Exhibit 13

Results of Operations

Overview

While the company remains optimistic about the long-term potential of its key markets, spending on telecommunication infrastructure declined
worldwide, making fiscal year 2002 a difficult year. The trend of lower capital investment, especially in the wireless infrastructure market, continued through 2002, driving sales down 8% from 2001.
Sales declined in most of the company's major market and product categories in 2002. The company expects the trend of decreased investment in wireless infrastructure will continue in fiscal year 2003.
Despite current trends, the company believes the long-term potential of the wireless infrastructure market is still very attractive. New applications and devices, along with continued
growth in wireless subscribers and minutes of use, continue to drive long-term growth potential. Wireless communication provides the most efficient and cost-effective way to
meet the communications needs of much of the developing world. The company's extensive technical expertise, product offering, global manufacturing, distribution capabilities and financial strength
position the company to take advantage of the long-term potential of this market.

In
response to the current declines in telecommunication infrastructure investment, the company took steps to further reduce expenses and improve financial performance. In
September 2002, the company announced a plan to restructure its manufacturing operations and discontinue several non-strategic businesses. The restructuring plan resulted in
pre-tax charges of $36.0 million ($25.2 million after-tax), of which $11.1 million was recorded in cost of products sold and $24.9 million was
recorded in operating expenses. These restructuring activities will result in the closing of five U.S. and four international locations. The operations of these facilities will be consolidated into
existing locations and two new manufacturing facilities that the company plans to open in Mexico and in Central Europe. The combination of this restructuring and the discontinuing of several
businesses will result in a net reduction of the company's workforce by approximately 800 employees.

Non-strategic
businesses that were discontinued were equipment shelters, wireless accessories and satellite modems. The company sold its equipment shelter business in
October 2002 and plans to sell its wireless accessory business in fiscal year 2003. The company closed its satellite modem business unit in September 2002. The company recognized an
after-tax charge of $26.4 million to reduce the carrying value of the net assets of these businesses to their fair value. Results of operations of these businesses have been
reported net of income taxes as discontinued operations and all prior periods have been restated accordingly.

The
combination of the $25.2 million for restructuring and $26.4 million for discontinued operations reduced 2002's net income by $51.6 million and resulted in a
loss of $26.4 million for the year. The company anticipates that these actions will result in savings of more than $40.0 million annually starting in 2004. Due to the implementation of
the restructuring actions taking place throughout 2003, the company forecasts that net savings will be approximately $10 million in 2003. The expected net cash expenditures for these actions
will be approximately $12.0 million, comprised of $21.0 million of cash items included in the restructuring and discontinued operation charges, capital expenditures of
$8.0 million anticipated for the two new manufacturing facilities, and estimated proceeds of $17.0 million from sales of businesses and assets.

The
company took other significant strategic steps during fiscal year 2002. In June 2002, the company made the largest acquisition in its history, acquiring Celiant Corporation, a
leading manufacturer of power amplifiers. The Celiant acquisition makes the company one of the largest suppliers of power amplifiers for wireless communications in the world. Celiant's engineering
abilities and intellectual property complement the company's existing business, giving the company a broad

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offering of power amplifier products supporting current wireless networks as well as emerging 3G (third-generation) networks. Total purchase consideration, including fees and expenses paid for
Celiant, was $481.0 million, consisting of 16.3 million shares of the company's common stock valued at $266.6 million and $214.4 million of cash. In December 2001,
the company sold its equity interests in a group of Russian telecommunication companies to Group Menatep, a Russian financial holding company. The company received $50.3 million of cash
proceeds and recognized an $8.7 million pre-tax gain, which is included in other income. The after-tax gain on this transaction was $7.3 million. The parties'
indemnities to each other expire in December 2002, except for tax indemnities which remain in effect for longer periods. The sale of these investments allows the company to focus its financial
resources on its core businesses.

Sales

The
company manages its business as one operating segment built around its core competency, the radio frequency (RF) path. Within this one segment, the company views its sales within
several major market and product categories.

The
company's sales by major market category are as follows:

Sales by Market

|Dollars in millions           |  | 2002 |     | % |     | 2001 |   | %   |  | 2000 |   | % |    
|----------------------------- |  | ---- | --- | - | --- | ---- | - | --- |  | ---- | - | - | ---
|Wireless Infrastructure       |  | $    | 699 |   | 81  | %    | $ | 761 |  | 81   | % | $ | 710
|Fixed-Line Telecommunications |  |      | 74  |   | 8   |      |   | 89  |  | 10   |   |   | 104
|Broadcast and Government      |  |      | 92  |   | 11  |      |   | 85  |  | 9    |   |   | 89 
|                              |  |      |     |   |     |      |   |     |  |      |   |   |    
|Total Sales                   |  | $    | 865 |   | 100 | %    | $ | 935 |  | 100  | % | $ | 903
|                              |  |      |     |   |     |      |   |     |  |      |   |   |    

