8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549


FORM 8-K


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


Date of Report (Date of earliest event reported):  January 21, 2014


ADTRAN, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-24612	63-0918200
(State of Incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

901 Explorer Boulevard, Huntsville, Alabama 35806-2807(Address of principal executive offices, including zip code)


(256) 963-8000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

 On January 21, 2014, ADTRAN, Inc. announced its financial results for the fiscal quarter ended December 31, 2013 and certain other information.

ADTRAN also announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid to holders of record at the close of business on February 6, 2014.  The ex-dividend date is February 4, 2014 and the payment date is February 20, 2014.

A copy of ADTRAN's press release announcing such financial results and other information is attached as Exhibit 99.1 hereto and incorporated by reference herein.

In addition, ADTRAN has posted supplemental information regarding revenues by product category, subcategory and segment for the fiscal quarter ended December 31, 2013 on the Investor Relations page of its website, www.adtran.com.  A copy of the supplemental information is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits.
	The following exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit Number	Description
99.1	Press Release dated January 21, 2014
99.2	Revenues by product and segment classification

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 on January 22, 2014.

ADTRAN, Inc.

(Registrant)

By: /s/ James E. Matthews

James E. Matthews

Senior Vice President – Finance,

Chief Financial Officer, Treasurer,

Secretary and Director

(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 21, 2014
99.2	Revenues by product and segment classification

EX-99.1

Exhibit 99.1

ADTRAN, Inc. Reports Results for the Fourth Quarter 2013 and Declares Quarterly Cash Dividend

HUNTSVILLE, Ala.--(BUSINESS WIRE)--January 21, 2014--ADTRAN, Inc. (NASDAQ:ADTN) reported results for the fourth quarter 2013. For the quarter, sales were $159,094,000 compared to $139,756,000 for the fourth quarter of 2012. Operating income was $10,639,000 compared to $2,874,000 for the fourth quarter of 2012. Net Income was $11,840,000 compared to $3,961,000 for the fourth quarter of 2012. Earnings per share, assuming dilution, were $0.20 compared to $0.06 for the fourth quarter of 2012. Non-GAAP earnings per share were $0.25 compared to $0.11 for the fourth quarter of 2012. The reconciliation between GAAP earnings per share, diluted, and non-GAAP earnings per share, diluted, is in the table provided.

ADTRAN Chief Executive Officer Tom Stanton stated, “We had a solid quarter with revenue coming in at 14% over the same period last year. Growth was driven by our core product areas, Broadband Access, Internetworking and Optical, which were up 25%. Strong performances in EMEA and Latin America helped drive our international revenue up 78%. Our strategy towards geographic diversification continued to pay benefits during the quarter and we believe we are well positioned for the future as our customers leverage technology advancements to improve their competitive position.”

The Company also announced that its Board of Directors declared a cash dividend for the fourth quarter of 2013. The quarterly cash dividend is $0.09 per common share to be paid to holders of record at the close of business on February 6, 2014. The ex-dividend date is February 4, 2014 and the payment date is February 20, 2014.

The Company confirmed that its fourth quarter conference call will be held Wednesday, January 22, 2014 at 9:30 a.m. Central Time. This conference call will be web cast live through StreetEvents.com. To listen, simply visit the Investor Relations site at www.adtran.com or www.streetevents.com approximately 10 minutes prior to the start of the call and click on the conference call link provided.

An online replay of the conference call will be available for seven days at www.streetevents.com. In addition, an online replay of the conference call, as well as the text of the Company’s earnings release, will be available on the Investor Relations site at www.adtran.com for at least 12 months following the call.

ADTRAN, Inc. is a leading global provider of networking and communications equipment. ADTRAN’s products enable voice, data, video and Internet communications across a variety of network infrastructures. ADTRAN solutions are currently in use by service providers, private enterprises, government organizations, and millions of individual users worldwide. For more information, please visit www.adtran.com.

For more information, contact the company at 800 9ADTRAN (800 923-8726) or via email at info@adtran.com. On the Web, visit www.adtran.com.

This press release contains forward-looking statements which reflect management’s best judgment based on factors currently known. However, these statements involve risks and uncertainties, including the successful development and market acceptance of new products, the degree of competition in the market for such products, the product and channel mix, component costs, manufacturing efficiencies, and other risks detailed in our annual report on Form 10-K for the year ended December 31, 2012 and on Form 10-Q for the quarter ended September 30, 2013. These risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements included in this press release.

