EXHIBIT 13

Results of Operations

In fiscal year 2001, the company made good progress on many fronts, against a backdrop of reduced telecommunications equipment spending and worldwide economic
uncertainty. Due to the strength of the first quarter, the company set records for sales and orders. The company achieved gains in market share and increased its addressed markets through both
acquisitions and internally developed products. The company's global presence and manufacturing capabilities softened the impact of economic uncertainty experienced in many regions. The company
continued to see strong growth in the Asian market. Sales in China continued to grow substantially, more than doubling for the fourth consecutive year. The company continued to improve its already
strong balance sheet and generated a record $160.2 million of cash flow from operations. While progress was made in many areas, the company's markets did not grow as anticipated. Pricing
pressure and additional investments in research and development combined with the slower growth caused net income to decline 22.6% to $61.6 million. The company is confident about the
long-term positive outlook for its major markets and believes it is well positioned to benefit from the many opportunities it is pursuing.

Salesin 2001 increased $15.0 million, or 1.4%, to $1.049 billion. U.S. sales accounted for half of 2001's total sales
and increased $3.4 million, or 0.7%, while international sales increased $11.6 million, or 2.2%. The company's sales in most of its major geographic markets were down or flat compared to
fiscal year 2000, with the exception of the Asia-Pacific region, which grew 50%. Sales in 2000 increased $230.2 million, or 28.6%, to $1.034 billion. U.S. sales accounted for
half of 2000's total sales and increased $124.6 million, or 31.8%, and international sales increased $105.6 million, or 25.6%. The company saw sales increase across every market in 2000,
with the largest increases in the U.S., Asia and Latin America.

Sales by Market

|Dollars in millions           |  | 2001 |       | % |     | 2000 |   | %     |  | 1999 |   | % |    
|----------------------------- |  | ---- | ----- | - | --- | ---- | - | ----- |  | ---- | - | - | ---
|Wireless Infrastructure       |  | $    | 781   |   | 74  | %    | $ | 739   |  | 72   | % | $ | 543
|Fixed-Line Telecommunications |  |      | 100   |   | 10  | %    |   | 139   |  | 13   | % |   | 111
|Broadcast and Government      |  |      | 88    |   | 8   | %    |   | 90    |  | 9    | % |   | 96 
|Wireless Accessories          |  |      | 80    |   | 8   | %    |   | 66    |  | 6    | % |   | 54 
|                              |  |      |       |   |     |      |   |       |  |      |   |   |    
|Total Sales                   |  | $    | 1,049 |   | 100 | %    | $ | 1,034 |  | 100  | % | $ | 804
|                              |  |      |       |   |     |      |   |       |  |      |   |   |    

The
company's sales trends are influenced mostly by the wireless infrastructure market. Sales of wireless infrastructure products grew 5.6% in 2001, driven by strong first quarter
sales and growth in China. Wireless infrastructure sales in China grew substantially as wireless service providers invested in infrastructure to support rapid subscriber growth. Other major markets,
especially the U.S. and Europe, declined as wireless communication providers cut back on telecommunications equipment spending. The European market remained weak as service providers delayed spending
in anticipation of upgrading their networks to 3G technology. In 2000, sales of wireless infrastructure products grew in all major markets, with the most notable growth in the U.S., the
Asia-Pacific region and Latin America. U.S. wireless infrastructure sales increased significantly in 2000 due to wireless operators resuming their spending on new cell sites. Spending had
decreased in 1999, as wireless communications providers focused their spending on upgrading existing cell sites. Wireless infrastructure sales improved dramatically in Latin America during 2000. This
was due principally to an improvement in the Brazilian economy from 1999, the opening of a new distribution center in Mexico and new PCS operators in Argentina. While the European market was the only
market that showed significant growth in 1999, European sales increased only modestly in 2000 due to pricing pressure and weaker currencies.

Sales
to the fixed-line telecommunications networks market decreased 27.7% in 2001, versus a 25.6% increase in 2000. The decline in 2001 and the increase in 2000 were
driven mainly by equipment shelter sales to U.S. fiber optic network providers, whose spending decreased significantly in 2001 following two years of rapid growth. Also contributing to the decline in
2001 was a decrease in LMDS/MMDS antenna system sales to competitive access and Internet service providers, which saw substantial growth in 2000.

Sales
to broadcast, government and other markets continued to decline, falling 2.2% in 2001 and 6.3% in 2000. Sales to the government market declined as a result of the company's
divestiture of its SciComm government electronics business. Sales of broadcast antennas increased in 2001, driven by spending on new digital TV systems in the U.S.

Wireless
accessories continued to show strong growth with sales increasing 21.4% in 2001 and 22.2% in 2000. New product sales to the automotive market and new hands-free
kit solutions for mobile phones have driven this increase over the last two years. Much of this growth is attributable to the telematics or automotive market. The company has seen substantial growth
in sales of mobile antennas, GPS products and cable assemblies to automakers such as General Motors for its OnStar® program and Ford for its RESCU program.

17

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Product Sales

|Dollars in millions                                   |  | 2001 |       | % |     | 2000 |   | %     |  | 1999 |   | % |    
|----------------------------------------------------- |  | ---- | ----- | - | --- | ---- | - | ----- |  | ---- | - | - | ---
|Coaxial Cable, Connectors, Assemblies and Accessories |  | $    | 577   |   | 55  | %    | $ | 570   |  | 55   | % | $ | 424
|Terrestrial Microwave Antenna Systems                 |  |      | 160   |   | 15  | %    |   | 158   |  | 15   | % |   | 152
|Other Antennas and Support Products                   |  |      | 232   |   | 22  | %    |   | 240   |  | 23   | % |   | 174
|Wireless Accessories                                  |  |      | 80    |   | 8   | %    |   | 66    |  | 7    | % |   | 54 
|                                                      |  |      |       |   |     |      |   |       |  |      |   |   |    
|Total Sales                                           |  | $    | 1,049 |   | 100 | %    | $ | 1,034 |  | 100  | % | $ | 804
|                                                      |  |      |       |   |     |      |   |       |  |      |   |   |    

From
a product standpoint in 2001, coaxial cable, connectors, assemblies and accessories increased 1.3%. Cable sales were impacted by pricing pressure and slower wireless equipment
spending, especially in the last six months of the year. Actual cable unit volume increased approximately 11%, but due to pricing pressure, sales increased only 1.4%. The only market to see
substantial gains in cable sales in 2001 was China. Terrestrial microwave antenna products were up 1.2%, with declines in Europe offset by higher sales in the U.S., Asia and Latin America. Other
antennas and support products declined 3.4%, driven by a decrease in equipment shelters and LMDS/MMDS antennas. This was somewhat offset by significant growth in new product sales such as power
amplifiers, base station antennas and distributed communication systems.

From
a product standpoint in 2000, coaxial cable, connectors, assemblies and accessories increased 34.7%, driven by strong growth in the wireless infrastructure market. Terrestrial
microwave sales increased 3.8% as a result of strong sales in Latin America. Other antennas and support products increased 37.3%, due mostly to growth in equipment shelter sales to U.S. fiber optic
network providers and base station antenna sales to the wireless infrastructure market.

Gross marginas a percentage of sales was 30.3% in 2001, 32.1% in 2000 and 31.3% in 1999. Competitive market conditions caused the
company to continue to lower prices on many of its cable products. Average cable prices decreased about 14% during 2001, causing the gross margin rate to decline approximately seven percentage points.
These price reductions were offset largely by productivity gains due to higher production volumes and cost reduction efforts. Product mix had a slight negative impact on gross margin in 2001 as sales
growth of lower margin products such as wireless accessories increased more than other higher margin products. Included in gross margin for 1999 is $6.9 million of the $36.7 million
pre-tax restructuring charges. Excluding restructuring charges, gross margin as a percentage of sales was 32.2% in 1999.

Research and developmentexpense increased $7.5 million, or 18.7%, in 2001 and $10.6 million, or 35.9%, in 2000. Research
and development expense was 4.6% of sales in 2001, 3.9% in 2000 and 3.7% in 1999. The company continues to focus on the development of new products for existing and new markets. Major research and
development efforts have been centered on power amplifiers, base station antennas, repeaters and satellite antenna systems for broadcast applications.

Sales and administrativeexpense increased $8.2 million, or 5.0%, in 2001 and increased $19.3 million, or 13.4%, in 2000.
Sales and administrative expense was 16.4% of sales in 2001, 15.8% of sales in 2000 and 18.0% in 1999. Marketing-related expense increased 5.6%, or $4.2 million, in 2001 and 15.2%, or
$9.9 million, in 2000. This increase was due to higher sales volumes and increased marketing activity. Administrative expense increased 4.5%, or $4.0 million, in 2001 and 11.9%, or
$9.4 million, in 2000. The increase in administrative expense in 2001 was driven mainly by higher management information systems costs. The growth in administrative expense in 2000 was driven
mainly by increases in incentive bonuses, profit sharing, management information systems and goodwill amortization relating to the Chesapeake Microwave Technologies Inc. (CMTI) and Conifer
Corporation acquisitions.

