** **

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**(MarkOne)**
| **ý** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934** |
|------------|------------------------------------------------------------------------------------------------|

 

**Forthe fiscal year ended September 30, 2003*.***

 

**OR**

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

 

**Commission file number 001-14617**

 

**ANDREW CORPORATION**

(Exact name of Registrant asspecified in its charter)

 

| **DELAWARE**                                                                      |   | **36-2092797**                        |
|-----------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or  other jurisdiction of incorporation or organization)                   |   | (I.R.S.  Employer identification No.) |
|                                                                              |   |                                  |
| **10500 W. 153rd Street, Orland Park,  Illinois 60462**                           |
| (Address of  principal executive offices and zip code)                            |
|                                                                              |   |                                  |
| **(708) 349-3300**                                                                |
| (Registrant’s  telephone number, including area code)                        |
|                                                                              |   |                                  |
| Securities  registered pursuant to Section 12(b) of the Act:**   NONE** |
|                                                                              |   |                                  |
| Securities  registered pursuant to Section 12(g) of the Act:                 |

 

|                                                                                                                       | **Title of Each Class** |   |
|----------------------------------------------------------------------------------------------------------------------------|-------------------------|--------|
| Common  Stock, $.01 par value  Common Stock Purchase Rights  Series A 7.75% Convertible Preferred Stock, no par value |

 

Indicate by check mark whether the Registrant: (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodas the Registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

Yes ý   No o

 

**Indicateby check mark if disclosure of delinquent filers pursuant to item 405 ofRegulation S-K is not contained herein and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment ofthis Form 10-K.  ( )**

** **

Indicate by check mark whether the registrant is an accelerated filer(as defined in rule 12b-2 of the Act)

Yes ý   No o

 

**Theaggregate market value of common stock held by non-affiliates of the Registrantas of March 31, 2003 was $540,813,000. The number of outstanding shares ofthe Registrant’s common stock as of December 14, 2003 was 158,364,350.**

** **

**Documentsincorporated by Reference**:

Portions of the Registrant’s Annual Report to Stockholders for the yearended September 30, 2003 are incorporated by reference into Parts I andII.

 

Portions of the Proxy Statement for the annual stockholders’ meeting tobe held February 10, 2004 are incorporated by reference into Parts III andIV.

 

 

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### **PART I**

### ** **

### **Item 1.  Business**

### ** **

**GeneralBusiness**

 

Andrew Corporation (“Andrew” or the “company”) was incorporated in 1987under the laws of the State of Delaware as successor to an Illinois corporationorganized in 1947.  Originally foundedas a partnership in 1937, its executive offices are located at 10500 West 153rdStreet, Orland Park, Illinois, 60462, which is approximately 25 miles southwestof downtown Chicago. Unless otherwise indicated by the context, all referencesherein to Andrew or the company include Andrew Corporation and itssubsidiaries.

 

With the acquisition of Allen Telecom (Allen) in July 2003, thecompany believes that it has established itself as the leading global supplierof communications products and systems to the wireless subsystem infrastructuremarket.  The company has the ability toprovide total customer solutions, including virtually all components of awireless base station that are outsourced by major network OEMs (OriginalEquipment Manufacturers) and operators. This allows the company to better meet the evolving performance and costefficiency requirements of its customers who benefit from the availability ofone-stop shopping for all of their wireless infrastructure needs.  Andrew’s products are primarily based on thecompany’s core competency, the radio frequency (RF) path.  Andrew has unique technical skills andmarketing strengths in developing products for RF systems. Andrew manages itsbusiness as one reportable business segment built around this corecompetency.  The company’s products areused in the infrastructure for traditional wireless networks, third generation(3G) technologies, voice, data, video and Internet services, as well asapplications for microwave and satellite communications, and other specializedapplications for government and commercial use.

 

The company now classifies its sales into five product groups:Antennas, Base Station Subsystems, Cable Products, Network Solutions andWireless Innovations.  The companybelieves these new product classifications better reflect the nature of itsbusiness now and in the future.  TheAntenna group products include base station antennas, earth station antennas,multi-band antennas and point-to-point antennas.  Base Station Subsystems products are integral components ofwireless base stations and include products such as power amplifiers, filters,duplexers and combiners that are sold individually or as parts of integratedsubsystems.  Cable Products includecoaxial cables, connectors, cable assemblies and accessories.  Network Solutions includes software andequipment to locate wireless 911 callers as well as equipment and services fortesting and optimizing wireless networks. Wireless Innovations products are used to extend the coverage ofwireless networks in areas where signals are difficult to send or receive andinclude both complete systems and individual components.

 

Over the last two years, the company completed two major acquisitionsthat have substantially broadened its product offering and established thecompany as the leading global supplier of communications products and systemsto the wireless subsystem infrastructure market. These acquisitions allow thecompany to provide global wireless service providers and OEMs with a uniqueone-stop shopping partner. During the year, the company purchased AllenTelecom, a global provider of wireless infrastructure equipment and services.Allen’s product offering was complementary to the company’s and had minimalproduct overlap.  This acquisitionallows Andrew to offer a more complete RF footprint product offering with morevalue-added and integrated products.  InJune 2002, the company completed the acquisition of Celiant Corporation, apower amplifier manufacturer.  Celiant’sengineering and technical capabilities, and intellectual property have made thecompany a leading supplier of power amplifiers.

 

While the company is optimistic about the long-term potential of thewireless infrastructure market, global spending on infrastructure has been weakover the last several years.  Inresponse to this decline, Andrew has taken steps to reduce expenses and improvefinancial performance. In September 2002, the company initiated a restructuringprogram that it anticipates will reduce annual operating costs by as much as$47 million.  These restructuring plansincluded the closing of several facilities and the relocation of manufacturingoperations to new facilities in the Czech Republic and Mexico.  During 2003, the company substantiallycompleted these plans and started manufacturing operations at these newfacilities in the fourth quarter. Following the Allen Telecom acquisition, the company initiated a mergerintegration program that the company anticipates will reduce annual operatingcosts of the combined company by more than $52 million 

 

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annually, beginning in 2005. These savings will be achieved through aglobal shared services implementation, combined sourcing of components andconsolidation of manufacturing locations.

 

The company believes that developing markets such as China and Indiahave significant long-term growth potential for the company. Developingcountries represent some of the greatest growth opportunities for wirelesscommunication, as wireless is the most cost efficient way to providecommunications infrastructure to these regions. The company has a significantinternational manufacturing and distribution presence. Sales by non-U.S.operations and export sales from U.S. facilities accounted for approximately56% of Andrew’s sales in 2003, 50% in 2002 and 57% in 2001.  Over the last five years, Andrew hassignificantly increased its international manufacturing and distributioncapabilities in some of the fastest developing wireless infrastructuremarkets.  In 1998, the company built newmanufacturing facilities in China and India. These new facilities have allowedthe company to more effectively reach these growing markets and have helped toincrease sales in the Asian market.  Thecompany also increased its manufacturing and distribution presence in the LatinAmerican region, through the 1995 acquisition of a Brazilian company and byestablishing a Brazilian cable manufacturing facility.

 

**Principal Product Groups**

 

**Thefollowing table sets forth sales and percentages of total sales represented byAndrew’s five product groups during the last three fiscal years:**

 
|                     |   | **Year Ended September 30** |      |
|--------------------------|--------|----------------------------------|-----------|
| **Dollars in thousands** |   | **2003**                         |      | **% of  Sales** |   | **2002** |   | **% of  Sales** |   | **2001** |   | **% of  Sales** |   |
|                     |   |                             |      |   |   |   |   |   |   |   |   |   |   |
| Antennas                 |   | $                                | 264,775   |   | 26 | % | $ | 255,779 |   | 30 | % | $ | 320,225 |   | 34 | % |
| Base Station Subsystems  |   | 236,150                          |      | 23 | % | 96,303 |   | 11 | % | 7,837 |   | 1 | % |
| Cable Products           |   | 428,189                          |      | 43 | % | 490,165 |   | 56 | % | 579,030 |   | 62 | % |
| Network Solutions        |   | 43,772                           |      | 4 | % | — |   | 0 | % | — |   | 0 | % |
| Wireless Innovations     |   | 41,600                           |      | 4 | % | 22,554 |   | 3 | % | 28,184 |   | 3 | % |
| Total Sales              |   | $                                | 1,014,486 |   | 100 | % | $ | 864,801 |   | 100 | % | $ | 935,276 |   | 100 | % |

 

# **Antennas**

# ** **

This product groupincludes antennas, support products and electronic equipment for applicationsin the wireless infrastructure market, satellite communications, point-to-pointcommunication, and other specialty applications. The Antenna Group productsinclude base station antennas, terrestrial microwave (TMW) antennas, earthstation antennas (ESA), and multi-band antennas.

 

Andrew is a market leader for commercial base station antennas servingglobal market needs for all wireless protocols.  Base station antennas are the last, critical piece of wirelessinfrastructure that captures the wireless signal from the user handset andsends it to operators’ base stations. The company offers a diverse product line of base station antennasranging in size from approximately two feet in length to large, tower-mountedantennas in excess of twenty feet in length. Base station antennas are marketedunder the trade name DECIBEL®.  TheDECIBEL® product line contains a variety of innovative products includingtechnology to optimize the performance in CDMA and W-CDMA markets.  The company holds significant intellectualproperty that is used to create innovative products, such as the AndrewTeletiltTM system, which is a remotely-controlled variable electrical downtiltbase station antenna system that can be adjusted in minutes, without costlysite downtime.  This allows customers toenhance their network performance while reducing operating expenses.

