c* ADC Telecommunications, Inc. 1991 Stock Incentive Plan, as amended.
(Incorporated by reference to Exhibit 10-c to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1996).

10-d* Addendum dated February 24, 1998 to ADC Telecommunications, Inc. 1991
Stock Incentive Plan. (Incorporated by reference to Exhibit 10-Q to
the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998.)

10-e* Business Development Management Incentive Plan Document - Directors
and Above Fiscal Year 1997. (Incorporated by reference to Exhibit
10-a to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1997.)

10-f* Business Unit Management Incentive Plan Document - Directors and
Above Fiscal Year 1997. (Incorporated by reference to Exhibit 10-d
to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)

10-g* Corporate Management Incentive Plan Document - Directors and Above
Fiscal Year 1997. (Incorporated by reference to Exhibit 10-e to the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)

10-h* International Management Incentive Plan Document Fiscal Year 1997.
(Incorporated by reference to Exhibit 10-f to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1998.)

10-i* Business Development Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-t of the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-j* Business Unit Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-q to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-k* Corporate Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-r to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

10-l* International Management Incentive Plan Fiscal Year 1998.
(Incorporated by reference to Exhibit 10-s to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1997.)

Exhibit
Number Description
- ------- -----------

10-m* Business Unit Management Incentive Plan Fiscal Year 1999.

10-n* Corporate Management Incentive Plan Fiscal Year 1999.

10-o* Executive Incentive Exchange Plan Fiscal Year 1997. (Incorporated by
reference to Exhibit 10-q to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1996.)

10-p* Executive Incentive Exchange Plan Fiscal Year 1998. (Incorporated by
reference to Exhibit 10-u to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1997.)

10-q* Executive Incentive Exchange Plan Fiscal Year 1999.

10-r* Supplemental Executive Retirement Plan Agreement for William J.
Cadogan, dated as of November 1, 1990, between ADC Telecommunications,
Inc. and William J. Cadogan, as amended. (Incorporated by reference
to Exhibit 10-u to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1996.)

10-s* ADC Telecommunications, Inc. Change in Control Severance Pay Plan
Statement and Summary Plan Description. (Incorporated by reference to
Exhibit 10-q to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1989.)

10-t* First Amendment of ADC Telecommunications, Inc. Change in Control
Severance Pay Plan Statement and Summary Plan Description, effective
July 22, 1997. (Incorporated by reference to Exhibit 10-x to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1997.)

Exhibit
Number Description
- ------- -----------

10-u* Compensation Plan for Directors of ADC Telecommunications, Inc.,
restated as of December 31, 1988. (Incorporated by reference to
Exhibit 10-b to the Company's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1989.)

10-v* First Amendment of the Compensation Plan for Directors of ADC
Telecommunications, Inc. restated as of December 31, 1988.
(Incorporated by reference to Exhibit 10-s to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1989.)

10-w* ADC Telecommunications, Inc. Nonemployee Director Stock Option Plan,
as amended. (Incorporated by reference to Exhibit 10-aa to the
Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1997.)

10-x* ADC Telecommunications, Inc. Deferred Compensation Plan, dated as of
November 1, 1978, as amended. (Incorporated by reference to Exhibit
10-aa to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996.)

10-y* Second Amendment of ADC Telecommunications, Inc. Deferred Compensation
Plan, dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-b to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-z* ADC Telecommunications, Inc. Pension Excess Plan, dated as of January
1, 1985, as amended. (Incorporated by reference to Exhibit 10-bb to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)

10-aa* Second Amendment of ADC Telecommunications, Inc. Pension Excess Plan,
dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-a to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-bb* ADC Telecommunications, Inc. 401(k) Excess Plan, dated as of September
1, 1990, as amended. (Incorporated by reference to Exhibit 10-cc to
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1996.)

10-cc* Third Amendment of ADC Telecommunications, Inc. 401(k) Excess Plan,
dated effective March 12, 1996 and approved on April 1, 1997.
(Incorporated by reference to Exhibit 10-c to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997.)

10-dd Lease Agreement, dated August 21, 1990, between Minnetonka Corporate
Center I Limited Partnership and ADC Telecommunications, Inc.
(Incorporated by reference to Exhibit 10-x to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990.)

10-ee Lease Agreement, dated October 26, 1990, between Lutheran Brotherhood
and ADC Telecommunications, Inc. (Incorporated by reference to
Exhibit 10-w to the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1990.)

10-ff Sublease Agreement, dated October 31, 1990, between Seagate
Technology, Inc. and ADC Telecommunications, Inc. (Incorporated by
reference to Exhibit 10-y to the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1990.)

Exhibit
Number Description
- ------- -----------

10-gg Sublease, dated as of February 21, 1995, between Seagate Technology,
Inc. and ADC Telecommunications, Inc. (Incorporated by reference to
Exhibit 10-a of the Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1995.)

10-hh Extension of Lease, dated December 7, 1995, between ADC
Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
facility located at 5900 Clearwater Drive, Minnetonka Corporate
Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
10-w to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996.)

10-ii Extension of Lease, dated December 7, 1995, between ADC
Telecommunications, Inc. and Lutheran Brotherhood (for the Company's
facility located at 5950 Clearwater Drive, Minnetonka Corporate
Center, Minnetonka, Minnesota). (Incorporated by reference to Exhibit
10-x to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1996.)

10-jj Stock Purchase Agreement, dated July 1, 1996, by and between ADC
Telecommunications, Inc., ADC Mersum Oy and the Shareholders of ADC
Solitra Oy. (Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated July 1, 1996.)

10-kk Conduit Facility, Transfer and Revolving Credit Agreement, dated as of
November 24, 1998, by and among ADC Telecommunications, Inc., Windmill
Funding Corporation, Amsterdam Funding Corporation, ABN AMRO Bank
N.V., and certain other financial institutions.

13-a Portions of the 1998 Annual Report to Shareholders.

21-a Subsidiaries of the Company.

23-a Consent of Independent Public Accountants to the incorporation of
their report dated November 25, 1997, included in this Form 10-K, into
the Company's previously filed Registration Statements, File Nos.
2-83584, 33-22654, 33-40356, 33-40357, 33-52635, 33-52637, 33-58407,
33-58409, 33-59445, 333-02133, 333-04481, 333-07309, 333-15283,
333-25241, 333-25569, 333-25623, 333-32023, 333-37419, 333-37619,
and 333-66169.

24-a Power of Attorney.

27-a Financial Data Schedule for the fiscal year ended October 31, 1998.

27-b Restated Financial Data Schedule for the fiscal year ended October 31,
1997.

99-a Cautionary Statement regarding Forward-Looking Statements.