Other income and expenseresulted in an expense of $7.2 million in 2001 and $11.0 million in 2000, and income of
$1.3 million in 1999. Interest expense was $7.4 million in 2001, $8.9 million in 2000 and $5.3 million in 1999. The increase in interest expense in 2000 was due mostly to
an increase in short-term borrowing to fund the increase in sales experienced in 2000. Interest income was $2.6 million in 2001, $2.1 million in 2000 and $10.2 million
in 1999. Interest income for 1999 was higher than 2001 and 2000, due mainly to interest earned on loans to the company's joint telecommunications ventures in Russia. Other expense, net was
$2.4 million in 2001, $4.3 million in 2000 and $3.6 million in 1999. Other expense consists mainly of foreign exchange gains and losses, minority interest and the company's equity
in losses from its telecommunication ventures. In 2001, an increase in foreign exchange losses was offset by a decrease in minority interest and a decrease in equity in losses from the company's
telecommunications ventures.

18

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Income taxeswere 32.0% of pre-tax income in 2001 and 2000, and 38.1% in 1999. The higher effective tax rate in 1999 was
due to the write-off of $14.1 million of non-deductible goodwill as part of the restructuring charges recognized during 1999. Excluding the impact of the
non-deductible goodwill, the effective tax rate for 1999 was 32.0%.

Liquidity

Cash and cash equivalents were $112.4 million in 2001, $44.9 million in 2000 and $38.3 million in 1999. Working capital was
$376.1 million in 2001, $350.7 million in 2000 and $303.9 million in 1999. Management believes the current level of working capital will be adequate to meet the company's
liquidity needs related to normal operations.

Net cash from operationswas $160.2 million in 2001, $50.0 million in 2000 and $72.8 million in 1999. Improved
collection on receivables and improved inventory and payables management combined with lower sales growth enabled the company to achieve a record level of cash flow from operations.

During
2001, the company generated $160.2 million in cash flow from operations, principally from net income of $61.6 million, which included non-cash charges
of $54.4 million for depreciation and amortization. Cash flow was also generated by decreases in accounts receivable of $18.8 million and inventories of $9.7 million, and by
growth in accounts payable and other liabilities of $12.7 million. The company made significant progress in improving its collection efforts. Days sales in billed receivables improved from
80 days at the end of 2000 to 76 days at the end of 2001. During 2000, the company generated $50.0 million in cash from operations, principally from net income of
$79.6 million, which included non-cash charges of $47.7 million for depreciation and amortization. This was offset by higher accounts receivable and inventory levels due to
the significant growth in sales experienced in 2000. Days sales in billed receivables remained constant at 80 days for 2000 and 1999.

Net cash used for investing activitieswas $79.1 million in 2001, $95.4 million in 2000 and $70.1 million in 1999.
Net cash used for investing activities is driven mainly by the company's capital expenditures, or investment in property, plant and equipment. Capital expenditures decreased 13.7% or
$11.5 million in 2001, to $72.1 million. While the company has continued to invest in its manufacturing facilities in China, Brazil and the U.K., the decrease was due mainly to lower
spending on management information systems. In 2000, capital expenditures were focused primarily on expanding cable production capacity in the U.S., China, Brazil and the U.K. The company also
expanded its shelter production capacity and upgraded some of its facilities in Texas. Capital expenditures for the company's management information systems increased $6.0 million in 2000.
Capital expenditures were $51.4 million in 1999, which included a $7.0 million increase in capital expenditures related to the company's management information systems.

During
2001, the company spent $21.4 million on acquisitions. In January 2001, the remaining 30% minority interest in the company's Brazilian operations was purchased
for $7.0 million. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. In July 2001, the
company acquired selected assets and intellectual property of Deltec Telesystems International, Ltd. of Wellington, New Zealand, for $7.1 million. In August 2001, the company
acquired Micro Pulse Inc., a Camarillo, California-based global manufacturer of wireless and GPS antennas, for $6.5 million. During 2001, the company made deferred payments of
$1.3 million for the 1999 CMTI acquisition and $0.5 million as part of the 2000 acquisition of Conifer Corporation.

During
2000, the company spent $16.3 million on acquisitions. In December 1999, the company acquired Conifer Corporation for $13.0 million. Conifer Corporation
designs and manufactures MMDS subscriber products, wireless LAN equipment and Direct Broadcast Satellite (DBS) accessories. In October 1999, the company also acquired a controlling interest in
Comtier Corporation for $2.0 million. The company had previously accounted for its minority investment in Comtier Corporation under the equity method of accounting. Comtier Corporation
manufactures and designs high-speed broadband modems for use with satellite systems. As part of the 1999 acquisition of CMTI, the company paid $1.3 million of additional purchase
consideration to certain CMTI shareholders in 2000.

During
1999, the company spent $15.1 million on acquisitions. In March 1999, the company acquired Passive Power Products, Inc., a Maine-based supplier of radio
frequency (RF) products to the broadcast market for $4.3 million. In September 1999, the company acquired the stock of CMTI, a Glen Rock, Pennsylvania, company that designs and develops
RF and microwave amplifiers and assemblies, for $8.6 million. In February 1999, the company purchased the remaining 20% interest in the South African Satcom Group of companies for
$1.2 million.

The
company's investments in and advances to its telecommunication joint ventures decreased $13.6 million in 2001 and $4.1 million in 2000, and increased
$4.3 million in 1999. The company currently has an investment of $37.1 million in nine joint ventures that are engaged in communication and data transmission in Russia, the Ukraine and
Mexico. The decrease in 2001 was due mainly to the joint ventures refinancing advances from the company with bank loans guaranteed by the company. On November 5, 2001, the company reached a
definitive agreement with Group Menatep, a Russian financial holding company, to sell the company's interest in the joint ventures in Russia. The company and Group Menatep expect to complete this
transaction as soon as the necessary regulatory approvals have been received.

19

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Net cash used for financing activitieswas $16.1 million in 2001, due primarily to the repayment of $14.2 million of
long-term debt and $3.9 million of notes payable. In 2000, the company generated $55.4 million from financing activities, due mostly to an increase in notes payable and
long-term debt. In 1999, the company used $44.7 million for financing activities, due mainly to the repurchase of $50.5 million of treasury stock.

In
2000, the company increased its net long-term borrowing by $23.1 million. This resulted mainly from an increase in borrowing in China and a decrease in
long-term borrowing in the U.S. The company's China operations increased its debt by $30.9 million in Chinese Renminbi denominated debt. This new debt was used to finance expansion
and to hedge the company's assets in China. At the end of 2001, the company had $40.6 million in Renminbi denominated debt outstanding in China, with maturity dates ranging from 2002 to 2003.

In
2000, the company increased its net short-term borrowings, mostly under its line of credit agreement with Bank of America, by $42.8 million. This
$42.8 million of notes payable was used primarily to finance short-term working capital needs in 2000. In 2001, borrowing under this line of credit agreement was used primarily to
hedge against exposures in various foreign currencies. The majority of the outstanding notes payable in 2001 were denominated in Swiss francs and were used as a net investment hedge to protect the
economic value of short-term Swiss franc investments held by the company's Swiss operations. In 2000, the company's Canadian operations opened a Canadian dollar revolving line of credit
with Bank of America Canada to meet short-term working capital needs and to hedge Canadian dollar assets. The company borrowed $6.0 million under this line of credit in 2000 and had
$5.1 million outstanding at the end of 2001.

The
company receives cash from the sale of stock under employee and director option plans and the employee stock purchase plan. Under these plans, the company generated
$2.0 million in 2001, $14.2 million in 2000 and $3.1 million in 1999.

In
1997, the company implemented a stock buy-back program. The company's Board of Directors has authorized the company to repurchase up to 15.0 million shares under
this program. The company repurchased 1.8 million shares at a cost of $24.6 million in 2000 and 3.0 million shares at a cost of $50.5 million in 1999. The company has
repurchased a total of 11.8 million shares at a total cost of $222.2 million under this stock buy-back program since the plan was implemented in 1997. Shares repurchased
under this program will be held for potential future acquisitions and to meet employee compensation needs. Although the company has never paid cash dividends, the Board of Directors periodically
reviews this practice and, to date, has elected to retain earnings in the business to finance future investments and operations.

Risk Factors

Safe Harbor for Forward-Looking Statements.We have made forward-looking statements in this annual report including in
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Notes to Consolidated Financial Statements." In addition, other written or oral statements that constitute
forward-looking statements may be made by or on behalf of the company. Although we have based these statements on the beliefs and assumptions of our management and on information currently available
to them, they are subject to risks and uncertainties. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to obtain the protections of the safe harbor
established in the Private Securities Litigation Reform Act of 1995. Accordingly, such statements are qualified by reference to the discussion below of certain important factors that could cause
actual results to differ materially from those projected in such forward-looking statements.