Total
sales for 2002 decreased 8%, or $70.5 million, from 2001. Sales to the wireless infrastructure market, which has the most influence on the company's total sales trends,
decreased 8% in 2002. Excluding the impact of the Celiant acquisition, wireless infrastructure sales were down 17%. U.S. wireless infrastructure sales, which represent approximately half of this
market, were up 9%, driven by power amplifier sales as a result of the Celiant acquisition. Excluding the impact of Celiant, U.S. wireless infrastructure sales were down 12% from last year due to weak
spending by U.S. wireless service providers. European wireless infrastructure sales were up 19% over 2001, due to a significant increase in wireless infrastructure spending in the third and fourth
quarters of 2002. The largest decline in wireless infrastructure sales was in the Asia-Pacific region, which decreased 39%, primarily due to a decrease in China. Sales in China decreased
58% from an exceptionally strong fiscal year 2001, where sales more than doubled due to China's CDMA phase one build-out. Sales in other geographic regions also declined in 2002. The
largest of these decreases was in the Latin American market where sales were adversely affected by uncertain economic conditions. As a whole, wireless infrastructure sales grew 7% in 2001, driven by
the strength of sales in China. Excluding China, wireless infrastructure sales decreased in all other major geographic markets in 2001.

Weak
spending on telecommunication infrastructure drove sales to the fixed-line telecommunications market down for the second straight year. Sales to this market were down
17% for 2002, and were down in all geographic regions except Europe. The largest decreases were in the U.S. and Latin America, where spending on telecommunications and data networks decreased
significantly. Sales in Latin America were also impacted by weak economic conditions. European sales increased, driven by strong sales in the third and fourth quarters of fiscal year 2002.

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The
company's only market category in which sales increased in 2002 was the government and broadcast market, which increased 8%, driven by sales to U.S. television broadcasters. Changes
in Federal Communication Commission (FCC) requirements to meet high definition television (HDTV) broadcasting deadlines increased sales of the company's low power antenna systems. These systems give
broadcasters a temporary solution to meet current FCC mandates. The company expects an increase in sales of high power broadcast products as broadcasters prepare to meet the FCC's more stringent 2006
HDTV conversion requirements.

The
company's sales by major product category are as follows:

Sales by Product

|Dollars in millions                                   |  | 2002 |     | % |     | 2001 |   | %   |  | 2000 |   | % |    
|----------------------------------------------------- |  | ---- | --- | - | --- | ---- | - | --- |  | ---- | - | - | ---
|Coaxial Cable, Connectors, Assemblies and Accessories |  | $    | 499 |   | 58  | %    | $ | 578 |  | 62   | % | $ | 571
|Other Antennas and Support Products                   |  |      | 142 |   | 16  |      |   | 191 |  | 20   |   |   | 170
|Terrestrial Microwave Antenna Systems                 |  |      | 128 |   | 15  |      |   | 160 |  | 17   |   |   | 158
|Power Amplifiers                                      |  |      | 96  |   | 11  |      |   | 6   |  | 1    |   |   | 4  
|                                                      |  |      |     |   |     |      |   |     |  |      |   |   |    
|Total Sales                                           |  | $    | 865 |   | 100 | %    | $ | 935 |  | 100  | % | $ | 903
|                                                      |  |      |     |   |     |      |   |     |  |      |   |   |    

Coaxial
cable, connectors, assemblies and accessories, which are sold primarily to the wireless infrastructure market, were down 14% in 2002, decreasing in all major geographic markets
except Europe. The Asia-Pacific region showed the largest decrease in 2002, decreasing 34% due primarily to lower sales in China. Competitive market conditions have caused the company to
continue to reduce prices on many of its cable products. Average cable prices decreased approximately 10% in fiscal 2002. Cable sales in 2001 were essentially flat, with strong sales in China, offset
by declines in other regions due to a weak wireless infrastructure market and pricing pressure. Average cable prices decreased by approximately 14% in 2001.

Sales
of other antenna and support products decreased 26% in 2002, driven by decreases in sales of base station antennas, field services and earth station antennas. Excluding broadcast
antennas and related products, sales of most other major products in this category decreased in 2002. In 2001, other antennas and support product sales increased 12% due to growth in base station
antennas, distributed communications systems and field services. Terrestrial microwave antenna system sales decreased 20% in 2002, with lower sales volumes across all geographic markets. Latin America
showed the largest sales decline of over 50% in 2002 due to the weak economic conditions in Latin America. The company has added power amplifiers as a new product category in 2002, reclassifying prior
year power amplifier sales from other antennas and support products. With the acquisition of Celiant in June 2002, the company anticipates that power amplifiers will represent a significant
portion of total sales in future years. Fiscal year 2002 includes only four months of power amplifier sales that resulted from the acquisition of Celiant.

