Report of Independent Accountants To the board of directors and stockholders of ADTRAN, Inc.: PricewaterhouseCoopers LLP Birmingham, Alabama January 29, 2003 In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position  of ADTRAN, Inc. and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their  cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting  principles generally accepted in the United States of America. These financial statements are the responsibility of ADTRAN’s management; our responsibility is to express an opinion on these financial statements based on our  audits of these statements. We conducted our audits of these statements in accordance with auditing standards  generally accepted in the United States of America, which require that we plan and perform the audit to obtain  reasonable assurance about whether the financial statements are free of material misstatement. An audit includes  examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing  the accounting principles used and significant estimates made by management, and evaluating the overall  financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Pucusraterfoulogesm ZLP 19 Financial Results