We
caution the reader that the list of factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We
cannot predict such risk factors, nor can we assess the impact, if any, of such risk factors on our business or the extent to which any factors may cause actual results to differ materially from those
projected in any forward-looking statements. Accordingly, undue reliance should not be put on any forward-looking statements. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. While Andrew Corporation's management is optimistic about the company's long-term prospects, the following
risks and uncertainties, among others, should be considered in evaluating its growth outlook.

20

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Share Price Volatility.The market price of our common stock is very volatile. We believe the price fluctuates in
response to changes in the company's sales, net income and cash flow; volatility in the U.S. stock market in general and in wireless equipment stocks in particular; changes in analysts' estimates and
changes in general economic conditions. We expect that the price of our common stock will fluctuate in the future, perhaps substantially.

Fluctuations in Operating Results.Historically, our quarterly and annual sales and operating results have fluctuated.
We expect fluctuations to continue in the future. In addition to general economic and political conditions, the following factors affect our sales: timing of significant customer orders, inability to
forecast future sales due to our just-in-time supply approach, changes in competitive pricing and wide variations in profitability by product line. Since our quarterly and
annual sales and operating results vary, we believe that period-to-period comparisons are not necessarily meaningful and such comparisons should not be relied on as indicators
of our future performance.

Economic Conditions.The company's results of operation are directly impacted by the general economy. While the company
is optimistic about the long-term prospects of its markets, these markets are significantly impacted by the general economy.

Customer Financing and Spending Patterns.Demand for the company's products is influenced by customer spending patterns
and their ability to obtain financing. Fluctuations and temporary slowdowns in the company's sales trends are impacted by customer spending on non-Andrew-provided infrastructure such as
upgrades and conversions to 3G and digital technology, and spending on switching equipment. Customer spending on new radio spectrum licenses, such as 3G licenses, may cause fluctuations in sales of
the company's wireless infrastructure products.

Intense Competition and Pricing Pressure.We believe that to be profitable in the future, we must respond effectively
to increased competitive pressure. We consider our principal competitive factors to include product quality and performance, service and support, pricing and proprietary technology. Over the past
several years, in response to aggressive pricing practices by our competitors, we have significantly lowered prices for most of our products. If we are unable to compete successfully, we may lose
market share. We expect that a significant loss in market share would have a material negative effect on our business, financial condition and operating results.

Rapid Technological Change and Pressure to Develop New Products.We believe that our future success depends on our
ability to effectively anticipate and respond to changes in technology, customer needs and industry standards. Failure to anticipate changes, to adapt current products, to develop and introduce new
products on a timely basis or to gain market acceptance for new products would impair our competitiveness and could have a material negative impact on our business and operating results.

International Risk.Approximately half of our sales are outside the U.S., and in recent years we have significantly
increased our international manufacturing capabilities. We anticipate that international sales will continue to represent a substantial portion of our sales and that continued growth and profitability
will require further international expansion. International business risks include currency fluctuations, tariffs and other trade barriers, longer customer payment cycles, adverse taxes, restrictions
on the repatriation of earnings, compliance with local laws and regulations, political and economic instability, and difficulties in managing and staffing operations. We believe that international
risk factors could materially impact our future sales, financial condition and operating results.

Ability to Attract and Retain Qualified People.We believe that our future success significantly depends on our ability
to attract and retain highly qualified personnel. We cannot be sure that we will be able to attract and retain key personnel in the future. We believe our inability to do so could negatively impact
our business, financial condition and operating results.

Dependence on Intellectual Property Rights.Others could obtain or use our intellectual property without our
permission, develop equivalent or superior technology or claim that we have infringed on their intellectual property rights. We rely on a combination of patent, copyright, trademark and trade secret
laws, and non-disclosure and non-competition agreements to protect our rights. We are dependent on our intellectual property rights as a whole; however, we do not believe that
the loss of exclusivity with respect to any one right would have a significant negative impact on our business, financial condition or operating results.

Impact of Governmental Regulation.We are not directly regulated in the U.S., but most of our customers and the
telecommunications industry generally are subject to Federal Communications Commission regulation. We believe that regulatory changes could have a significant negative effect on our business and
operating results by restricting our customers' development efforts, making current products obsolete or increasing competition. Internationally, where many of our customers are government owned and
operated entities, we also are at risk of changes in economic policy and communications regulation. In addition, our joint ventures in Russia and Mexico require telecommunications licenses, which may
limit or otherwise affect the operations of the ventures.

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Consolidated Statements of Income

|                                                                           |  | Year Ended September 30 |          
|-------------------------------------------------------------------------- |  | ----------------------- | ---------
|
|
|Sales                                                                      |  | $                       | 1,049,495
|Cost of products sold                                                      |  |                         | 732,010  
|                                                                           |  |                         |          
|Gross Profit                                                               |  |                         | 317,485  
|Operating Expenses                                                         |  |                         |          
|Research and development                                                   |  |                         | 47,796   
|Sales and administrative                                                   |  |                         | 171,858  
|Restructuring                                                              |  |                         |         
|                                                                           |  |                         |          
|                                                                           |  |                         | 219,654  
|                                                                           |  |                         |          
|Operating Income                                                           |  |                         | 97,831   
|Other                                                                      |  |                         |          
|Interest expense                                                           |  |                         | 7,413    
|Interest income                                                            |  |                         | (2,645   
|Other expense, net                                                         |  |                         | 2,442    
|                                                                           |  |                         |          
|                                                                           |  |                         | 7,210    
|                                                                           |  |                         |          
|Income Before Income Taxes                                                 |  |                         | 90,621   
|Income taxes                                                               |  |                         | 28,999   
|                                                                           |  |                         |          
|Net Income                                                                 |  |                         | 61,622   
|                                                                           |  |                         |          
|Basic and Diluted Net Income per Average Share of Common Stock Outstanding |  | $                       | 0.76     
|                                                                           |  |                         |          
|Average Basic Shares Outstanding                                           |  |                         | 81,382   
|Average Diluted Shares Outstanding                                         |  |                         | 81,542   
|                                                                           |  |                         |          

See
Notes to Consolidated Financial Statements.

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Consolidated Balance Sheets

|                                                                                                                       |                               | September 30 |         
|---------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------ | --------
|
|
|Assets                                                                                                                 |                               |              |         
|Current Assets                                                                                                         |                               |              |         
|Cash and cash equivalents                                                                                              |                               | $            | 112,442 
|Accounts receivable, less allowances (2001$4,224; 2000$2,983)                                                        |                               |              | 243,642 
|Inventories                                                                                                            |                               |              |         
|                                                                                                                       | Finished products             |              |         
|                                                                                                                       | Materials and work in process |              |         
|                                                                                                                       |                               |              |         
|                                                                                                                       |                               |              | 191,905 
|Miscellaneous current assets                                                                                           |                               |              | 7,521   
|                                                                                                                       |                               |              |         
|Total Current Assets                                                                                                   |                               |              | 555,510 
|Other Assets                                                                                                           |                               |              |         
|Costs in excess of net assets of businesses acquired less accumulated amortization (2001$12,062; 2000$8,625)         |                               |              | 41,870  
|Investments in and advances to affiliates                                                                              |                               |              | 37,085  
|Other assets                                                                                                           |                               |              | 8,735   
|Property, Plant and Equipment                                                                                          |                               |              |         
|Land and land improvements                                                                                             |                               |              | 21,571  
|Buildings                                                                                                              |                               |              | 104,136 
|Equipment                                                                                                              |                               |              | 414,595 
|Allowances for depreciation                                                                                            |                               |              | (325,770
|                                                                                                                       |                               |              |         
|                                                                                                                       |                               |              | 214,532 
|                                                                                                                       |                               |              |         
|Total Assets                                                                                                           |                               | $            | 857,732 
|                                                                                                                       |                               |              |         
|Liabilities and Stockholders' Equity                                                                                   |                               |              |         
|Current Liabilities                                                                                                    |                               |              |         
|Notes payable                                                                                                          |                               | $            | 44,109  
|Accounts Payable                                                                                                       |                               |              | 59,225  
|Accrued expenses and other liabilities                                                                                 |                               |              | 25,080  
|Compensation and related expenses                                                                                      |                               |              | 25,468  
|Income taxes                                                                                                           |                               |              |        
|Current portion of long-term debt                                                                                      |                               |              | 25,546  
|                                                                                                                       |                               |              |         
|Total Current Liabilities                                                                                              |                               |              | 179,428 
|Deferred Liabilities                                                                                                   |                               |              | 37,433  
|Long-Term Debt, less current portion                                                                                   |                               |              | 39,905  
|Minority Interest                                                                                                      |                               |              | 316     
|Stockholders' Equity                                                                                                   |                               |              |         
|Common stock (par value, $.01 per share: 400,000,000 shares authorized; 102,718,210 shares issued, including treasury) |                               |              | 1,027   
|Additional paid-in capital                                                                                             |                               |              | 65,870  
|Accumulated other comprehensive income                                                                                 |                               |              | (44,773 
|Retained earnings                                                                                                      |                               |              | 822,753 
|Treasury stock, at cost (21,187,764 shares in 2001; 21,476,101 shares in 2000)                                         |                               |              | (244,227
|                                                                                                                       |                               |              |         
|                                                                                                                       |                               |              | 600,650 
|                                                                                                                       |                               |              |         
|Total Liabilities and Stockholders' Equity                                                                             |                               | $            | 857,732 
|                                                                                                                       |                               |              |         

See
Notes to Consolidated Financial Statements.