 

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The company manufactures a full line of TMW antennas for applicationssuch as fixed-line telecommunications networks, broadband wireless, wirelessinfrastructure, and others.  Microwave radionetworks are commonly used by telecommunications companies for telephone,Internet, video and data transmission. They are also used by cellular operatorsto link cell sites with switching centers and by private companies, such aspipelines, electric utilities and railroads, for their internal communicationsneeds. Andrew TMW antennas are marketed under the trademarks GRIDPAK® andValuLine®.  The company also offersadditional passive microwave system components such as filters and duplexers.

 

The company includes its waveguide products in the Antenna Group.Waveguides are hollow transmission lines used to connect antennas and radios.Andrew manufactures circular, rectangular and elliptical waveguides for varioususes such as television broadcasting and microwave transmission. Ellipticalwaveguide is the most commonly used waveguide, and it is used as a main feederline for microwave transmissions between 1.7 and 40 GHz. Most of Andrew’swaveguides are sold as part of its antenna systems.

 

The Antenna Group also has a complete line of pressurization equipmentthat provides a constant supply of dry air to the transmission lines, providinghigh signal quality and reduced risk of component damage due to moisture.Pressurization products are marketed under the trademark DryLine®.

 

ESA systems manufactured by Andrew are used at earth terminals toreceive and transmit signals to and from communication satellites. Theseproducts are used for the long distance transmission of conventionaltelecommunications traffic, to support broadband data infrastructure and forsatellite delivered television broadcasting. System elements include anantenna, from one foot to thirty-two feet in diameter, electronic controllers,waveguides, polarizers, combiners, special mounting features, motor drives,position indicators, transmitters and receivers. The company’s ESA products aremarketed under the trademarks NewsflashTM, VALULink®, and ValuStarTM.

 

Andrew is an industry leader in the design, manufacture anddistribution of high quality, high performance antennas for WirelessCommunication and Global Positioning System (GPS) applications. Andrew suppliesmultiband antennas and GPS products to automotive manufacturers and theirsuppliers for use in on-board telematics programs.  Telematics products are used in vehicle communication andnavigation systems, such as GM’s OnStar®, Ford’s vehicle communication system(VCS) and JaguarNet®.  Andrewmanufactures a line of specialized antennas and repeater kits for XM Radio andSirius Satellite Radio reception.  Theserepeater kits provide in-building satellite signal coverage allowing retailpartner stores the ability to demonstrate XM and Sirius products, whileantennas are used at the consumer level to bring the signal into their vehicleor home radio unit.

 

Andrew also offers a wide range of antennas and antenna/pedestalsystems for applications such as air traffic control radar antenna systems,weather radar systems, low and medium earth orbit satellite ground trackingsystems, and high frequency (HF) communication systems that include Andrew’sline of GRANGER® HF antennas.

 

In November 2003, the company sold the assets of its broadcastantenna and filter product lines to Electronic Research Inc. (ERI).  The company’s broadcast group designed andmanufactured broadcast antennas primarily for television broadcast.  This sale included selected assets from thecompany’s Orland Park, Illinois facility and all of the assets of its Gray,Maine facility.  The company’s broadcastgroup sales were approximately $20.1 million in fiscal 2003, and were includedin the Antenna Group sales. Also in November 2003, the company acquiredselected assets of Channel Master LLC, a designer and manufacturer of DBS(Direct Broadcast Satellite) and VSAT (Very Small Aperture Terminal) antennasand products, for approximately $18 million. This acquisition willsignificantly strengthen the company’s existing satellite antenna productoffering.

 

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# **Base StationSubsystems**

# ** **

Base Station Subsystems products are integral components of wirelessbase stations and include products such as power amplifiers, filters, duplexersand combiners. These products cover all the major wireless standards and frequencybands and are sold individually or as part of integrated subsystems.

 

Andrew designs and manufactures high power single and multi-carrier RFpower amplifiers.  RF power amplifiersare required by wireless communication systems to boost the radio signal powerfor transmission across long distances and are usually located within basestations.  Andrew’s RF power amplifierproducts range in power from 10 to 100 watts of output power and in frequencyranges from 450 MHz to 2500 MHz.  Thecompany’s power amplifiers are custom designed for each OEM and are availablefor most wireless standards, including 2G, 2.5G, 3G and 4G technologies. Thecompany recently introduced its next generation single and multi-carrier,highly linear power amplifiers with digital pre-distortion technology, and iscurrently working with major OEMs to design their next generation poweramplifier products.

 

Andrew hasrecently developed two new integrated product offerings that include anintegrated radio and amplifier and, in addition, an integrated radio, amplifierand receiver.  Both of these productswere developed to meet the low-cost demands of 3G deployments.  Andrew currently has integrated products indevelopment for several OEMs’ nextgeneration 3G base stations.

 

Andrew designs andmanufactures filters, duplexers, combiners and integrated antenna combiningunits. RF filters are used to filter high power transmit signals to meetfrequency regulations and interference requirements in the different allocatedwireless frequency bands. Transmit combiners allow the combination of multiplesignals into one transmit antenna. RF receive filters are used to selectintended signals and isolate these signals from unwanted interference andnoise.  Duplexers are used to allow oneantenna to both transmit and receive signals. Andrew is a leading supplier forin-cabinet application of filters and duplexers. For this application, filtersand duplexers are incorporated into base station transceiver cabinets providedto OEMs for site installations.

 

To support more sophisticated antennafiltering applications and to improve overall performance and costs, Andrew issupplying integrated antenna combining units to leading OEMs. This productprovides antenna-filtering functions for both transmitted and received signalsand low power amplification for received signals. These integrated antenna combiningunits also have control functions for antenna supervision.

 

Andrew also suppliestower-mounted amplifiers to OEMs and wireless operators that use these productsto improve network performance. Tower-mountedamplifiers improve network performance by filtering and amplifying as close aspossible to the actual receiving antenna, thus eliminating additional signalloss and noise.  For this application,integrated receiving filters and amplifiers are directly mounted at the top ofthe cell site tower.

 

# **Cable Products**

# ** **

Cable Products include coaxial cables, connectors, cable assemblies andaccessories. Coaxial cable is a two-conductor, radio frequency transmissionline with the smaller of the two conductors centrally located inside thelarger, tubular conductor.  It isprincipally used to carry radio frequency signals.  Andrew sells its semi-flexible and elliptical waveguide cableproducts under the trademarks HELIAX® and RADIAX®.

 

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In addition tobulk cable, the company provides cable connectors, accessories and assembliesmarketed under the HELIAX® brand name. Coaxial cable connectors attach to cableand facilitate transmission line attachment to antenna and radio equipment.Andrew provides multiple connector families, including OnePieceTM and the newPositive StopTM connectors. Cable accessories protect and facilitateinstallation of coaxial cable on cell site towers and into equipment buildings.Accessories include lightning surge protectors, hangers, adaptors and groundingkits, including Arrestor Plus®, ArrestorPortIITM, KwikClampTM, SureGroundTM, andCompact SureGroundTM lines. SureFlexTM coaxial cable assemblies, used to connectthe main feeder cable line to the antenna, are made up of smaller sized HELIAX®cable and the Andrew patented SureFlexTM connectors.

 

The companyprovides a full range of products suitable for in-cabinet applications and awide range of traditional cable assemblies utilizing solid copper, braid,semi-rigid and conformable cables, as well as some technically unique cablesfor special applications. The company also supplies assemblies for high power,low intermodulation distortion, and phase matched and fixed electrical lengths.   Andrew combines assemblies and supportingproducts according to customer specifications in “cabinet kits” to help reducethe OEM’s overall operational cost of building cabinets.

 

The company hasrecently started manufacturing coaxial cable and connectors for the broadbandcable television market.  These productsconsist of hard-line trunk and distribution cables used to carry analog anddigital signals from the fiber node to the broadband network for Hybrid FiberCoax networks.   In November 2003,the company acquired the assets of Yantai Fine Cable, a Chinese manufacturer ofbroadband cable. This acquisition allows the company to offer drop cable, whichconnects the subscriber’s home equipment such as televisions and computers tothe broadband network for a final end-to-end coaxial solution.

 

Andrewdistinguishes itself from its competition by offering technically advanced andhigher performance cable products. Two new innovative product offerings thatthe company has recently introduced are CoralTM and Andrew Virtual AirTM(AVA) Cables. CoralTM provides unwavering electrical performance even afterrepeated bending. This cable is ideal for voice/data and Wi-Fi networkapplications. The cable’s design uses a new ultra-flexible corrugationtechnology allowing for more diverse site installations. This multi-purposecable provides 100% shielding, lower intermodulation (IM) and system loss, andbetter return loss when compared to braided cable. Constructed with acontinuous solid outer conductor, the cable and connectors are waterproof,ensuring that a system is reliable and consistent over time. AVA cables are nowbeing manufactured in 7/8” and 1 5/8” diameters.  These cables offer the best attenuation performance in thewireless industry and lower system costs by utilizing smaller diameter cables.

 

# **Network Solutions**

 

Network Solutions includes geolocation systems, engineering andconsulting services, and test and measurement products.  Andrew is one of two recognized suppliers ofnetwork-based geolocation systems capable of providing wireless operators withthe equipment and software necessary to locate wireless E-911 callers, asmandated by the Federal Communications Commission (FCC). Andrew believes itsnetwork-based GEOMETRIX product is capable of exceeding the accuracy andreliability requirements set by the FCC for E-911 networks. The system canlocate calls that transition between analog and digital sites, and calls inwhich the caller is a subscriber, roamer or non-subscriber. The GEOMETRIXproduct can be used with all air interfaces including AMPS, TDMA, CDMA, GSM andiDEN, and requires no changes in wireless service and no modifications orreplacement of existing handsets. In addition, the system was designed toaccommodate a variety of location-based services, such as fleet management,concierge services, mobile commerce, wireless information directories and otherlocation dependent services.