Gross marginas a percentage of sales was 27.5% in 2002 and 33.1% in 2001. Included in gross profit for 2002 was $11.1 million of
restructuring costs relating to inventory write-downs. Excluding these restructuring costs, the gross margin percentage would have been 28.8% for 2002. Pricing pressure and lower volumes drove the
gross profit percentage down 4.8%. Average prices on the company's major product lines decreased by 5% to 11% during 2002. Product mix decreased gross profit percentage by 1.5%, due mostly to the
increase in power amplifier sales. The company's cost-cutting efforts and efficiency improvements increased gross profit percentage by 2.0%. The decrease in gross margin percentage in 2001
was mainly driven by pricing pressure.

Operating expensesincreased 13%, or $27.0 million, in 2002 and 11%, or $19.2 million, in 2001. The 2002 increase in
operating expenses was due mostly to restructuring charges and an increase in

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research and development and was partially offset by a 13% decrease in sales and administrative expense. Included in 2002's operating expense is $24.9 million of restructuring charges
comprised of $11.9 million of employee termination costs, $9.6 million of equipment and asset write-downs, and $3.4 million of lease and contract cancellation costs. Also
contributing to the increase in operating
expense in 2002 is a $5.0 million increase in intangible amortization, primarily due to the amortization of $42.8 million of identifiable intangible assets acquired in the Celiant
acquisition.

Research and development expenseincreased $18.0 million, or 45%, in 2002 and $8.3 million, or 26%, in 2001. The company has
focused its research and development efforts on power amplifiers, base station antennas and repeaters. The addition of Celiant's operations accounted for $11.1 million of 2002's increase in
research and development.

Sales and administrative expensedecreased $20.9 million, or 13%, in 2002 and increased $11.0 million, or 7%, in 2001. The
company made substantial reductions in both sales and administrative expenses in 2002. Sales expenses decreased 5% in 2002 and increased 10% in 2001. The decrease in this expense in 2002 was driven
primarily by cost-cutting efforts and staff reductions. Administrative expense decreased 19% in 2002 and increased 5% in 2001. Cost-reduction efforts and lower bonus and profit
sharing expenses were the main drivers in the decrease in administrative expense in 2002. The elimination of goodwill amortization per FASB Statement No. 142, adopted in 2002, reduced
administrative expense by $4.4 million.

Other income and expenseresulted in income of $3.7 million in 2002 and expense of $7.2 million in 2001. The income
generated in 2002 was the result of an $8.7 million gain recognized on the sale of the company's Russian telecommunication ventures and a decrease in interest expense. The company's strong cash
flow over the last two years has allowed the company to reduce debt levels and increase average short-term investments outstanding thus reducing the company's net interest expense. Net
interest expense, interest expense less interest income, was $1.5 million in 2002 and $4.8 million in 2001. Other expense, net, was $3.5 million in 2002 and $2.4 million in
2001. Other expense consists mainly of foreign exchange gains and losses, minority interest and the company's equity in losses from its Russian telecommunication ventures. The largest item in other
expense in the last two years was foreign exchange losses. Foreign exchange losses were $2.1 million in 2002 and $3.3 million in 2001. In 2001, foreign exchange losses were partially
offset by gains recorded for minority interest.

Income taxes,as a percentage of income from continuing operations, were 19.7% in 2002 and 32.0% in 2001. Excluding the tax effect of
restructuring charges and the gain on the sale of the Russian telecommunication ventures, the effective tax rate for 2002 would have been 30.0%. The remaining 2.0% decrease in the effective tax rate
was due to the decrease in U.S. pre-tax profits.

Liquidity

Despite having a difficult year in 2002, the company has maintained its strong balance sheet and has continued to generate significant amounts of cash flow from
operations. The company's current restructuring efforts have significantly impacted results of operations, but have had less of an impact on cash flow and liquidity. The company expects the net cash
expenditures for its restructuring activities will be approximately $12.0 million, made up of $21.0 million of cash payments for items such as employee termination and lease cancellation
costs, capital expenditures of $8.0 million for two new
manufacturing facilities offset by estimated proceeds of $17.0 million from the sales of discontinued businesses and assets.

Cash
and cash equivalents were $84.9 million, $112.4 million and $44.9 million at the end of fiscal years 2002, 2001 and 2000, respectively. Working capital was
$240.6 million, $376.1 million and $350.7 million at the end of fiscal years 2002, 2001 and 2000, respectively. The company is currently in the process of renewing its
$150.0 million revolving line of credit agreement that expires in March 2003. The company anticipates renewing this credit agreement prior to March 2003 under

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substantially similar terms as its existing credit agreement. Management believes that the company's strong working capital position, low debt levels and ability to generate cash flow from operations
will allow the company to meet its normal operating cash requirements.