23

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Consolidated Statements of Cash Flows

|                                                              |  | Year Ended September 30 |        
|------------------------------------------------------------- |  | ----------------------- | -------
|
|
|Cash Flows from Operations                                    |  |                         |        
|Net Income                                                    |  | $                       | 61,622 
|Adjustments to Net Income                                     |  |                         |        
|Restructuring costs                                           |  |                         |       
|Depreciation and amortization                                 |  |                         | 54,383 
|Decrease (increase) in accounts receivable                    |  |                         | 18,805 
|Decrease (increase) in inventories                            |  |                         | 9,746  
|Decrease (increase) in miscellaneous current and other assets |  |                         | 5,176  
|Decrease in receivables from affiliates                       |  |                         |       
|Increase (decrease) in accounts payable and other liabilities |  |                         | 12,725 
|Other                                                         |  |                         | (2,240 
|                                                              |  |                         |        
|Net Cash from Operations                                      |  |                         | 160,217
|Investing Activities                                          |  |                         |        
|Capital expenditures                                          |  |                         | (72,065
|Acquisition of businesses, net of cash received               |  |                         | (21,380
|Investments in and advances to affiliates, net                |  |                         | 13,651 
|Proceeds from sale of property, plant and equipment           |  |                         | 724    
|                                                              |  |                         |        
|Net Cash Used for Investing Activities                        |  |                         | (79,070
|Financing Activities                                          |  |                         |        
|Long-term (payments) borrowings-net                           |  |                         | (14,227
|Notes payable (payments) borrowings-net                       |  |                         | (3,945 
|Stock purchase and option plans                               |  |                         | 2,053  
|Purchase of treasury stock                                    |  |                         |       
|                                                              |  |                         |        
|Net Cash (Used for) from Financing Activities                 |  |                         | (16,119
|Effect of exchange rate changes on cash                       |  |                         | 2,549  
|                                                              |  |                         |        
|Increase (Decrease) for the Year                              |  |                         | 67,577 
|Cash and cash equivalents at beginning of year                |  |                         | 44,865 
|                                                              |  |                         |        
|Cash and Cash Equivalents at End of Year                      |  | $                       | 112,442
|                                                              |  |                         |        

See
Notes to Consolidated Financial Statements.

24

---

Consolidated Statements of Stockholders' Equity

|Dollars in thousands                    |  | Common
Stock |       | Additional
Paid-In
Capital |   | Accumulated
Other
Comprehensive
Income |  | Retained
Earnings |         | Treasury
Stock |   | Total   | 
|--------------------------------------- |  | ------------ | ----- | -------------------------- | - | -------------------------------------- |  | ----------------- | ------- | -------------- | - | ------- | 
|Balance at September 30, 1998           |  | $            | 1,027 |                            | $ | 53,309                                 |  | $                 | (7,617  | )              | $ | 651,103 | 
|Repurchase of shares                    |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Stock purchase and option plans         |  |              |       |                            |   | 2,493                                  |  |                   |         |                |   |         | 
|Foreign Currency Translation Adjustment |  |              |       |                            |   |                                        |  |                   | (14,138 | )              |   |         | 
|Net Income                              |  |              |       |                            |   |                                        |  |                   |         |                |   | 30,427  | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Comprehensive Income                    |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Balance at September 30, 1999           |  | $            | 1,027 |                            | $ | 55,802                                 |  | $                 | (21,755 | )              | $ | 681,530 | 
|Repurchase of shares                    |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Stock purchase and option plans         |  |              |       |                            |   | 8,334                                  |  |                   |         |                |   |         | 
|Foreign Currency Translation Adjustment |  |              |       |                            |   |                                        |  |                   | (14,046 | )              |   |         | 
|Net Income                              |  |              |       |                            |   |                                        |  |                   |         |                |   | 79,601  | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Comprehensive Income                    |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Balance at September 30, 2000           |  | $            | 1,027 |                            | $ | 64,136                                 |  | $                 | (35,801 | )              | $ | 761,131 | 
|Stock purchase and option plans         |  |              |       |                            |   | 1,734                                  |  |                   |         |                |   |         | 
|Foreign Currency Translation Adjustment |  |              |       |                            |   |                                        |  |                   | (8,972  | )              |   |         | 
|Net Income                              |  |              |       |                            |   |                                        |  |                   |         |                |   | 61,622  | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Comprehensive Income                    |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 
|Balance at September 30, 2001           |  | $            | 1,027 |                            | $ | 65,870                                 |  | $                 | (44,773 | )              | $ | 822,753 | 
|                                        |  |              |       |                            |   |                                        |  |                   |         |                |   |         | 

See
Notes to Consolidated Financial Statements.

25

---

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries in which the company exercises control. All
intercompany accounts and transactions have been eliminated.

Cash equivalents

The company considers all highly liquid investments purchased with maturates of three months or less to be cash equivalents. The carrying amount of cash
equivalents approximates fair value due to the relative short-term maturity of these investments.

Inventories

Inventories are stated at the lower of cost or market. Inventories stated under the last-in, first-out (LIFO) method represent 48% of
total inventories in 2001 and 55% of total inventories in 2000. The remaining inventories are valued on the first-in, first-out (FIFO) method.

If
the FIFO method, which approximates current replacement cost, had been used for all inventories, the total amount of inventories would have remained unchanged at
September 30, 2001 and September 30, 2000.

Property, plant and equipment

Property, plant and equipment is recorded at cost. Depreciation is computed using accelerated methods based on estimated useful lives of the assets for both
financial reporting and tax purposes. Buildings are depreciated over 10 to 30 years and equipment is depreciated over 3 to 8 years. Depreciation expense was $49.6 million,
$43.7 million and $37.1 million for 2001, 2000 and 1999, respectively.

Cost in excess of net assets of businesses acquired

The company amortizes the cost in excess of net assets of businesses acquired on the straight-line basis over periods ranging from 10 to
40 years. Amortization expense was $4.7 million, $4.0 million and $2.0 million for 2001, 2000 and 1999, respectively. The company will adopt Financial Accounting Standards
No. 142 beginning in fiscal year 2002, and will no longer amortize goodwill.

Management
periodically reviews the valuation and amortization of goodwill. As part of this review, the company estimates the value and future benefits of the cash flows generated by
the related assets to determine if any impairment has occurred.

Investments in affiliates

Investments in affiliates are accounted for using the equity method, under which the company's share of earnings or losses of these affiliates is reflected in
income as earned and dividends are credited against the investment in affiliates when received.

Revenue recognition

Revenue is recognized from sales principally when a product is shipped or a service is performed. Long-term contracts in progress are reviewed
monthly, and sales and earnings are adjusted in the current accounting period based on revisions in contract value and estimated costs at completion. Estimated losses on contracts are provided when
identified.

Foreign currency translation

The functional currency for the company's foreign operations is predominantly the applicable local currency. Accounts of foreign operations are translated into
U.S. dollars using year-end exchange rates for assets and liabilities and average monthly exchange rates for revenue and expense accounts. Adjustments resulting from translation are
included in accumulated other comprehensive income, a separate component of stockholders' equity. Gains and losses resulting from foreign currency transactions are included in determining net income.
Net gains and (losses) resulting from foreign currency transactions that are included in other expense, net were ($3.3) million, $1.7 million and ($2.4) million for 2001, 2000 and 1999,
respectively.

Hedging and derivative instruments

The company is exposed to changes in foreign exchange rates as a result of its foreign operations. The company primarily manages its foreign currency risk by
making use of naturally offsetting positions. These natural hedges include the establishment of local manufacturing facilities that conduct business in local currency and the use of borrowings
denominated in local currencies (see Borrowings Note). The company also selectively utilizes derivative instruments such as forward exchange contracts to manage the risk of exchange fluctuation. These
instruments held by the company are not leveraged and are not held for trading or speculative purposes.

26

---

The company has designated $36.9 million of notes payable denominated in Swiss francs as a net investment hedge of the company's net assets of its Swiss subsidiary. Changes in
the value of the Swiss franc notes payable held in the U.S., directly correlate to changes in value of the net assets of the company's Swiss franc functional subsidiary. There is no hedge
ineffectiveness; therefore, changes in value of the Swiss franc notes payable are recorded in accumulated other comprehensive income. Unrealized losses on the Swiss franc notes payable recorded to
accumulated other comprehensive income in fiscal year 2001 totaled $2.3 million.