 

Included as partof Network Solutions are engineering and consulting services offered under theComsearch name brand. Comsearch is a leading provider of frequency planning andmicrowave coordination services as well as wireless network design and fieldengineering services. These services are provided to operators to assist indetermining and analyzing network coverage requirements based on areatopography and demographics. Andrew engineering expertise in spectrum sharing,microwave interconnectivity and cell system design has enabled the company toobtain orders from most major domestic operators. The company’s spectrumsharing software is currently licensed and utilized by major operators and

 

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consultants toperform analysis in most domestic markets and its software for microwaveinterconnectivity is operational in Asia, Europe, North America and SouthAmerica.

 

Andrew alsoprovides INVEX3GTM test equipment and SCOREBOARDTManalysis software that measure and analyze radio transmission characteristics foroptimization of wireless communications networks.

 

**WirelessInnovations**

 

Wireless Innovations products are used to extend the coverage ofwireless networks in areas where signals are difficult to send or receive andinclude both complete systems and individual components. These products supportcoverage and capacity enhancement for both operators and OEMs. Andrew providesturnkey systems and customized product applications for major projectsthroughout the world such as highway tunnels, subway and railway systems,airports and convention centers. This group of products addresses five mainapplications: coverage solutions for 2G networks (roadtunnels/railways/stadium/buildings), 3G network elements (Pico Node-B),2G-2.5G-3G shared networks with neutral hosts, public safety wireless networks(Tetra-European standard public safety network), and distributed antennasystems to OEMs.

 

Andrew provides a full line of RF repeaters and optical distributionsystems for use in wireless communications systems, where physical structuresor geography cause low RF signal strengths. They can also be used as anefficient and low-cost alternative to base stations in areas where coverage ismore critical than additional capacity. These products can be used for bothsingle carrier and multi-carrier applications. The company’s systems are availablein a wide frequency range from 450 MHz to 2100 MHz and support all wirelesstechnologies.  Andrew’s systems havefeatures and functions that allow operators to remotely monitor and adjustthese systems.

 

Andrew offers a wide array of in-building coverage products consistingof both passive and active components that extend wireless network coverageinto buildings and other areas where it is difficult to get wireless reception.The company’s active in-building products include Andrew’s Britecell®, a fiberoptic based distributed antenna system. Andrew’s passive in-building products include antennas, cable, hybridcouplers, combiners, power splitters, cable taps and termination loads.  Andrew Cell-MaxTM antennas are especiallydesigned for in-building use and are omnidirectional or directional, single ormultibanded to provide high reliability and low cost.  Andrew’s Radiax® coaxial cables, connectors and accessories areespecially designed for in-building coverage. Radiax® is a coaxial cable with slots in the outer conductor that allowfor RF coverage in buildings and tunnels. Andrew also offers small specialtycables that meet stringent fire codes and are flexible enough to bend aroundcorners and over walls for in-building applications.

 

# **International Activities**

 

Andrew’s international operations represent a substantial portion ofits overall operating results and asset base. Manufacturing facilities are located in Brazil, Canada, China, CzechRepublic, France, Germany, India, Italy, Mexico, Scotland, and the UnitedStates.  Many of Andrew’s plants shipmanufactured goods to export markets.

 

During fiscal 2003, sales of products exported from the United Statesor manufactured abroad were $568 million or 56% of total sales compared with$436 million or 50% of total sales in fiscal 2002 and $530 million or 57% oftotal sales in fiscal 2001. Exports from the United States amounted to $73million in fiscal 2003, $38 million in fiscal 2002 and $40 million in fiscal2001.  Fiscal 2003 export salesincreased due mainly to the impact of the Celiant acquisition in 2002.  Fiscal year 2003 includes a full year ofCeliant’s power amplifier sales, which included significant amounts of exportsfrom the United States.  From 1995through 1999, Andrew’s export sales annually were approximately $100 million.The company has seen export sales decrease since 1999 due to the expansion ofthe company’s international manufacturing capabilities, primarily in China.

 

Sales and income on a country-by-country basis can vary considerablyyear to year.  Further information onAndrew’s international operations is contained in the “Segment and GeographicInformation” note to the Consolidated Financial 

 

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Statements included on page 51 of the 2003 Annual Report toStockholders, incorporated herein by reference.

 

Andrew’s international operations are subject to a number of risksincluding currency fluctuations, changes in foreign governments and theirpolicies, and expropriation or requirements of local or shared ownership.  Andrew believes that the geographicdispersion of its sales and assets, as well as its political risk insurance,mitigate some of these risks.

 

# **Marketing andDistribution**

# ** **

Andrew’s wireless infrastructure sales organization is separated intogroups that support worldwide OEM customers and regional operatorcustomers.  Andrew currently supportsmajor OEMs, with dedicated global account teams focused solely on each OEM.  These groups are responsible for allactivity with these OEMs, including product design.  They are also responsible for the global coordination of thecompany’s relationship with these OEMs. The operator and local OEM sales forceis organized by region, with teams divided between the Americas, EMEA (Europe,Middle East, and Africa), and Asia Pacific. These regional teams are responsible for all accounts in the region,including the local offices of the worldwide OEMs, local OEMs, operators, anddistributors.  In addition, the UnitedStates has a team of salespeople focused exclusively on the major U.S.operators.

 

Andrew also has sales teams in three specialty markets includingsatellite communications, mobile antennas, and broadband cable.  These specialty market teams are global infocus, with emphasis on their specific market and products.

 

Andrew’s sales force is responsible for relationship management and hasa broad range of knowledge of Andrew’s entire product line.  Sales teams are trained to sell all of thecompany’s products.  When greaterproduct knowledge is needed, the sales teams bring in technical marketingrepresentatives from the appropriate product groups.  The sales team and technical marketing representative then worktogether to satisfy customer needs.

 

The company has a worldwide manufacturing and distributionnetwork.  Many of the company’smanufacturing facilities also serve as distribution centers. The company hastwenty facilities that are exclusively distribution centers, located inthirteen countries around the world. These distribution centers allow the company to quickly and efficientlymeet the demands of its global and regional customers.

 

**MajorCustomers**

 

The company’s largest customers are OEMs and wireless serviceproviders. In fiscal 2003, aggregate sales to the ten largest customersaccounted for 49% of total consolidated sales compared to 48% in 2002 and 44%in 2001.  Sales to Lucent Technologieswere $165.4 million or 16% of the company’s total sales in fiscal 2003,compared to $94.8 million or 11% of total sales in 2002.  In fiscal 2001, no single customer made up10% or more of the company’s total sales. In the fourth quarter of 2003, AT&T Wireless also accounted for morethan 10% of the company’s total sales.

 

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**ManufacturingLocations**

 

Andrew generally develops, designs, fabricates, manufactures andassembles the products it sells. Manufacturing facilities are located worldwide, sharing a company-widecommitment to quality and continuous improvement.  Andrew has worked to ensure that its manufacturing processes andsystems are based on the quality model developed by the InternationalOrganization for Standardization (ISO), and that identical managementguidelines are used at different Andrew locations to produce interchangeableproducts of the highest quality. Quality assurance teams oversee design, international standardsadherence, and verification and control of processes.   To date, more than forty Andrew locations have received ISO 9000certification, the most widely recognized standard for quality management.

 

With the acquisition of Allen, the company is currently in the processof integrating the manufacturing processes of both companies. These integrationplans include combined sourcing of components and consolidation ofmanufacturing facilities.

 

Andrew’s major manufacturing facilities are as follows:

 

**North America:**  ****Orland Park,Illinois is Andrew’s principal****manufacturing facility inthe U.S. and is also the location of corporate headquarters.  The OrlandPark facility manufactures HELIAX® coaxial cable, connectors,accessories, cable assemblies, microwave transmission lines, broadcasttransmission lines, base station antennas, and RADIAX® radiatingcables.  Other North American facilitiesinclude Whitby, Canada (cable assemblies and government antennas), Nogales,Mexico (multiband antennas) and Reynosa, Mexico, which was opened in 2003 forthe manufacture of microwave and base station antennas.  The company’s power amplifier products aresupplied by third-party contract manufacturers.

 

With the acquisition of Allen Telecom, the company acquired thefollowing manufacturing facilities in North America: Dallas, Texas (basestation antennas), Lynchburg, Virginia (geolocation systems), and Amesbury,Massachusetts (filters).  InNovember 2003, the company acquired selected assets of Channel Master LLC,a designer and manufacturer of DBS (Direct Broadcast Satellite) and VSAT (VerySmall Aperture Terminal) antennas and products. As part of this acquisition,the company leased a portion of Channel Master’s manufacturing facility inSmithfield, North Carolina.

 

**Asia Pacific: **The Suzhou, China manufacturing facilitymanufactures and delivers Andrew products to customers in Asia.  This facility manufactures HELIAX®coaxial cable, connectors, accessories, cable assemblies, and base stationantennas. In 1998, the company established a manufacturing facility in ****Goa, India, that**** manufacturesHELIAX® coaxial cable and microwave antennas.  The company added a filter manufacturing facilityin Shenzhen, China as part of the Allen acquisition.