Condensed Consolidated Balance Sheet (Unaudited) (In thousands)
	December 31, 2013		December 31, 2012
Assets
Cash and cash equivalents	$	58,298	$	68,457
Short-term investments		105,760		160,481
Accounts receivable, net		85,814		81,194
Other receivables		18,249		16,253
Inventory		90,111		102,583
Prepaid expenses		4,325		4,148
Deferred tax assets, net		17,083		13,055
Total Current Assets		379,640		446,171
Property, plant and equipment, net		76,739		80,246
Deferred tax assets, net		9,622		10,261
Goodwill		3,492		3,492
Other assets		11,180		13,482
Long-term investments		309,225		332,729
Total Assets	$	789,898	$	886,381
Liabilities and Stockholders' Equity
Accounts payable	$	48,282	$	42,173
Unearned revenue		22,205		38,051
Accrued expenses		12,776		10,309
Accrued wages and benefits		14,040		15,022
Income tax payable, net		5,002		1,211
Total Current Liabilities		102,305		106,766
Non-current unearned revenue		14,643		23,803
Other non-current liabilities		22,144		17,406
Bonds payable		46,200		46,000
Total Liabilities		185,292		193,975
Stockholders' Equity		604,606		692,406
Total Liabilities and Stockholders' Equity	$	789,898	$	886,381

Consolidated Statements of Income (Unaudited) (In thousands, except per share data)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Sales	$	159,094		$	139,756		$	641,744		$	620,614
Cost of sales		82,230			72,373			332,858			303,971
Gross Profit		76,864			67,383			308,886			316,643
Selling, general and administrative expenses		33,284			31,393			129,366			134,523
Research and development expenses		32,941			33,116			131,055			125,951
Operating Income		10,639			2,874			48,465			56,169
Interest and dividend income		1,991			2,006			7,012			7,657
Interest expense		(588	)		(591	)		(2,325	)		(2,347	)
Net realized investment gain		1,665			2,197			8,614			9,550
Other income (expense), net		610			(82	)		(911	)		183
Gain on bargain purchase of a business		-			-			-			1,753
Income before provision for income taxes		14,317			6,404			60,855			72,965
Provision for income taxes		(2,477	)		(2,443	)		(15,061	)		(25,702	)
Net Income	$	11,840		$	3,961		$	45,794		$	47,263
Weighted average shares outstanding - basic		57,178			62,542			59,001			63,259
Weighted average shares outstanding - diluted (1)		57,777			62,690			59,424			63,774
Earnings per common share - basic	$	0.21		$	0.06		$	0.78		$	0.75
Earnings per common share - diluted (1)	$	0.20		$	0.06		$	0.77		$	0.74
(1) Assumes exercise of dilutive stock options calculated under the treasury stock method.

Consolidated Statements of Comprehensive Income (Unaudited) (In thousands)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Net Income	$	11,840		$	3,961		$	45,794		$	47,263
Other Comprehensive Income (Loss), net of tax:
Unrealized gains (losses) on available-for-sale securities		1,409			(2,071	)		629			(52	)
Defined benefit plan adjustments		1,061			(1,952	)		1,061			(1,952	)
Foreign currency translation		(707	)		(21	)		(2,205	)		170
Other Comprehensive Income (Loss), net of tax		1,763			(4,044	)		(515	)		(1,834	)
Comprehensive Income (Loss), net of tax	$	13,603		$	(83	)	$	45,279		$	45,429

Consolidated Statements of Cash Flows (Unaudited) (In thousands)
	Twelve Months Ended
	December 31,
	2013			2012
Cash flows from operating activities:
Net income	$	45,794		$	47,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,628			14,079
Amortization of net premium on available-for-sale investments		5,956			8,257
Net realized gain on long-term investments		(8,614	)		(9,550	)
Net (gain) loss on disposal of property, plant and equipment		3			(214	)
Gain on bargain purchase of a business		-			(1,753	)
Stock-based compensation expense		9,073			9,264
Deferred income taxes		(4,058	)		(3,785	)
Tax benefit from stock option exercises		169			1,905
Excess tax benefits from stock-based compensation arrangements		(158	)		(1,456	)
Change in operating assets and liabilities:
Accounts receivable, net		(4,022	)		(4,365	)
Other receivables		(1,549	)		2,977
Inventory		11,479			7,163
Prepaid expenses and other assets		(11	)		(1,045	)
Accounts payable		5,543			7,265
Accrued expenses and other liabilities		(17,879	)		11,583
Income tax payable, net		3,747			(1,960	)
Net cash provided by operating activities		60,101			85,628
Cash flows from investing activities:
Purchases of property, plant and equipment		(8,510	)		(12,075	)
Proceeds from disposals of property, plant and equipment		-			266
Proceeds from sales and maturities of available-for-sale investments		343,567			282,039
Purchases of available-for-sale investments		(261,625	)		(282,740	)
Acquisition of business		-			7,496
Net cash provided by (used in) investing activities		73,432			(5,014	)
Cash flows from financing activities:
Proceeds from stock option exercises		3,629			6,049
Purchases of treasury stock		(124,267	)		(39,362	)
Dividend payments		(21,412	)		(22,813	)
Payments on long-term debt		-			(500	)
Excess tax benefits from stock-based compensation arrangements		158			1,456
Net cash used in financing activities		(141,892	)		(55,170	)
Net increase (decrease) in cash and cash equivalents		(8,359	)		25,444
Effect of exchange rate changes		(1,800	)		34
Cash and cash equivalents, beginning of period		68,457			42,979
Cash and cash equivalents, end of period	$	58,298		$	68,457