Income taxes

Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and
such amounts recognized for tax purposes.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recently issued accounting policies

In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards No. 141, "Business
Combinations," and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be
amortized, but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. The company plans to adopt these new statements on
October 1, 2001. Application of the nonamortization provisions of Standard No. 142 would have resulted in an increase in income before taxes of $4.7 million. Goodwill amortization
included in sales and administrative expense in fiscal years 2001, 2000 and 1999, was $4.7 million, $4.0 million and $2.0 million respectively. Upon adoption of this standard, the
company is required to perform an initial and an annual impairment test of goodwill. The impact of the initial impairment test is not expected to have a material effect on the company's financial
statements.

In
June 2001, the FASB issued Statements of Financial Accounting Standards No. 143, "Accounting and Reporting for Obligations Associated with the Retirement of Tangible
Long-lived Assets and the Associated Asset Retirement Costs." In August 2001, the FASB issued Statements of Financial Accounting Standards No. 144, "Accounting and Reporting
for the Impairment or Disposal of Long-lived Assets." The company will adopt these accounting standards beginning in fiscal year 2003. The company does not expect that the adoption of
these standards will have a material effect on the company's financial statements.

Adoption of New Accounting Policies

As of October 1, 2000, the company has adopted FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended
by FASB Statement No. 138. These statements require that all derivatives be recorded on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair
value through income. Changes in the fair value of derivatives designated as hedges will either be offset against the hedged item or in other comprehensive income until the hedged item is recognized
in earnings. The ineffective portion of the change in fair value of derivatives that are designated as hedges will be immediately recognized into earnings. The adoption of these FASB statements did
not have a material effect on the company's results of operations.

As
of July 1, 2001, the start of the fourth quarter of fiscal year 2001, the company adopted the FASB's Emerging Issues Task Force (EITF) Issue 0010, "Accounting
for Shipping and Handling Fees and Costs." EITF Issue 0010 requires that shipping and handling costs billed to customers be recorded as part of sales revenue. The related expenses are
required to be recorded in cost of products sold or elsewhere in the income statement with adequate disclosure. The company previously netted shipping costs against amounts billed to its customers at
cost and did not record shipping charges as part of sales revenue or cost of products sold. The company has restated sales and cost of products sold so that all periods presented include shipping
costs billed to customers in both sales and in cost of products sold. The amount of shipping costs included in sales and cost of sales for fiscal years 2001, 2000 and 1999 was $15.3 million,
$15.3 million and $12.5 million, respectively.

As
of July 1, 2001, the start of the fourth quarter of fiscal year 2001, the company adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB)
No. 101, "Revenue Recognition in Financial Statements." Adoption of SAB No. 101 did not have a material effect on the company's financial statements.

27

---

Business Acquisitions

In fiscal year 2000, the company spent $16.3 million, net of cash acquired on acquisitions. In October 1999, the company purchased a controlling
interest in Comtier Corporation for $2.0 million. The company had previously accounted for its minority investment in Comtier under the equity method of accounting. Comtier manufactures and
designs high-speed broadband modems for use with satellite systems. In December 1999, the company acquired the capital stock of Conifer Corporation for $13.0 million, net of
cash acquired. Conifer designs and manufactures Multichannel Multipoint Distribution Service (MMDS) subscriber products, wireless LAN equipment and Direct Broadcast Satellite (DBS) accessories. The
Conifer purchase agreement contained a provision for deferred payments of up to $0.8 million payable to certain Conifer shareholders, of which $0.5 million was paid in fiscal year 2001.
The fiscal year 1999 acquisition of Chesapeake Microwave Technologies Inc. (CMTI) contained a provision for deferred payments of up to $4.0 million. The company has made two payments of
$1.3 million in September of 2001 and 2000, and has a possible third payment of $1.3 million in 2002.

The
2000 acquisitions were accounted for as purchases, resulting in $17.4 million of goodwill. Pro forma results of operations, assuming these transactions occurred at the
beginning of the fiscal year, are not materially different from the reported results of operations.

In
fiscal year 2001, the company spent $21.4 million, net of cash acquired, on acquisitions. In January 2001, the company purchased the remaining 30% minority interest
in the company's Brazilian operations for $7.0 million. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of
the purchase. In July 2001, the company acquired selected assets and intellectual property of Deltec Telesystems International, Ltd., of Wellington, New Zealand, for $7.1 million.
In August 2001, the company acquired Micro Pulse Inc., a Camarillo, California-based global manufacturer of wireless and GPS antennas, for $6.5 million. The company also
capitalized $7.8 million of loans to Comtier Corporation in exchange for additional ownership of Comtier Corporation, bringing the company's ownership percentage to 81%.

The
2001 acquisitions were accounted for as purchases, resulting in $10.7 million of goodwill. Pro forma results of operations, assuming these transactions occurred at the
beginning of the fiscal year, are not materially different from the reported results of operations.

Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share:

Year Ended September 30(In thousands, except per share amounts)2001

2000

1999Basic Earnings per ShareNumerator: for net income per share

$
61,622

$
79,601

$
30,427Denominator: weighted average shares outstanding


81,382


80,944


82,675Net income per sharebasic

$
.76

$
.98

$
.37Diluted Earnings per ShareNumerator: for net income per share

$
61,622

$
79,601

$
30,427Denominator: weighted average shares outstanding


81,382


80,944


82,675Effect of dilutive securities: stock options


160


474


13881,542


81,418


82,813Net income per sharediluted

$
.76

$
.98

$
.37


Options
to purchase 3,664,000, 1,191,000 and 2,681,000 shares of common stock in 2001, 2000 and 1999, respectively, were not included in the computation of diluted earnings per share,
because the option's exercise prices were greater than the average market price of the common shares.

28

---

Investments in and Advances to Affiliates

The company has various investments in ventures that are accounted for by the equity method. Nine of the ventures are engaged in communication and data
transmission in Russia, the Ukraine and Mexico. The company has minority interest holdings in six of the ventures and a majority interest holding in three of the ventures. The company does not
consolidate the majority owned ventures because of governmentally imposed uncertainties that significantly affect the company's ability to exercise control. The method of accounting is evaluated on a
periodic basis for appropriateness based on the existing conditions and the company's ability to exercise control. The company has no investments in ventures that are accounted for by the cost method.
The combined operating results of the ventures and the company's share thereof were not material to the company's 2001, 2000 and 1999 operating results. The company guarantees a $53.5 million
line of credit with ABN-AMRO, which is used by its ventures. As of September 30, 2001, there was $47.3 million outstanding under the agreement. After the close of fiscal year
2001, the company reached a definitive agreement with Group Menatep, a Russian financial holding company, to sell the company's interest in the joint ventures in Russia. The company and Group Menatep
expect to complete the transaction as soon as the necessary regulatory approvals have been received.

Unbilled Receivables

At September 30, 2001, unbilled receivables of $1,379,000 are included in accounts receivable, compared to $3,201,000 at September 30, 2000.
These amounts will be billed in accordance with contract terms and delivery schedules and are generally expected to be collected within one year.

Profit Sharing Plans

Most employees of Andrew Corporation and its subsidiaries participate in various retirement plans, principally defined contribution profit sharing plans. The
amounts charged to earnings for these plans in 2001, 2000 and 1999, were $11,745,000, $9,722,000 and $9,203,000, respectively.

Borrowings

Lines of Credit

The company maintains a $150 million revolving line of credit agreement with a group of ten banks led by Bank of America, NA as administrative agent.
The maximum outstanding during 2001 under the line of credit was $52.0 million, and the weighted average interest rate for borrowings under this line in fiscal year 2001 was 6.06%. The
outstanding balance at September 30, 2001, was $39.0 million, consisting of foreign currency borrowings of $2.1 million U.S. dollars in Japanese Yen and $36.9 million U.S.
dollars in Swiss francs.

The
company also maintains an $11.4 million line of credit agreement with ABN-AMRO for its Brazilian operations. The company had no borrowings under this agreement
during 2001.

The
company maintains a $15 million Canadian dollar line of credit with the Bank of America Canada. The maximum outstanding during 2001 was $9.0 million Canadian
dollars, and the weighted average interest rate for all borrowings under this line in fiscal year 2001 was 6.19%. Outstanding at September 30, 2001 was $8.0 million Canadian dollars or
$5.1 million U.S. dollars.

29

---

Long-Term Debt

Long-term debt at September 30 consisted of the following:

Dollars in thousands

2001

20009.52% senior notes payable to insurance companies in annual installments from 1995 to 2005

$
18,181

$
22,726Variable rate Industrial Development Revenue Bond with Coweta County, Georgia


3,800


3,8005.85% RMB loan from the Agricultural Bank of China, supported by a Bank of America letter of credit


7,732


7,7326.56% RMB loan from the Shanhai Pudong Development Bank, supported by a Bank One letter of credit


11,598


11,5986.74% RMB loan from Bank of America Shanghai


1,932


1,9325.96% RMB loan from the Agricultural Bank of China, supported by a Bank One letter of credit


19,330


19,330Variable rate loan from BBA Creditanstalt Bank Limited





8,80012.00% loan agreement with Banco Nacional De Desenvolvimento Economico E Social


1,551


3,223Other


1,327


1,917Less: Current Portion


25,546


15,215Total Long-Term Debt

$
39,905

$
65,843


Under
the terms of the loan agreements, the company has agreed to maintain certain levels of working capital and net worth. At September 30, 2001, all these
requirements have been met.