 

**Europe**:  The Lochgelly, Scotland manufacturingfacility provides Andrew products for the European market. This facilitymanufactures HELIAX® coaxial cable, elliptical waveguide, connectors, accessories,and terrestrial microwave antennas.

 

During 2003, the company opened a new manufacturing facility in Brno,Czech Republic that manufactures cable assemblies, terrestrial microwave andGPS antennas.  The Allen acquisitionadded facilities in Agrate and Capriate, Italy (filters), Buchdorf, Germany andPardubice, Czech Republic (repeaters and other wireless innovation products),Bordeaux, France (power amplifiers) and Faenza, Italy (fiber optic andin-building coverage systems).

 

**South America: **Andrew’s ****Sorocaba,Brazil**** facility provides Andrew products for the LatinAmerican market.  This facilitymanufactures Heliax® coaxial cable, connectors, accessories, cable assemblies,elliptical waveguide, base station antennas, and terrestrial microwave products.

 

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# **Raw Materials and Components**

# ** **

The company’s products are manufactured from both standard componentsand parts that are built to the company’s specifications by othermanufacturers. The company uses various raw materials such as copper, aluminumand plastics in the manufacture of its products.  Copper, which is used to manufacture coaxial cable, represents asignificant portion of the company’s costs and, as a result, the company isexposed to fluctuations in the price of copper.  In order to reduce this exposure, the company has negotiatedcopper purchase contracts with various suppliers to purchase most of itsforecasted copperrequirements for fiscal year 2004. At September 30, 2003, thecompany had contracts to purchase 38.2 million pounds of copper for $29.5million.  Andrew considers itssources of supply for all raw materials to be adequate and is not dependentupon any single supplier for a significant portion of materials used in itsproducts.

 

Some of the company’s products include specialized componentsmanufactured by suppliers. Andrew is dependent upon a sole supplier for certainkey components for its power amplifier operations. If this source is not ableto provide these components in sufficient quantity and quality on a timely andcost-efficient basis, it could materially impact the company’s results ofoperations until another qualified supplier is found.  The company believes that its supply contracts and thissupplier’s contingency plans mitigate some of this risk.

 

**Researchand Development**

 

Andrew believes that the successful marketing of its products dependsupon its research, engineering and production skills.  Research and development activities are undertaken for newproduct development and for product and manufacturing process improvement.  In fiscal 2003, 2002 and 2001, Andrew spent$84.2 million, $58.0 million and $39.9 million, respectively, on research anddevelopment activities.  A substantialamount of the 2002 and 2003 activities was focused on power amplifiers.

 

# **Intellectual Property andIntangible Assets**

# ** **

As of September 30, 2003, the company had $93.1 million ofintangible assets, net of accumulated amortization, made up of patents,technology, supply agreements and various other intangible assets that thecompany has acquired through acquisitions. Almost all of these intangibleassets relate to patents, patent applications and related technology acquiredfrom Celiant and Allen Telecom.  Andrew’s internally developed intangible assets, such as patents, arenot recorded on the balance sheet. Andrew holds approximately 761 active patents, expiring at various timesbetween 2003 and 2023.  Andrew attemptsto obtain patent protection for significant developments whenever possible.  Andrew believes that, while patents andother intangible assets in aggregate are valuable to the company’s business,the company is not materially dependent on any one individual patent orintangible asset.

 

# **Competition**

# ** **

The company believes that it is the leading global supplier ofcommunications products and systems to the wireless subsystem infrastructuremarket.  The company has the ability toprovide total customer solutions, including virtually all components of awireless base station that are outsourced by OEMs and wireless serviceproviders.  This allows the company tobetter meet the performance and cost efficiency requirements of its customerswho benefit from the availability of one-stop shopping for all of theirwireless infrastructure needs.  Thecompany also believes that it differentiates itself by offering superiorproduct quality, service and continual technological enhancement.  While the company believes that few of itscompetitors can match its complete product offering, the company faces severalstrong competitors that compete with a significant portion of the company’stotal product offering. In addition, there are a number of small independentcompanies that compete with portions of the company’s product lines.

 

10

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Representativecompetitors in the company’s five primary product groups are as follows:

 
| **Product  Group**       |   | **Representative Competitors**                             |
|--------------------------|--------|------------------------------------------------------------|
|                     |   |                                                       |
| Antennas                 |   | Kathrein,  RFS, EMS Technologies and LGP/Allgon            |
|                     |   |                                                       |
| Base Station  Subsystems |   | Powerwave,  Remec, RFS, LGP/Allgon and Filtronic           |
|                     |   |                                                       |
| Cable  Products          |   | RFS, NK,  Huber + Suhner, Eupen, CommScope and Amphenol    |
|                     |   |                                                       |
| Network  Solutions       |   | True  Position, Qualcomm, Agilent Technologies and Comarco |
|                     |   |                                                       |
| Wireless  Innovations    |   | LGP/Allgon,  LGC Wireless and RFS                          |

 

**Backlogand Seasonality**

 

The company’s backlog of orders believed to be firm and due to shipwithin the next year and beyond was $327.3 million and $195.3 million in 2003and 2002, respectively.  Due to thevariability of shipments under large contracts, customers’ seasonalinstallation considerations and variations in product mix and in profitabilityof individual orders, the company can experience wide quarterly fluctuations insales and income.  These variations areexpected to continue in the future. Consequently, it is more meaningful to focus on annual rather thaninterim results.

 

**Environment**

 

Andrew is committed to demonstrating the highest standard of globalenvironmental management and achieving environmental best practices.  Six locations have been awardedcertifications for ISO 14001, an international standard for environmentalmanagement systems.  The company iscommitted to the continual improvement of its environmental management systemand practices, including resource conservation and pollution prevention. Andrewengages in a variety of activities to comply with various federal, state andlocal laws and regulations involving the protection of the environment.Compliance with such laws and regulations does not currently have a significanteffect on the company’s capital expenditures, earnings, or competitiveposition.  In addition, the company hasno knowledge of any environmental condition that might individually or in theaggregate have a material adverse effect on its financial condition.

 

**Employees**

 

At September 30, 2003, Andrew had 7,228 employees, 2,671 of whomwere located in the United States.  Ofthese 7,228 employees, 1,017 employees were temporary workers, 182 of whom werelocated in the United States. None of Andrew’s employees are subject tocollective bargaining agreements.  As amatter of policy, Andrew seeks to maintain good relations with employees at alllocations.

 

11

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**Regulation**

 

Although Andrew is not directly regulated by any governmental agency inthe United States, most of its customers and the telecommunications industry,in general, are subject to regulation by the Federal Communications Commission(FCC).  The FCC controls the granting ofoperating licenses, allocation of transmission frequencies and the performancecharacteristics of certain products. This regulation has not adversely affected Andrew’s operations.  Outside of the United States, where many ofAndrew’s customers are government owned and operated entities, changes ingovernment economic policy and communications regulation have affected, in thepast and may be expected to affect in the future, the volume of Andrew’snon-U.S. business.  However,historically these regulations have not been detrimental to Andrew’s non-U.S.operations taken as a whole.

 

Certain of the company’s wireless communications products must conformto a variety of domestic, foreign and international regulatory specificationsestablished to, among other things, maintain public safety, avoid interferenceamong users of radio frequencies and permit interconnection of equipment.  Regulatory bodies worldwide have adopted andare adopting or revising standards for wireless communications products, whichstandards may change from time to time. The emergence or evolution of regulations and industry standards forwireless products, through official standards committees or widespread use byoperators, could require the company to modify its products.

 

Andrew’s business depends on the availability of radio frequencies toservice providers for use in the operation of two-way wireless communicationssystems.  Radio frequencies are subjectto extensive regulation under the laws of the United States, foreign laws andinternational treaties.  Each countryhas different regulations and regulatory processes for wireless communicationsequipment and uses of radio frequencies. The regulatory environment in which the company’s customers operate issubject to significant change, the results and timing of which areuncertain.  The process of establishingnew regulations for wireless frequencies and allocating such frequencies toservice providers is complex and lengthy. For example, in many countries, it may take several years before 3Gwireless communications will be available to the public because of the need to:(i) determine what frequencies to use for the service; (ii) clear the necessaryspectrum of its current users, if necessary; (iii) establish regulations forthis new wireless service; (iv) auction the spectrum or otherwise determine thefrequency licensees; and (v) build out the necessary infrastructure.  Andrew’s customers and potential customersmay not be able to obtain spectrum licenses for their planned uses of thecompany’s equipment.  Failure by theregulatory authorities to allocate suitable, sufficient radio frequencies forsuch uses in a timely manner could deter potential customers from ordering thecompany’s products and seriously harm the company’s business.

 

Unlike calls placed from landline telephones in the U.S., calls foremergency assistance from wireless phones are not currently traceable tospecific locations in many cases.  Inresponse to this public safety issue, the FCC issued a series of ordersrequiring that service providers implement a system to locate callers.  Operators must choose between satisfying theFCC’s requirements under a handset-based approach or a network-based approachor petition the FCC for a waiver allowing an extension to implement a hybrid ordifferent approach.  Implementationdeadlines vary depending on the waivers and consent decrees granted by the FCCand whether the operator is choosing a network-based or a handset-basedapproach. Operators who have elected a network-based approach have petitionedthe FCC for individual implementation deadlines that extend untilFebruary 2005.  Additionally, forwireless service providers who choose network-based solutions, the rulesspecify responsibilities for coverage areas once the local public E-911 servicehas requested this service.  Operatorselecting a handset-based approach are required to have a 95% penetration of allhandsets with geolocation capability by December 31, 2005.  Some smaller service providers are seekingwaivers and/or delays in the FCC’s implementation of these requirements.  Andrew offers a network-based system forlocating wireless phone users making E-911 calls.  The company’s sales of this product will be affected by anychanges in the FCC’s E-911 rollout or other requirements, by the decisions ofservice providers to use network-based, handset-based or other E-911 systems,and the timing of requests made by local public E-911 services.