Supplemental Information Acquisition Related Expenses, Amortizations and Adjustments (Unaudited) (In thousands)
On August 4, 2011, we closed on the acquisition of Bluesocket, Inc. and on May 4, 2012, we closed on the acquisition of the Nokia Siemens Networks Broadband Access business (NSN BBA). Acquisition related expenses, amortizations and adjustments for the three and twelve months ended December 31, 2013 and 2012 for both transactions are as follows:
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Bluesocket, Inc. acquisition
Amortization of acquired intangible assets and other purchase accounting adjustments	$	279		$	296		$	1,142		$	1,463
NSN BBA acquisition
Amortization of acquired intangible assets		301			290			1,174			762
Amortization of other purchase accounting adjustments		391			587			1,378			2,305
Acquisition related professional fees, travel and other expenses		16			323			345			4,860
Subtotal		708			1,200			2,897			7,927
Total acquisition related expenses, amortizations and adjustments		987			1,496			4,039			9,390
Provision for income taxes		(328	)		(488	)		(1,343	)		(3,148	)
Total acquisition related expenses, amortizations and adjustments, net of tax	$	659		$	1,008		$	2,696		$	6,242
The acquisition related expenses, amortizations and adjustments above were recorded in the following Consolidated Statements of Income categories for the three and twelve months ended December 31, 2013 and 2012:
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Revenue (adjustments to deferred revenue recognized in the period)	$	211		$	377		$	929		$	1,528
Cost of goods sold		102			154			196			1,086
Subtotal		313			531			1,125			2,614
Selling, general and administrative expenses		24			330			399			4,510
Research and development expenses		650			635			2,515			2,266
Subtotal		674			965			2,914			6,776
Total acquisition related expenses, amortizations and adjustments		987			1,496			4,039			9,390
Provision for income taxes		(328	)		(488	)		(1,343	)		(3,148	)
Total acquisition related expenses, amortizations and adjustments, net of tax	$	659		$	1,008		$	2,696		$	6,242

Supplemental Information Stock-based Compensation Expense (Unaudited) (In thousands)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Stock-based compensation expense included in cost of sales	$	131		$	118		$	465		$	422
Selling, general and administrative expense		1,314			1,146			4,443			4,351
Research and development expense		1,112			1,217			4,165			4,491
Stock-based compensation expense included in operating expenses		2,426			2,363			8,608			8,842
Total stock-based compensation expense		2,557			2,481			9,073			9,264
Tax benefit for expense associated with non-qualified options		(374	)		(318	)		(1,298	)		(1,234	)
Total stock-based compensation expense, net of tax	$	2,183		$	2,163		$	7,775		$	8,030

Reconciliation of GAAP net income per share, diluted, to Non-GAAP net income per share, diluted (Unaudited)
	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2013		2012		2013		2012
GAAP earnings per common share – diluted	$	0.20	$	0.06	$	0.77	$	0.74
Acquisition related expenses, amortizations and adjustments		0.01		0.02		0.05		0.10
Stock-based compensation expense		0.04		0.03		0.13		0.13
Gain on bargain purchase of business	-			-	-			(0.03	)
Non-GAAP earnings per common share – diluted	$	0.25	$	0.11	$	0.95	$	0.94

CONTACT:
ADTRAN, Inc.
Jim Matthews, 256-963-8775
Senior Vice President/CFO
or
Investor Services/Assistance:
Gayle Ellis, 256-963-8220

EX-99.2

Exhibit 99.2

Product and Segment Revenues
(Unaudited)
(In thousands)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2013			2012			2013			2012
Product Revenues:
Carrier Systems	$	108,731		$	90,056		$	427,850		$	399,646
Business Networking		41,203			32,972			168,871			149,304
Loop Access		9,160			16,728			45,023			71,664
Total	$	159,094		$	139,756		$	641,744		$	620,614
Subcategories included in the above:
Broadband Access (included in Carrier Systems)	$	88,566		$	70,088		$	340,560		$	320,076
Optical (included in Carrier Systems)		14,115			12,337			55,615			51,755
Internetworking (Netvanta & Multi-service Access Gateways) (included in Business Networking)		40,259			31,638			164,422			142,958
Total Core Products		142,940			114,063			560,597			514,789
Percentage of Total Revenue		90	%		82	%		87	%		83	%
HDSL (does not include T1) (included in Loop Access)		8,483			15,624			41,666			66,974
Other Products (excluding HDSL)		7,671			10,069			39,481			38,851
Total Legacy Products		16,154			25,693			81,147			105,825
Percentage of Total Revenue		10	%		18	%		13	%		17	%
Total	$	159,094		$	139,756		$	641,744		$	620,614
Segment Revenues:
Carrier Networks	$	126,235		$	110,793		$	500,733		$	492,096
Enterprise Networks		32,859			28,963			141,011			128,518
Total	$	159,094		$	139,756		$	641,744		$	620,614
Sales by Geographic Region:
United States	$	107,177		$	110,565		$	455,996		$	470,369
International		51,917			29,191			185,748			150,245
Total	$	159,094		$	139,756		$	641,744		$	620,614