The
principal amounts of long-term debt maturing after September 30, 2001 are:

Dollars in thousands

2002

2003

2004

2005

2006

Thereafter$
25,546

$
26,592

$
4,840

$
8,462

$
11




Cash
payments for interest on all borrowings were $8,574,000, $8,128,000, and $5,091,000 in 2001, 2000 and 1999, respectively.

The
carrying amount of long-term debt as of September 30, 2001 approximates fair value. The fair value was determined by discounting the future cash outflows based
upon the current market rates for instruments with a similar risk and term to maturity.

Restructuring

In March 1999, the company initiated a plan to restructure the manufacturing operations of its towers and wireless accessories businesses, phase out its
AVS small aperture earth station product line and divest itself of its SciComm government electronics business.

In
connection with these restructuring activities, the company planned to terminate approximately 600 employees and 280 temporary/contract workers. Estimated employee termination
costs of $5.2 million were accrued in the second quarter of 1999. In addition to termination costs, these restructuring charges included a goodwill write-off of
$14.1 million, long-term lease commitments of $3.5 million and inventory, equipment and other asset write-downs of $13.9 million. Of the total $36.7 million
employee termination and exit costs recognized, $6.9 million was classified as Cost of Sales and $29.8 million as Restructuring in the Operating Expense section of the income statement.
On an after-tax basis, restructuring charges were $28.1 million.

Actual
costs charged against the restructuring reserve in 1999 were $24.6 million, including termination costs of $2.8 million paid to 424 terminated employees, a
$14.1 million goodwill write-off, and inventory and other asset write-downs of $7.4 million.

The
company completed its restructuring efforts in 2000. Actual costs charged against the restructuring reserve in 2000 were $12.1 million. This included termination costs of
$1.6 million paid to 281 terminated employees; inventory, equipment and other asset write-offs of $10.0 million; and lease payments of $0.5 million.

30

---

Income Taxes

The composition of the provision for income taxes follows:

Year Ended September 30Dollars in thousands2001

2000

1999Currently Payable:Federal

$
5,101

$
6,336

$
2,554Non-United States


12,227


19,085


15,553State


958


2,782


93318,286


28,203


19,040Deferred (Credit):Federal and State


10,713


9,019


384Non-United States





237


(673
)10,713


9,256


(289
)$
28,999

$
37,459

$
18,751Income Taxes Paid

$
16,450

$
25,522

$
29,411Components of Income from Continuing Operations before Income Taxes:United States

$
6,433

$
35,963

$
(8,078
)Non-United States


84,188


81,097


57,256$
90,621

$
117,060

$
49,178


The
company's effective income tax rate varied from the statutory United States federal income tax rate because of the following:

Year Ended September 302001

2000

1999Statutory United States federal tax rate

35.0
%
35.0
%
35.0
%Foreign Sales Corporation (FSC)

(2.5
)
(1.3
)
(4.2
)State income taxes, net of federal tax effect

0.5

1.5

1.3Net tax effect of restructuring





6.1Foreign tax rate differential

(3.0
)
(4.4
)
(4.3
)Other items

2.0

1.2

4.2Effective Tax Rate

32.0
%
32.0
%
38.1
%


The
tax effect of temporary differences has given rise to gross deferred tax assets of $16,916,000 in 2001 and $12,936,000 in 2000, primarily accrued expenses and inventory. The tax
effect of temporary differences has created gross deferred tax liabilities of $42,501,000 in 2001 and $27,771,000 in 2000, primarily due to depreciation and undistributed earnings of certain foreign
subsidiaries. The company has not recorded valuation allowances for deferred tax assets in 2001 or 2000, because the existing net deductible temporary differences will reverse during periods in which
the company expects to generate taxable income.

The
increase in the effective tax rate for the year ended September 30, 1999, was attributable to the inclusion of non-deductible goodwill in the restructuring
charges recognized during the year. Excluding the impact of the restructuring charges, the effective tax rate for the year ended September 30, 1999, was 32.0%.

No
provision has been made for income taxes of approximately $24,650,000 at September 30, 2001, which would be payable should all undistributed net income of subsidiaries
located outside the United
States be distributed as dividends. The company plans to continue its non-United States operations, and anticipates the ability to use tax planning opportunities to reduce the tax
liability if any dividends are declared or paid from these operations.

31

---

Stockholders' Equity

Common Stock

The company has authorized 400,000,000 shares of common stock with a par value of $.01 per share. As of September 30, 2001, 81,530,446 shares of common
stock were outstanding. Each outstanding common share has attached to it a one Share Purchase Right that, until exercisable, cannot be transferred apart from the company's common stock. The Rights
will become exercisable only if a person or group acquires 15% or more of the company's common stock or announces an offer to acquire 15% or more of the company's common stock. In the event the Rights
become exercisable, each Right may entitle the holder to purchase common stock of either the surviving or acquired company at one-half its market price.

During
the third quarter of fiscal year 1997, the company implemented a stock buy-back program. The company's Board of Directors has authorized the company to repurchase
up to 15 million common shares. The company repurchased 2,967,700 shares of common stock at a cost of $50,512,000 in 1999 and 1,800,000 shares, at a cost of $24,630,000 in 2000, and no shares
in 2001. The company has repurchased a total of 11,785,432 shares, at a total cost of $222,175,000 under the stock buy-back program since 1997. The common shares repurchased under this
program may be used to meet employee compensation needs or used in future acquisitions.

Common
stock issued and outstanding and held in treasury is summarized in the tables below:

Year Ended September 302001

2000

1999Shares of Common StockIssuedBalance at End of Year

102,718,210

102,718,210

102,718,210Shares of Common StockHeld in TreasuryBalance at beginning of year

21,476,101

20,527,072

18,210,250Stock repurchase



1,800,000

2,967,700Stock purchase, option and other plans

(288,337
)
(850,971
)
(650,878
)Balance at End of Year

21,187,764

21,476,101

20,527,072


As
of September 30, 2001, 7,628,442 shares of common stock were reserved for the various stock plans described below.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," encourages, but does not require, companies to record
compensation expense for stock-based employee compensation plans at fair value. The company has chosen to continue to account for stock-based compensation using the intrinsic value method described in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Under APB No. 25, compensation expense is measured as the excess of
market price over the price the employee must pay to acquire the stock on the grant date. All options are granted by the company at market price and, as a result, no compensation expense is recorded.

The
company currently maintains a long-term Management Incentive Program (MIP), which provided for the issuance of up to 9,112,500 common shares in the form of stock
options and awards and the awarding of performance units payable in cash or stock to key officers and other employees. On February 8, 2000, the company's shareholders ratified a new
long-term MIP that provides for the issuance of up to 4,000,000 common shares in the form of stock options and awards and the awarding of performance units payable in cash or stock to key
officers and other employees. Options under these plans vest over a four-year period and expire ten years after the grant date. In fiscal year 2001, there were 1,254,700 options granted
under these plans.

32

---

The company maintained a Stock Option Plan for Non-Employee Directors that provided for the issuance of up to 1,012,500 common shares. Options under this plan vest over a
five-year period and expire ten years after grant. In fiscal year 1998, this plan was terminated due to an insufficient number of shares available for new grants. On February 10,
1998, the company's shareholders ratified a new Stock Option Plan for Non-Employee Directors that provides for the issuance of up to 400,000 common shares. Options under this plan vest
over a five-year period and expire ten years after grant. In fiscal year 2001, there were 72,000 options granted under this plan.

The
company has an Employee Stock Purchase Plan (ESPP) that was amended and restated on November 12, 1998, and expires on February 1, 2009. All U.S. and certain
non-U.S. employees with six months of service as of the annual offering date are eligible to participate in this plan. The plan authorizes up to 1,096,970 shares of common stock to be sold
to employees at 85% of market value. All shares issued under this plan are restricted and cannot be sold for one year following the date of purchase. In fiscal year 2001, there were 127,982 shares
purchased by employees under the plan.

Pro
forma information regarding net income and earnings per share is required by Statement 123, and has been determined as if the company had accounted for its stock option plans
under the fair value method of that Statement. The fair value of these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average
assumptions for 2001, 2000 and 1999, respectively: risk-free interest rate of 4.62%, 5.68% and 5.98%; dividend yield of 0%; a volatility factor of .523, .499 and .490; and a weighted
average expected life of the options of six years.