 

12

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**GovernmentContracts**

 

Andrew performs work for the United States Government primarily underfixed-price prime contracts and subcontracts. Under fixed-price contracts, Andrew realizes any benefit or detrimentoccasioned by lower or higher costs of performance.  Total direct and indirect sales to agencies of the United StatesGovernment were $18.2 million in 2003, $15.4 million in 2002, and $9.8 millionin 2001.  These contracts are typicallyless than 12 months in duration.

 

# **Available Information**

# ** **

The SEC maintains an internet site, www.sec.gov, through which you mayaccess the company’s annual report on Form 10-K, quarterly reports on Form10-Q, current reports on Form 8-K, proxy and other information statements, aswell as amendments to these reports.  Inaddition, the company makes these reports available free of charge on thecompany’s Internet website, www.andrew.com.

 

Andrew maintains a corporate governance page on the company’swebsite.  This website includes, amongother items, the Andrew Corporation Operating Principles for the Board ofDirectors, charters of each committee of the Board, the Andrew Code of Conductand information regarding the company’s Whistleblower Policy.  The corporate governance information can befound at www.andrew.com

 

13

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**Item 2. Properties**

 

Andrew’s primary facilities are manufacturing and distribution centers,of which there are approximately forty locations worldwide.  Additionally, the company maintains oversixty sales, engineering, and operating offices worldwide.  Andrew’s corporate headquarters are locatedat the facility in Orland Park, Illinois. All properties are in good condition and are suitable for the purposesfor which they are used.  With theacquisition of Allen Telecom, the company is currently in the process ofintegrating the business processes and consolidating manufacturing anddistribution facilities of both companies. The following table shows the company’s significant facilities:

** **
| **Location**                 |   | **Owned/Leased** |   | **Approximate  Floor Area in  Square Feet** |   |
|------------------------------|--------|------------------|--------|---------------------------------------------|--------|
|                         |   |             |   |                                        |   |
| Orland Park,  Illinois       |   | Owned            |   | 590,000                                     |   |
| Dallas,  Texas (2)           |   | Leased           |   | 262,000                                     |   |
| Addison,  Illinois (1)       |   | Leased           |   | 201,000                                     |   |
| Richardson,  Texas           |   | Owned            |   | 100,000                                     |   |
| Warren, New  Jersey          |   | Leased           |   | 93,000                                      |   |
| Amesbury,  Massachusetts (2) |   | Leased           |   | 78,000                                      |   |
| Lynchburg,  Virginia (2)     |   | Owned            |   | 75,000                                      |   |
| Burlington,  Iowa (1)        |   | Owned            |   | 70,000                                      |   |
| Ashburn,  Virginia (2)       |   | Leased           |   | 67,400                                      |   |
| U.S.  subtotal               |   |             |   | 1,536,400                                   |   |
|                         |   |             |   |                                        |   |
| Suzhou,  China               |   | Owned            |   | 268,000                                     |   |
| Lochgelly,  Scotland         |   | Owned/Leased     |   | 190,000                                     |   |
| Brno, Czech  Republic        |   | Leased           |   | 176,000                                     |   |
| Shenzhen,  China (2)         |   | Leased           |   | 171,000                                     |   |
| Sorocaba,  Brazil       |   | Owned            |   | 158,000                                     |   |
| Reynosa,  Mexico (3)         |   | Owned/Leased     |   | 147,300                                     |   |
| Reynosa,  Mexico (2)         |   | Owned            |   | 57,000                                      |   |
| Campbellfield,  Australia    |   | Owned            |   | 115,000                                     |   |
| Buchdorf,  Germany (2)       |   | Owned            |   | 108,700                                     |   |
| Whitby,  Canada              |   | Owned            |   | 101,000                                     |   |
| Capriate,  Italy (2)         |   | Leased           |   | 75,000                                      |   |
| Goa, India                   |   | Leased           |   | 68,000                                      |   |
| Nogales,  Mexico             |   | Leased           |   | 66,000                                      |   |
| Agrate,  Brianza, Italy (2)  |   | Leased           |   | 64,000                                      |   |
| Non-U.S.  subtotal           |   |             |   | 1,765,000                                   |   |
|                         |   |             |   |                                        |   |
| TOTAL                        |   |             |   | 3,301,400                                   |   |

 

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(1)     The company plans to offer for sale and/or vacate these locations infiscal year 2004 as part of the company’s restructuring and integration plans.

 

(2)     These facilities were acquired or leased as a result of the acquisitionof Allen in July 2003.

 

(3)     An additional facility of approximately 160,000 square feet is currentlybeing constructed adjacent to the original facility in Reynosa.

 

Andrew owns approximately 400 acres of land.  Generally the company’s manufacturing and distribution facilitiesare located on this land.  Of thistotal, approximately 200 acres are unimproved, including 98 acres in Ashburn,Canada, used 

 

14

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for operations of the Whitby, Canada facility.

 

**Item 3. Legal Proceedings**

 

On December 11, 2001, a lawsuit was filed against Allen in theUnited States District Court for the District of Delaware by a competitor,TruePosition, Inc., and its subsidiary, KSI, Inc.  In their original complaint, the plaintiffsalleged that Allen, through its Grayson Wireless division, infringed threepatents in connection with Allen’s GEOMETRIX wireless geolocationbusiness.  On July 16, 2002, theplaintiffs amended their complaint to include four additional patents in thelawsuit.  In Allen’s answer to theoriginal complaint, filed on January 18, 2002, and to the amendedcomplaint, filed on July 30, 2002, it has denied all of the plaintiffs’allegations and asserted a patent infringement counterclaim of one of Allen’spatents and asserted antitrust and business tort counterclaims based onplaintiffs’ bad faith initiation of the present litigation.  Allen and plaintiffs have agreed to withdrawclaims of infringement with respect to three of plaintiffs’ seven patents insuit and Allen’s patent in suit.  Thelawsuit relates to all of the geolocation products of Andrew’s Allensubsidiary, which products have accounted for approximately $221.7 millionof Allen’s total sales since their introduction and approximately $167.9million of Allen’s total sales for the fiscal year ended September 30,2003.  Plaintiffs are seeking damagesfor lost profits, price erosion and royalties due to Allen’s allegedinfringement and have requested that such damages be trebled as a result ofalleged willful infringement by Allen. The company believes that plaintiffs have suffered no damages.  Plaintiffs are also seeking to enjoinAllen’s alleged infringement.  A trialdate of April 13, 2004 has been set. Andrew believes that Allen has meritorious defenses against the claimsasserted by the plaintiffs, and the company intends to vigorously defend thelawsuit.  There can be no assurance,however, that Andrew will ultimately prevail in this action. Whether Andrewultimately wins or loses, litigation could be time-consuming and costly andinjure the company’s reputation.  If theplaintiffs prevail in this action, Andrew may be required to pay a substantialjudgment and/or negotiate royalty or license agreements with respect to thepatents at issue, and may not be able to enter into such agreements onacceptable terms.  Any limitation on thecompany’s ability to provide a service or product could cause the company tolose revenue-generating opportunities and require Andrew to incur additionalexpenses, either of which could have a material adverse effect on the company’sbusiness.  Andrew may also be requiredto indemnify its customers for any expenses or liabilities resulting from theclaimed infringements.  These potentialcosts and expenses, as well as the need to pay any damages awarded in favor ofthe plaintiffs, which may be material in amount, could increase Andrew’sselling, general and administrative expenses, reduce the company’s income andadversely affect the company’s liquidity.

 

On December 12, 2003, Antel Holding, Ltd. (Antel) a subsidiary ofGroup Menetap, Ltd., filed a Notice of Arbitration and Statement of Claim withthe American Arbitration Association. The claim relates to the purchase byAntel of the company’s interest in certain Russian ventures pursuant to a SharePurchase and Sale Agreement dated November 5, 2001.  The Statement of Claim asserts that thecompany breached warranties and representations in connection with the sale andthat Antel was thereby damaged in an amount to be proven up to theindemnification limit of $40 million. The company believes that the Claim iswithout merit and intends to defend the matter vigorously.

 

The company is also a party to various other legal proceedings, lawsuitsand other claims arising in the ordinary course of its business.  The company does not believe that such otherlitigation, if adversely determined, would have a material effect on thecompany’s business, financial position, results of operations or cash flow.

 

**Item4.  Submission of Matters to a Vote ofSecurity Holders**

 

(a) Thecompany held a special meeting of stockholders on July 15, 2003.

 

(c) Thefollowing proposals were approved by a vote of stockholders at this meeting:

 
| 1. | Proposal to approve the issuance of shares  of Andrew common stock and Andrew Series A 7.75% Convertible Preferred Stock  in connection with the merger of Allen Telecom Inc. with and into  Adirondacks, LLC, a wholly owned subsidiary of Andrew, as contemplated by the  Agreement and Plan of Merger among Andrew, Adirondacks and Allen.  This proposal was approved by a vote of |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

15

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|   | 71,414,581 shares for, 1,982,955 shares  against and 632,194 shares withheld.                                                                                                                                                                                                                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.     | Proposal to amend the certificate of  incorporation of Andrew Corporation to authorize the creation of a Series A  7.75% Convertible Preferred Stock.   This proposal was approved by a vote of 71,164,150 shares for,  2,210,374 shares against and 655,206 shares withheld.                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.     | Proposal to amend the certificate of  incorporation of Andrew Corporation to increase the maximum size of the  Andrew board of directors from 11 to 13.   This proposal was approved by a vote of 70,676,336 shares for,  2,704,732 shares against and 648,662 shares withheld.                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.     | Proposal to approve adjournments or  postponements of the Andrew special meeting, if necessary, to permit further  solicitation of proxies if there are not sufficient votes at the time of the  Andrew special meeting to approve the above proposals.  This proposal was approved by a vote of 53,587,582  shares for, 19,308,840 shares against and 1,132,458 shares withheld. |

 

**AdditionalItem - Corporate Officers of the Registrant**

 

Information concerning this item is incorporated herein by reference tothe 2003 Annual Report to Stockholders, pages 70 through 71, and filed hereinas Exhibit 13.

 

###### **PART II**

 

**Item5-Market for the Registrant’s Common Stock and Related Stockholder Matters**

 

Andrew’s common stock is traded on the National NASDAQ Market and theChicago Stock Exchange, under the symbol ANDW.

 

Andrew had 4,214 holders of common stock of record at December 12,2003.

 

Information concerning the company’s stock price during the years endedSeptember 30, 2003 and 2002 is incorporated herein by reference fromAndrew’s 2003 Annual Report to Stockholders, page 52.  All prices represent high and low daily closing prices asreported by NASDAQ.

 

It is the present practice of Andrew’s Board of Directors to retainearnings in the business to finance the company’s operations and investments,and the company does not anticipate payment of cash dividends on common stockin the foreseeable future.

 

Long-term debt agreements include restrictive covenants that, amongother things, restrict dividend payments. At September 30, 2003, $643 million of retained earnings was notrestricted from use for such payments.

 

The company issued $240.0 million of ten-year, 3.25% convertible notesin the fourth quarter of 2003. The company received net proceeds of $233.1million after issuance costs of $6.9 million. The company used $49.6 million ofthese net proceeds to repurchase 5.0 million shares of the company’s commonstock. The company used an additional $10.0 million of net proceeds to repayoutstanding short-term indebtedness. The company intends to use the balance ofthe net proceeds to fund working capital, capital expenditures and othergeneral corporate purposes, including the possible repurchase of additionalcommon stock. Pending the use of such net proceeds, the company intends toinvest these funds in investment-grade interest bearing securities.

 

16

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**Item6-Selected Financial Data**

 

Selected financial data for the last eleven fiscal years isincorporated herein by reference to the 2003 Annual Report to Stockholders, pages54 and 55.

 

**Item7-Management’s Discussion and Analysis of Financial Condition and Results ofOperations**

 

Information concerning this item is incorporated herein by referencefrom the 2003 Annual Report to Stockholders, pages 17 through 26.

 

**Item7a-Quantitative and Qualitative Disclosures about Market Risks**

 

Andrew is exposed to market risk from changes in interest rates,foreign exchange rates and commodities as follows:

 

**Interest Rate Risk**The company had $319.1 million in debt outstanding at September 30, 2003in the form of lines of credit and debt agreements at both fixed and variablerates.  The company is exposed tointerest rate risk primarily through its variable rate debt, which totaled $5.3million or 1.7% of the company’s total debt. A 100 basis point increase ininterest rates would not have a material effect on the company’s financialposition, results of operations or cash flows. Andrew currently does not use derivative instruments to manage its interestrate risk.

 

**Foreign Currency Risk**  The company’s international operationsrepresent a substantial portion of its overall operating results and assetbase. In many cases, the company’s products are produced at manufacturingfacilities in foreign countries to support sales in those markets. Duringfiscal year 2003, sales of products exported from the United States ormanufactured abroad were 56% of total sales. The company’s identifiable foreignexchange rate exposures result primarily from accounts receivable from customersales, anticipated purchases of product from affiliates and third-partysuppliers and the repayment of intercompany loans with foreign subsidiariesdenominated in foreign currencies.  Thecompany primarily manages its foreign currency risk by making use of naturallyoffsetting positions that include the establishment of local manufacturingfacilities that conduct business in local currency. The company alsoselectively utilizes derivative instruments such as forward exchange contractsto manage the risk of exchange fluctuation. These instruments held by the company are not leveraged and are not heldfor trading or speculative purposes.

 

**Commodity Risk**  The company uses various metals in theproduction of its products. Copper, which is used to manufacture coaxial cable,is the most significant of these metals. As a result, the company is exposed to fluctuations in the price ofcopper.  In order to reduce this exposure, the company has entered intocontracts with various suppliers to purchase almost all of its forecastedcopper requirements for fiscal year 2004. At September 30, 2003 thecompany had contracts to purchase 38.2 million pounds of copper for $29.5million.

 

**Item8-Financial Statements and Supplementary Data**

 

The Consolidated Financial Statements of the company, Notes toConsolidated Financial Statements, Selected Quarterly Financial Information,and the report thereon of the independent auditors, are incorporated herein byreference to the 2003 Annual Report to Stockholders, pages 27 through 53.

 

**Item9-Changes in and Disagreements with Accountants on Accounting and FinancialDisclosures**

 

None

 

**Item9A-Controls and Procedures**

 

Evaluation of Disclosure Controls and Procedures:

 

As of September 30, 2003 the company’s management, including itsChief Executive Officer and Chief Financial Officer, have reviewed andevaluated the effectiveness of the company’s disclosure controls and procedurespursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934.  Based on that review and evaluation, theChief Executive Officer and Chief Financial Officer have concluded that thecompany’s disclosure controls and procedures are adequate and effective 

 

17

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and that no changes are required at this time.

 

Changes in Internal Controls:

 

In connection with the evaluation by management, including its ChiefExecutive Officer and Chief Financial Officer, of the company’s internalcontrol over reporting, pursuant to Exchange Act Rule 13a-15(d), no changesduring the fiscal year ended September 30, 2003 were identified that havematerially affected, or are reasonably likely to materially affect, thecompany’s internal control over financial reporting.

 

**PARTIII**

 

**Item10-Directors and Executive Officers of the Registrant**

 

Information concerning Andrew’s directors is incorporated herein byreference from the company’s 2003 Proxy Statement under the caption “Electionof Directors.”

 

Information concerning compliance with Section 16(a) of theExchange Act is incorporated herein by reference from the company’s 2003 ProxyStatement under the caption “Section 16(a) Beneficial Ownership ReportingCompliance.”

 

Information concerning Andrew’s executive officers can be found in PartI of this Annual Report on Form 10-K under the caption “Additional Item -Corporate Officers of the Registrant.”

 

Information concerning Andrew’s Code of Ethics is incorporated hereinby reference from the company’s 2003 Proxy Statement under the caption“Corporate Governance Policies and Practices.”

 

**Item11-Executive Compensation**

 

Information concerning management and director compensation isincorporated herein by reference from the company’s 2003 Proxy Statement underthe captions “Director Compensation” and “Executive Compensation.”

 

**Item 12-Security Ownership of Certain BeneficialOwners and Management, and Related Stockholder matters**

 

Information concerning security ownership of certain beneficial ownersand management is incorporated herein by reference from the company’s 2003Proxy Statement under the caption “Ownership of Andrew Common Stock.”

 

Information concerning related stockholder matters is incorporatedherein by reference from the company’s 2003 Proxy Statement under the caption“Equity Compensation Plan Information.”

 

**Item13-Certain Relationships and Related Transactions**

 

None

 

**PARTIV**

 

# **Item l4- PrincipalAccountant Fees and Services**

 

Information concerning fees and services of the company’s principalaccountant is incorporated herein by reference from the company’s 2003 ProxyStatement under the caption “Appointment of Independent Auditors.”

 

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# **Item l5-Exhibits,Financial Statement Schedules and Reports on Form 8-K**

 

(a)(1) Thefollowing consolidated financial statements of Andrew Corporation andsubsidiaries included in the 2003 Annual Report to Stockholders areincorporated by reference from the 2003 Annual Report to Stockholders into Item8 above:

 
| Consolidated  Statements of Operations  years ended September 30, 2003, 2002 and 2001                | page 27    |
|-----------------------------------------------------------------------------------------------------------|------------|
|                                                                                                      |       |
| Consolidated  Balance Sheets  September 30, 2003 and 2002                                            | page 28-29 |
|                                                                                                      |       |
| Consolidated  Statements of Cash Flows  years ended September 30, 2003, 2002 and 2001                | page 30    |
|                                                                                                      |       |
| Consolidated  Statements of Stockholders’ Equity  years ended September 30, 2003, 2002 and 2001 | page 31    |
|                                                                                                      |       |
| Notes to Consolidated Financial Statements                                                                | page 32    |
|                                                                                                      |       |
| Selected Quarterly Financial Information  (Unaudited)                                                     | page 52    |
|                                                                                                      |       |
| Report of Independent Auditors                                                                            | page 53    |

 