For
purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The company's pro forma information follows:

Year Ended September 30Dollars in thousands, except per share amounts2001

2000

1999Pro forma net income

$
55,569

$
74,373

$
26,161Pro forma net income per shareBasic


0.68


0.92


0.32Diluted

$
0.68

$
0.91

$
0.32


The
effects on pro forma disclosures of applying Statement No. 123 are not likely to be representative of the effects of such disclosures in future years. Because Statement
No. 123 is applicable only to options granted subsequent to September 30, 1995, the pro forma effect is not fully reflected in fiscal years 2001, 2000 and 1999.

A
summary of the company's stock option activity and related information follows:

Year Ended September 302001

2000

1999Outstanding at beginning of year


3,719,158


3,489,140


2,911,831Granted


1,326,700


1,055,600


1,014,480Expired or cancelled


(338,320
)

(148,600
)

(229,748
)Exercised


(33,798
)

(676,982
)

(207,423
)Outstanding at End of Year


4,673,740


3,719,158


3,489,140Exercisable at End of Year


2,331,288


1,595,017


1,604,529Weighted Average Exercise PriceOutstanding at beginning of year

$
22.48

$
20.99

$
21.81Granted


22.31


23.76


17.13Expired or cancelled


24.01


22.94


24.89Exercised


16.70


16.71


9.15Outstanding at end of Year


22.36


22.48


20.99Exercisable at end of Year

$
22.85

$
22.57

$
20.14


33

---

The weighted average fair value of options granted during fiscal years 2001, 2000 and 1999, was $11.38, $12.22 and $8.63 per share, respectively. The weighted average life of options
outstanding as of September 30, 2001 was 6.97 years. The range of exercise prices for options outstanding at September 30, 2001 was $2.96 to $38.17.

Range of Exercise Prices

$2.96-
$9.58

$12.38-
$15.56

$16.00-
$18.22

$19.33-
$22.65

$23.13-
$24.94

$27.19-
$38.17

TotalOutstanding Options


197,754


225,337


893,756


1,493,193


1,257,025


606,675


4,673,740Exercisable Options


197,754


147,837


460,111


423,493


539,843


562,250


2,331,288Weighted Average Exercise Price

$
7.76

$
14.10

$
17.56

$
21.97

$
23.59

$
35.70

$
22.36Average Life


2.01


5.97


6.89


7.84


7.68


5.47


6.97


Segment and Geographic Information

The company manages its business as one operating segment. This segment serves commercial markets, including coaxial cable, connectors, assemblies and
accessories, terrestrial microwave antenna systems, other antennas and support products and wireless accessories. The company sells to a wide range of customers in these markets; no single customer
makes up 10% or more of the company's total revenue. Principal financial data by major product group and geographic selling location is as follows:

Year Ended September 30Dollars in thousands2001

2000

1999Product Sales:Coaxial Cable, Connectors, Assemblies & Accessories

$
577,800

$
570,552

$
423,735Terrestrial Microwave Antenna Systems


160,061


158,168


152,468Other Antennas and Support Products


231,889


240,113


174,684Wireless Accessories


79,745


65,672


53,415Total Product Sales

$
1,049,495

$
1,034,505

$
804,302Sales:United States-Domestic

$
519,804

$
516,440

$
391,834United States-Export


40,499


68,494


63,343Europe, Africa, Middle East


171,068


191,357


185,591China


141,100


64,721


20,318Other Asia-Pacific


72,364


77,464


57,594Other Americas


104,660


116,029


85,622Total Sales

$
1,049,495

$
1,034,505

$
804,302Assets Identifiable to:United States

$
434,861

$
441,639

$
396,089Europe, Africa, Middle East


146,777


137,021


123,113China


137,371


86,375


37,213Other Asia-Pacific


39,616


45,974


30,093Other Americas


54,325


66,967


56,795Goodwill & Other Intangible Assets


44,782


39,221


22,787Consolidated Assets

$
857,732

$
817,197

$
666,090


34

---

Selected Quarterly Financial Information (Unaudited)

Due to variability of shipments under large contracts, customers' seasonal installation considerations, variations in product mix and in profitability of
individual orders, the company can experience wide quarterly fluctuations in net sales and income. Consequently, it is more meaningful to focus on annual rather than quarterly results.

|Dollars in thousands, except per share amounts |  | December |         | March |   | June    |  | September |         | Total
|---------------------------------------------- |  | -------- | ------- | ----- | - | ------- |  | --------- | ------- | -----
|2001:                                          |  |          |         |       |   |         |  |           |         |      
|Sales*                                         |  | $        | 284,088 |       | $ | 239,113 |  | $         | 245,119 |      
|Gross profit                                   |  |          | 89,785  |       |   | 66,899  |  |           | 73,799  |      
|Income before income taxes                     |  |          | 30,778  |       |   | 12,005  |  |           | 17,995  |      
|Net income                                     |  |          | 20,929  |       |   | 8,163   |  |           | 12,237  |      
|Basic and diluted net income per share         |  |          | 0.26    |       |   | 0.10    |  |           | 0.15    |      
|Common Stock Price Range:                      |  |          |         |       |   |         |  |           |         |      
|High                                           |  |          | 26.63   |       |   | 27.13   |  |           | 18.89   |      
|Low                                            |  |          | 17.50   |       |   | 13.75   |  |           | 13.31   |      
|                                               |  |          |         |       |   |         |  |           |         |      
|2000:                                          |  |          |         |       |   |         |  |           |         |      
|Sales*                                         |  | $        | 236,978 |       | $ | 246,945 |  | $         | 262,775 |      
|Gross profit                                   |  |          | 76,044  |       |   | 77,975  |  |           | 85,146  |      
|Income before income taxes                     |  |          | 24,654  |       |   | 25,441  |  |           | 30,742  |      
|Net Income                                     |  |          | 16,766  |       |   | 17,300  |  |           | 20,905  |      
|Basic and diluted net income per share         |  |          | 0.21    |       |   | 0.21    |  |           | 0.26    |      
|Common Stock Price Range:                      |  |          |         |       |   |         |  |           |         |      
|High                                           |  |          | 18.94   |       |   | 29.81   |  |           | 41.00   |      
|Low                                            |  |          | 11.25   |       |   | 18.00   |  |           | 21.31   |      
|                                               |  |          |         |       |   |         |  |           |         |      

Sales
and cost of products sold were restated by equal amounts, having no impact on gross profit or net income.

35

---

Report of Independent Auditors

To the Stockholders and Board of Directors
Andrew Corporation

We have audited the accompanying consolidated balance sheets of Andrew Corporation and subsidiaries as of September 30, 2001 and 2000, and the related
consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 2001. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Andrew Corporation and subsidiaries at
September 30, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2001, in conformity with
accounting principles, generally accepted in the United States.