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**(a)(2)Financial Statement Schedule**

 
| **Column A**                             |   | **Column B**                               |   | **Column C**                                 |   | **Column D**                                     |   | **Column E**                            |   |
|------------------------------------------|--------|--------------------------------------------|--------|----------------------------------------------|--------|--------------------------------------------------|--------|-----------------------------------------|--------|
|                                     |   |                                       |   | **Additions**                                |   | **Deductions**                                   |   | **Balance at  end of********of period** |   |
|                                     |   | **Balance at  beginning********of period** |   | **Charged to********costs  &  expenses** |   | **Balance  acquired from********Allen  Telecom** |   | **Charged to  other********accounts**   |   |   |   |
|                                     |   |                                       |   |                                         |   |                                             |   |
|                                     |   |                                       |   |                                         |   |                                             |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Year Ended  September 30, 2003      |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Allowance  for doubtful accounts         |   | 6,516                                      |   | 3,473                                        |   | 2,597                                            |   | 423                                     | (1)    | (2,347 | )(2) | 10,662 |   |
| Inventory  reserves                      |   | 11,919                                     |   | 1,747                                        |   | 32,688                                           |   | —                                  |   | (2,823 | )(3) | 43,531 |   |
| Deferred tax  assets valuation allowance |   | 2,678                                      |   | 9,491                                        |   | 6,520                                            |   | —                                  |   | (2,633 | )(4) | 16,056 |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Year Ended  September 30, 2002      |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Allowance  for doubtful accounts         |   | 4,053                                      |   | 4,434                                        |   | —                                           |   | 1,741                                   | (1)    | (3,712 | )(2) | 6,516 |   |
| Inventory  reserves                      |   | 12,741                                     |   | 5,182                                        |   | —                                           |   | —                                  |   | (6,004 | )(3) | 11,919 |   |
| Deferred tax  assets valuation allowance |   | —                                     |   | 2,678                                        |   | —                                           |   | —                                  |   | — |   | 2,678 |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Year Ended  September 30, 2001      |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
|                                     |   |                                       |   |                                         |   |                                             |   |                                    |   |   |   |   |   |
| Allowance  for doubtful accounts         |   | 2,913                                      |   | 3,192                                        |   | —                                           |   | 228                                     | (1)    | (2,280 | )(2) | 4,053 |   |
| Inventory  reserves                      |   | 10,366                                     |   | 6,435                                        |   | —                                           |   | —                                  |   | (4,060 | )(3) | 12,741 |   |

 

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(1)          Collectionof accounts receivable charged against allowance

(2)          Accountsreceivable charged to allowance

(3)          Inventorydisposals

(4)          Deferredtax assets utilized

 

20

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**(a)(3)Exhibit Index:**

 
| **Exhibit  No.** |   | **Description**                                                                                                                                                                                                                                  |   | **Reference**                                                                                                                                        |
|------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 3.1              |   | Restated Certificate of Incorporation                                                                                                                                                                                                            |   | Filed as Exhibit 4.1 to Form S-8 filed on  July 22, 2003 and incorporated herein by reference. (SEC File No.  333-107243)                       |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 3.2              |   | By-Laws of Registrant                                                                                                                                                                                                                            |   | Filed as Exhibit 3.1(ii) to Form 10-K for  fiscal year ended September 30, 1994 and incorporated herein by  reference. (SEC File No. 000-09514) |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.1              |   | Note Agreement dated September 1, 1990                                                                                                                                                                                                      |   | Filed as Exhibit 4(a) to Form 10-K for  fiscal year ended September 30, 1992 and incorporated herein by  reference. (SEC File No. 000-09514)    |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.2              |   | First Amendment to Note Agreement dated  September 1, 1990                                                                                                                                                                                  |   | Filed as Exhibit 4(a)a to Form 10-K for  fiscal year ended September 30, 1992 and incorporated herein by  reference. (SEC File No. 000-09514)   |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.3              |   | Note Assumption and Exchange Agreement  dated as of July 15, 2003                                                                                                                                                                           |   | Filed as Exhibit 4.3 to Form S-3 dated  October 28, 2003 and incorporated herein by reference. (SEC File No.  33-110014)                        |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.4              |   | Stockholder Rights Agreement Dated  November 14, 1996                                                                                                                                                                                       |   | Filed under Item 5 of Form 8-K dated  November 14, 1996 and incorporated herein by reference. (SEC File No.  000-09514)                         |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.5              |   | Registration Rights Agreement dated as of  June 4, 2002 between Andrew Corporation and each of the stockholders  named therein.                                                                                                             |   | Filed as Exhibit 4.1 to Form S-3 dated  August 19, 2002 and incorporated herein by reference.                                                   |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.6              |   | Indenture, dated as of August 8, 2003,  between the Registrant and BNY Midwest Trust Company, as Trustee                                                                                                                                    |   | Filed as Exhibit 4.6 to Form S-3 dated  October 28, 2003 and incorporated herein by by reference (SEC File No.  333-110014)                     |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.7              |   | Form of 31/4% Convertible  Subordinated Note due 2013 (included as Exhibit A to the Indenture filed as  Exhibit 4.6)                                                                                                                             |   | Filed as Exhibit 4.7 to Form S-3 dated  October 28, 2003 and incorporated herein by reference (SEC File No.  333-110014)                        |
|             |   |                                                                                                                                                                                                                                             |   |                                                                                                                                                 |
| 4.8              |   | Registration Rights Agreement, dated as of  August 8, 2003, among the Registrant and Morgan Stanley & Co.  Incorporated, Banc of America Securities LLC and Citigroup Global Markets  Inc.,as representatives of the Initial Purchasers |   | Filed as Exhibit 4.8 to Form S-3 dated  October 28, 2003 and incorporated herein by reference (SEC File No.  333-110014)                        |

 

21

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| **Exhibit  No.** |   | **Description**                                                                                                 |   | **Reference**                                                                                                                                               |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.1*            |   | Executive Severance Benefit Plan Agreement  with Floyd L. English                                               |   | Filed as Exhibit 10(a) to Form 10-Q for  fiscal quarter ended June 30, 1996 and incorporated herein by reference.  (SEC File No. 000-09514)            |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.2*            |   | Executive Severance Benefit Plan Agreement  with Charles R. Nicholas                                            |   | Filed as Exhibit 10(a) to Form 10-Q for  fiscal quarter ended June 30, 1996 and incorporated herein by reference.  (SEC File No. 000-09514)            |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.3*            |   | Executive Severance Benefit Plan Agreement  with John B. Scott                                                  |   | Filed as Exhibit 10(a)a to Form 10-K for  fiscal year ended September 30, 1993 and incorporated herein by  reference. (SEC File No. 000-09514)         |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.4*            |   | Executive Severance Benefit Plan Agreement  with Robert J. Hudzik                                               |   | Filed as Exhibit 10(a)c to Form 10-Q for  fiscal quarter ended December 31, 1997 and incorporated herein by  reference.  (SEC File No. 000-09514) |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.5*            |   | Executive Severance Benefit Plan Agreement  with John E. DeSana                                                 |   | Filed as Exhibit 10(a)c(iii) to Form 10-Q  for quarter ended December 31, 1998 and incorporated herein by  reference.                                  |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.6*            |   | Executive Severance Benefit Plan Agreement  with Gregory F. Maruszak                                            |   | Filed as Exhibit 10.9 to Form 10-K for  fiscal year ended September 30, 2000 and incorporated herein by  reference.                                    |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.7*            |   | Management Incentive Plan Dated  February 4, 1988                                                          |   | Filed as Exhibit 10(c) to Form 10-K for fiscal  year ended September 30, 1993 and incorporated herein by reference. (SEC  File No. 000-09514)          |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.8*            |   | Non-employee Directors’ Stock Option Plan  dated February 10, 1998, as amended November 18, 1999 |   | Filed as Exhibit 10(c) to Form 10-K for  fiscal year ended September 30, 1999 and incorporated herein by  reference.                                   |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.9             |   | Guaranty dated as of April 11, 1996                                                                        |   | Filed as Exhibit 10(d)d to Form 10-Q for  fiscal quarter ended June 30, 1996 and incorporated herein by reference.  (SEC File No. 000-09514)           |
|             |   |                                                                                                            |   |                                                                                                                                                        |
| 10.10            |   | Replacement Note dated as of April 8,  1996                                                                |   | Filed as Exhibit 10(d)e to Form 10-Q for  fiscal quarter ended June 30, 1996 and incorporated herein by reference.  (SEC File No. 000-09514)           |

 

22

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| **Exhibit  No.** |   | **Description**                                                                                            |   | **Reference**                                                                                                                                                     |
|------------------|--------|------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.11            |   | Credit Agreement dated as of March 17,  2000                                                          |   | Filed as Exhibit 10 to Form 10-Q for  quarter ended March 31, 2000 and incorporated herein by reference.                                                     |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.12            |   | Amended and Restated Employee Stock  Purchase Plan adopted November 12, 1998                          |   | Filed with Proxy Statement in connection  with Annual Meeting held February 9, 1999 (filed on December 22,  1998) and incorporated herein by reference. |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.13            |   | Amended and Restated Employee Retirement  Benefit Restoration Plan                                         |   | Filed with Proxy Statement in connection  with Annual Meeting held February 9, 1999 (filed on December 22,  1998) and incorporated herein by reference. |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.14*           |   | Management Incentive Program, Dated  November 18, 1999                                                |   | Filed as Exhibit 10.18 to Form 10-K for  fiscal year ended September 30, 2000 and incorporated herein by  reference.                                         |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.15+           |   | Supply Agreement dated as of  April 3, 2003 between Lucent Technologies Inc. and Celiant Corporation. |   | Filed as Exhibit 99.1 to Form 8-K file on April 9, 2003 and incorporated  herein by reference. (SEC File  No 001-14617)                                      |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.16*           |   | Allen Telecom Inc. Employee Before-Tax  Savings Plan                                                       |   | Filed as Exhibit 4.4 to Form S-8 filed on  August 1, 2003 and incorporated herein by reference (SEC File No.  333-107550)                                    |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.17*           |   | Allen Telecom Inc. Amended and Restated  1992 Stock Plan                                                   |   | Filed as Exhibit 4.5 to Form S-8 filed on  August 1, 2003 and incorporated herein by reference (SEC File No.  333-107550)                                    |
|             |   |                                                                                                       |   |                                                                                                                                                              |
| 10.18*           |   | Allen Telecom Inc. Amended and Restated  1994 Non-Employee Director Stock Plan                             |   | Filed as Exhibit 4.6 to Form S-8 filed on  August 1, 2003 and incorporated herein by reference (SEC File No.  333-107550)                                    |

 

23

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| **Exhibit  No.** |   | **Description**                                                                                                                                          |   | **Reference**                                                                                                                                  |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.19*           |   | Executive Severance Benefit Plan Agreement  with Ralph E. Faison                                                                                         |   | Filed as Exhibit 10.19 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.20*           |   | Executive Severance Benefit Plan Agreement  with Marty R. Kittrell                                                                                       |   | Filed as Exhibit 10.20 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.21*           |   | Executive Severance Benefit Plan Agreement  with Karen Quinn-Quintin                                                                                     |   | Filed as Exhibit 10.21 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.22*           |   | Executive Severance Benefit Plan Agreement  with J.C. Huang                                                                                              |   | Filed as Exhibit 10.22 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.23*           |   | Executive Severance Benefit Plan Agreement  with Paul R. Cox                                                                                             |   | Filed as Exhibit 10.23 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.24            |   | First amendment to amended and  restated credit agreement Dated June 30, 2003                                                                       |   | Filed as Exhibit 10.24 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 10.25            |   | Second amendment to amended and  restated credit agreement dated August 4, 2003                                                                     |   | Filed as Exhibit 10.25 herein                                                                                                                  |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 12               |   | Statement regarding ratio of  earnings/(loss) to fixed charges                                                                                           |   | Filed as Exhibit 12 herein                                                                                                                     |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 13               |   | 2003 Annual Report to Stockholders                                                                                                                       |   | Pages 17 through 55 and pages 70 through 71  of the 2003 Annual Report to Stockholders, which are expressly incorporated  herein by reference. |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 21               |   | List of Significant Subsidiaries                                                                                                                         |   | Filed as Exhibit 21 herein                                                                                                                     |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 23               |   | Consent of Independent Auditors                                                                                                                          |   | Filed as Exhibit 23 herein                                                                                                                     |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 31.1             |   | Certification by Ralph E. Faison pursuant  to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002   |   | Filed as Exhibit 31.1 herein                                                                                                                   |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 31.2             |   | Certification by Marty R. Kittrell pursuant  to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002 |   | Filed as Exhibit 31.2 herein                                                                                                                   |
|             |   |                                                                                                                                                     |   |                                                                                                                                           |
| 32               |   | Section 1350 Certification                                                                                                                          |   | Filed as Exhibit 32 herein                                                                                                                     |

 

24

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----

*Indicatescompensatory plan

 

+Portions ofthis exhibit have been omitted pursuant to the Commission’s grant of a requestfor confidential treatment.

 

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

 

On August 6, 2003, the company filed under Items 5 and 7 of Form8-K. The Form 8-K contained a press release announcing an agreement to sellconvertible subordinated notes.

 

On August 5, 2003, the company filed under Items 5 and 7 of Form8-K. The Form 8-K contained two press releases.  The first press release announced the Company’s proposed sale ofconvertible subordinated notes. The second press release announced theCompany’s additional share repurchase program.

 

On August 4, 2003, the company filed under Item 7 of Form 8-K/A.The Form 8-K/A replaced the Item 7 information contained in the Form 8-K filedJuly 17, 2003 and contained certain unaudited condensed consolidated proforma financial information of the Company reflecting the Allen acquisition.

 

On July 31, 2003, the company furnished a report under Items 12and 7 of Form 8-K. The 8-K contained a press release regarding financialresults for both Andrew’s and Allen Telecom, Inc.’s June 2003, as well asa transcript of the conference call presentation that followed the pressrelease.

 

On July 21, 2003, the company filed under Items 5 and 7 of Form8-K.  The 8-K contained two pressreleases.  The first press releaseannounced that Andrew’s Vice Chairman and Chief Financial Officer, Charles R.Nicholas, will succeed Dr. Floyd L. English as Chairman of the Andrew Boardupon Dr. English’s retirement after the annual meeting in February 2004.In addition this press release announced the appointment of Philip Wm. Colburnand Robert G. Paul to Andrew’s Board of Directors. The second press releaseannounced that Andrew’s Board of Directors has elected Marty R. Kittrell asAndrew’s new Chief Financial Officer effective October 1, 2003.

 

On July 17, 2003, the Company filed under Items 2 and 7 of Form8-K.  The 8-K contained a press releaseannouncing that the Company had completed its merger with Allen Telecom Inc.

 

25

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized, onDecember 19, 2003.

 
|   | Andrew Corporation |
|--------|--------------------|
|   |               |
|   | By                 | /s/ Ralph E. Faison |   |
|   |               | Ralph E. Faison |
|   |               | President and Chief |
|   |               | Executive Officer |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, thisreport has been signed below on December 19, 2003 by the following personson behalf of the Registrant in the capacities indicated.

 
| By     | /s/    | Ralph E. Faison                 |   | /s/                           | Marty R. Kittrell |   |
|--------|--------|---------------------------------|--------|-------------------------------|-------------------|--------|
|   |   | Ralph E. Faison                 |   | Marty R. Kittrell             |
|   |   | President and Chief             |   | Chief Financial Officer       |
|   |   | Executive Officer               |   | (Principal Financial Officer) |
|   |   | (Principal Executive Officer)   |   |                          |
|   |   |                            |   |                          |
|   | /s/    | Mark A. Olson                   |   | /s/                           | Floyd L. English  |   |
|   |   | Mark A. Olson                   |   | Floyd L. English              |
|   |   | Vice President, Corporate       |   | Chairman                      |
|   |   | Controller and Chief Accounting |   |                          |
|   |   | Officer                         |   |                          |
|   |   | (Principal Accounting Officer)  |   |                          |
|   |   |                            |   |                          |
|   | /s/    | Charles R. Nicholas             |   | /s/                           | John G. Bollinger |   |
|   |   | Charles R. Nicholas             |   | John G. Bollinger             |
|   |   | Vice Chairman                   |   | Director                      |
|   |   |                            |   |                          |
|   | /s/    | Philip W. Colburn               |   | /s/                           | Thomas A. Donahoe |   |
|   |   | Philip W. Colburn               |   | Thomas A. Donahoe             |
|   |   | Director                        |   | Director                      |
|   |   |                            |   |                          |
|   | /s/    | Jere D. Fluno                   |   | /s/                           | William O. Hunt   |   |
|   |   | Jere D.Fluno                    |   | William O. Hunt               |
|   |   | Director                        |   | Director                      |
|   |   |                            |   |                          |
|   | /s/    | Robert G. Paul                  |   | /s/                           | Gerald A. Poch    |   |
|   |   | Robert G. Paul                  |   | Gerald A. Poch                |
|   |   | Director                        |   | Director                      |
|   |   |                            |   |                          |
|   | /s/    | Glen O. Toney                   |   | /s/                           | Dennis L. Whipple |   |
|   |   | Glen O. Toney                   |   | Dennis L. Whipple             |
|   |   | Director                        |   | Director                      |

 

26

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**EXHIBITINDEX**

 
| **Item  Number** |   | **Description**                                                                                                                                           |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                      |
| 10.19            |   | Executive Severance Benefit Plan Agreement  with Ralph E. Faison                                                                                          |
|             |   |                                                                                                                                                      |
| 10.20            |   | Executive Severance Benefit Plan Agreement  with Marty R. Kittrell                                                                                        |
|             |   |                                                                                                                                                      |
| 10.21            |   | Executive Severance Benefit Plan Agreement  with Karen Quinn-Quintin                                                                                      |
|             |   |                                                                                                                                                      |
| 10.22            |   | Executive Severance Benefit Plan Agreement  with J.C. Huang                                                                                               |
|             |   |                                                                                                                                                      |
| 10.23            |   | Executive Severance Benefit Plan Agreement  with Paul R. Cox                                                                                              |
|             |   |                                                                                                                                                      |
| 10.24            |   | First amendment to amended and  restated credit agreement dated June 30, 2003                                                                        |
|             |   |                                                                                                                                                      |
| 10.25            |   | Second amendment to amended and restated credit agreement dated  August 4, 2003                                                                      |
|             |   |                                                                                                                                                      |
| 12               |   | Ratio of earnings to fixed charges                                                                                                                        |
|             |   |                                                                                                                                                      |
| 13               |   | 2003 Annual Report to Stockholders, pages  17 through 55 and pages 70 through 71                                                                          |
|             |   |                                                                                                                                                      |
| 21               |   | List of Significant Subsidiaries                                                                                                                          |
|             |   |                                                                                                                                                      |
| 23               |   | Consent of Independent Auditors                                                                                                                           |
|             |   |                                                                                                                                                      |
| 31.1             |   | Certification by Ralph E. Faison pursuant  to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002.   |
|             |   |                                                                                                                                                      |
| 31.2             |   | Certification by Marty R. Kittrell pursuant  to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002. |
|             |   |                                                                                                                                                      |
| 32               |   | Section 1350 Certification                                                                                                                           |

 

27

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