/s/
Ernst & Young LLP
Chicago, Illinois
October 19, 2001

36

---

Eleven-Year Financial Summary

|Dollars in thousands, except per share amounts          |                                                                 | 2001 |           | 2000  |   | 1999      |       | 1998 |        
|------------------------------------------------------- | --------------------------------------------------------------- | ---- | --------- | ----- | - | --------- | ----- | ---- | -------
|Operations(1)(2)(3)                                     |                                                                 |      |           |       |   |           |       |      |        
|Sales                                                   |                                                                 | $    | 1,049,495 |       | $ | 1,034,505 |       | $    | 804,302
|Gross profit                                            |                                                                 |      | 317,485   |       |   | 332,003   |       |      | 251,685
|Operating income                                        |                                                                 |      | 97,831    |       |   | 128,110   |       |      | 47,911 
|Other (income) expense                                  |                                                                 |      | 7,210     |       |   | 11,050    |       |      | (1,267 
|Income from continuing operations before taxes          |                                                                 |      | 90,621    |       |   | 117,060   |       |      | 49,178 
|Income from continuing operations                       |                                                                 |      | 61,622    |       |   | 79,601    |       |      | 30,427 
|Discontinued Operations:                                |                                                                 |      |           |       |   |           |       |      |        
|                                                        | Loss (income) from operations of network business, net of taxes |      |           |      |   |           |      |      |        
|                                                        | Loss on disposal of network business, net of taxes              |      |           |      |   |           |      |      |        
|Net income                                              |                                                                 |      | 61,622    |       |   | 79,601    |       |      | 30,427 
|Basic income from continuing operations per share       |                                                                 |      | 0.76      |       |   | 0.98      |       |      | 0.37   
|Diluted income from continuing operations per share     |                                                                 |      | 0.76      |       |   | 0.98      |       |      | 0.37   
|Basic net income per share                              |                                                                 |      | 0.76      |       |   | 0.98      |       |      | 0.37   
|Diluted net income per share                            |                                                                 |      | 0.76      |       |   | 0.98      |       |      | 0.37   
|                                                        |                                                                 |      |           |       |   |           |       |      |        
|Financial Position                                      |                                                                 |      |           |       |   |           |       |      |        
|Working capital                                         |                                                                 |      | 376,082   |       |   | 350,658   |       |      | 303,853
|Total assets                                            |                                                                 |      | 857,732   |       |   | 817,197   |       |      | 666,090
|Long-term debt                                          |                                                                 |      | 39,905    |       |   | 65,843    |       |      | 48,760 
|Stockholders' equity                                    |                                                                 |      | 600,650   |       |   | 542,945   |       |      | 484,010
|                                                        |                                                                 |      |           |       |   |           |       |      |        
|Cash Flow                                               |                                                                 |      |           |       |   |           |       |      |        
|From operations                                         |                                                                 |      | 160,217   |       |   | 49,974    |       |      | 72,835 
|Used in investing activities                            |                                                                 |      | (79,070   | )     |   | (95,364   | )     |      | (70,074
|(Used for) from investing activities                    |                                                                 |      | (16,119   | )     |   | 55,386    |       |      | (44,655
|Cash and equivalents                                    |                                                                 | $    | 112,442   |       | $ | 44,865    |       | $    | 38,287 
|                                                        |                                                                 |      |           |       |   |           |       |      |        
|Ratios and Other Data                                   |                                                                 |      |           |       |   |           |       |      |        
|Current ratio                                           |                                                                 |      | 3.1       |       |   | 3.0       |       |      | 3.8    
|Return on Sales:                                        |                                                                 |      |           |       |   |           |       |      |        
|                                                        | Income from continuing operations                               |      |           | 5.9%  |   |           | 7.7%  |      |        
|                                                        | Net income                                                      |      |           | 5.9%  |   |           | 7.7%  |      |        
|Return on average assets                                |                                                                 |      | 7.4%      |       |   | 10.7%     |       |      | 4.5%   
|Return on average stockholders' equity                  |                                                                 |      | 10.8%     |       |   | 15.5%     |       |      | 6.1%   
|                                                        |                                                                 |      |           |       |   |           |       |      |        
|Stockholders' equity per share outstanding              |                                                                 | $    | 7.37      |       | $ | 6.68      |       | $    | 5.89   
|Foreign exchange gain (loss)                            |                                                                 |      | (3,292    | )     |   | 1,684     |       |      | (2,372 
|Research and development                                |                                                                 |      | 47,796    |       |   | 40,262    |       |      | 29,622 
|Additions to property, plant and equipment              |                                                                 |      | 72,065    |       |   | 83,542    |       |      | 51,418 
|Net assets located outside U.S. at year end             |                                                                 |      | 261,967   |       |   | 209,882   |       |      | 258,117
|Orders entered(3)                                       |                                                                 |      | 1,099,199 |       |   | 1,055,363 |       |      | 836,794
|Order backlog at year end (under 12 months)             |                                                                 |      | 226,136   |       |   | 184,536   |       |      | 170,706
|Order backlog at year end (over 12 months)              |                                                                 | $    | 1,798     |       | $ | 1,391     |       | $    | 3,276  
|                                                        |                                                                 |      |           |       |   |           |       |      |        
|Number of full-time equivalent employees at year end:   |                                                                 |      |           |       |   |           |       |      |        
|                                                        | Outside United States                                           |      |           | 1,944 |   |           | 1,822 |      |        
|                                                        | Total employees                                                 |      |           | 5,155 |   |           | 5,799 |      |        
|Average basic shares of stock outstanding (thousands)   |                                                                 |      | 81,382    |       |   | 80,944    |       |      | 82,675 
|Average diluted shares of stock outstanding (thousands) |                                                                 |      | 81,542    |       |   | 81,418    |       |      | 82,813 
|Registered stockholders at year end                     |                                                                 |      | 3,622     |       |   | 3,688     |       |      | 4,365  
|                                                        |                                                                 |      |           |       |   |           |       |      |        

---

38

---

| |  | 1997 |         | 1996 |   | 1995    |   | 1994 |         | 1993 |   | 1992    |   | 1991 |        
| |  | ---- | ------- | ---- | - | ------- | - | ---- | ------- | ---- | - | ------- | - | ---- | -------
| |  | $    | 882,517 |      | $ | 777,497 |   | $    | 634,114 |      | $ | 544,065 |   | $    | 400,190
| |  |      | 355,666 |      |   | 320,486 |   |      | 264,013 |      |   | 217,796 |   |      | 156,130
| |  |      | 163,793 |      |   | 151,304 |   |      | 116,803 |      |   | 84,497  |   |      | 51,149 
| |  |      | (1,989  | )    |   | 4,738   |   |      | 4,362   |      |   | 7,226   |   |      | 3,145  
| |  |      | 165,782 |      |   | 146,566 |   |      | 112,441 |      |   | 77,271  |   |      | 48,004 
| |  |      | 107,758 |      |   | 93,802  |   |      | 71,854  |      |   | 49,360  |   |      | 30,587 
| |  |      | 3,330   |      |   | 3,405   |   |      | 1,899   |      |   | 3,593   |   |      | 1,184  
| |  |      | 16,086  |      |   |        |   |      |        |      |   |        |   |      |       
| |  |      | 88,342  |      |   | 90,397  |   |      | 69,955  |      |   | 45,767  |   |      | 29,403 
| |  |      | 1.18    |      |   | 1.04    |   |      | 0.81    |      |   | 0.56    |   |      | 0.35   
| |  |      | 1.18    |      |   | 1.03    |   |      | 0.80    |      |   | 0.55    |   |      | 0.35   
| |  |      | 0.97    |      |   | 1.00    |   |      | 0.78    |      |   | 0.52    |   |      | 0.34   
| |  |      | 0.97    |      |   | 0.99    |   |      | 0.78    |      |   | 0.51    |   |      | 0.33   
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        
| |  |      | 332,721 |      |   | 284,602 |   |      | 227,164 |      |   | 171,705 |   |      | 142,675
| |  |      | 691,154 |      |   | 631,229 |   |      | 505,114 |      |   | 425,326 |   |      | 343,876
| |  |      | 35,693  |      |   | 40,423  |   |      | 45,255  |      |   | 46,092  |   |      | 52,467 
| |  |      | 509,123 |      |   | 456,214 |   |      | 357,191 |      |   | 276,553 |   |      | 221,872
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        
| |  |      | 151,680 |      |   | 66,796  |   |      | 55,816  |      |   | 52,343  |   |      | 54,911 
| |  |      | (61,427 | )    |   | (78,683 | ) |      | (55,367 | )    |   | (38,692 | ) |      | (33,295
| |  |      | (25,499 | )    |   | (1,972  | ) |      | 4,570   |      |   | 4,259   |   |      | (5,938 
| |  | $    | 93,823  |      | $ | 31,295  |   | $    | 46,064  |      | $ | 40,714  |   | $    | 22,001 
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        
| |  |      | 3.6     |      |   | 3.4     |   |      | 3.4     |      |   | 2.8     |   |      | 3.2    
| |  |      | 12.2%   |      |   | 12.1%   |   |      | 11.3%   |      |   | 9.1%    |   |      | 7.6%   
| |  |      | 10.0%   |      |   | 11.6%   |   |      | 11.0%   |      |   | 8.4%    |   |      | 7.3%   
| |  |      | 13.4%   |      |   | 15.9%   |   |      | 15.0%   |      |   | 11.9%   |   |      | 8.9%   
| |  |      | 18.3%   |      |   | 22.2%   |   |      | 22.1%   |      |   | 18.4%   |   |      | 14.2%  
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        
| |  | $    | 5.68    |      | $ | 5.03    |   | $    | 3.97    |      | $ | 3.12    |   | $    | 2.54   
| |  |      | 3,433   |      |   | 972     |   |      | (1,612  | )    |   | (1,922  | ) |      | 1,380  
| |  |      | 41,076  |      |   | 29,624  |   |      | 21,041  |      |   | 20,377  |   |      | 17,118 
| |  |      | 49,144  |      |   | 52,475  |   |      | 48,076  |      |   | 28,471  |   |      | 18,479 
| |  |      | 228,488 |      |   | 220,600 |   |      | 160,700 |      |   | 130,900 |   |      | 90,300 
| |  |      | 877,960 |      |   | 802,111 |   |      | 693,875 |      |   | 540,921 |   |      | 407,198
| |  |      | 132,610 |      |   | 152,205 |   |      | 125,446 |      |   | 83,884  |   |      | 85,170 
| |  | $    | 5,950   |      | $ | 14,756  |   | $    | 18,529  |      | $ | 595     |   | $    | 1,573  
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        
| |  |      | 1,185   |      |   | 1,162   |   |      | 763     |      |   | 661     |   |      | 584    
| |  |      | 4,227   |      |   | 4,622   |   |      | 3,677   |      |   | 3,405   |   |      | 3,110  
| |  |      | 90,947  |      |   | 90,263  |   |      | 89,177  |      |   | 87,845  |   |      | 86,193 
| |  |      | 91,539  |      |   | 91,033  |   |      | 89,964  |      |   | 89,204  |   |      | 87,831 
| |  |      | 4,599   |      |   | 3,242   |   |      | 2,340   |      |   | 1,482   |   |      | 1,133  
| |  |      |         |      |   |         |   |      |         |      |   |         |   |      |        

39

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