Net cash from operationswas $155.1 million in 2002, $160.2 million in 2001 and $50.0 million in 2000. Improved
working capital management, combined with non-cash charges included in 2002's net loss, allowed the company to generate $155.1 million of cash flow from operations, 3% less than
2001. The company's net loss of $26.4 million included $108.9 million of net non-cash charges, comprised of $56.3 million of depreciation and amortization,
$35.4 million of restructuring expenses, $25.9 million for the loss on the disposal of discontinued operations, and a gain of $8.7 million for the sale of the Russian
telecommunication ventures. Improved collection efforts and lower sales helped the company decrease accounts receivable by $59.0 million. Days sales in billed receivables decreased 5% from
76 days at the end of 2001 to 72 days at the end of 2002. The cash flow from the discontinued businesses was reported as a single line item in cash flow from operations. The discontinued
operations accounted for $22.2 million of cash flow from operations, generated mostly from reductions in the inventory and accounts receivable of these businesses.

Net cash used for investing activitieswas $170.2 million in 2002, $79.1 million in 2001 and $95.4 million in 2000.
In 2002, the company spent $170.2 million on investing activities, consisting primarily of $181.1 million spent on acquisitions and $40.5 million of capital expenditures offset by
$50.3 million of proceeds from the sale of the company's Russian telecommunication ventures.

In
2002, the company made net cash payments of $181.1 million for acquisitions. The largest acquisition was Celiant, for which the company paid $481.0 million, consisting
of 16.3 million shares of the company's common stock valued at $266.6 million and cash of $214.4 million, consisting of purchase consideration and merger costs. The company
acquired $58.7 million of cash from Celiant, making the company's net cash expenditure $155.7 million. The company spent an additional $25.4 million on several smaller
acquisitions in 2002. In April 2002, the company acquired Quasar Microwave Technology Ltd. for $15.0 million. Quasar Microwave Technology Ltd. is a British manufacturer of
microwave and millimeter wave radio components. Also in April 2002, the company acquired selected assets of Antenna Bad Blankenburg for $3.0 million. Antenne Bad Blankenburg is a German
manufacturer of telematics equipment for the automotive industry. In July 2002, the company acquired selected assets and intellectual property of WSIL, a British manufacturer of power
amplifiers, for $5.9 million. During 2002, the company also made an additional $1.5 million of deferred acquisition payments due to the Chesapeake Microwave Technologies, Inc.
acquisition, which occurred in 1999.

The
company spent $21.4 million and $16.3 million for acquisitions in 2001 and 2000, respectively. In January 2001, the remaining 30% minority interest in the
company's Brazilian operations was purchased for $7.0 million, consisting of a $6.0 million cash payment and $1.0 million payable at a future date. In July 2001, the
company acquired selected assets of Deltec Telesystems International, Ltd., a base station antenna manufacturer located in New Zealand, for $7.1 million. In August 2001, the
company acquired Micro Pulse Inc., a California based manufacturer of wireless and GPS antennas, for $6.5 million. The company spent $16.3 million in 2000, principally on two
acquisitions. The company acquired Conifer Corporation, a manufacturer and designer of wireless data network products, and the controlling interest in Comtier Corporation, a manufacturer of satellite
modems.

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The company's capital expenditures were $40.5 million in 2002, $70.3 million in 2001 and $74.2 million in 2000. The company decreased capital expenditures by 42% in
2002. This decrease was due mostly to reductions in spending on manufacturing facilities and management information systems. Capital expenditures in 2001 and 2000 were focused mainly on manufacturing
facilities in China, Brazil and the U.K.

Net cash used for financing activitieswas $17.9 million in 2002. The company reduced its total debt outstanding by
$20.7 million in 2002. In 2002, the company reduced total debt in China by $29.0 million, increased short-term borrowing under its credit agreements by $14.9 million,
and made its annual principal payment of $4.5 million on its senior notes.

In
2000, the company's China operation borrowed an additional $29.5 million, denominated in Chinese Renminbi. The company used this debt to finance a significant portion of the
expansion that occurred in China in 2001 and 2000. In 2002, the company used the positive cash flow generated in China to reduce this debt. The company also restructured some of its debt in China by
moving approximately $9.7 million of long-term debt to short-term notes payable. The company also increased borrowing under its credit agreements by
$14.9 million. This was due mainly to borrowing under the company's $150.0 million revolving credit agreement with Bank of America. The company primarily uses this line of credit to
finance short-term working capital needs.

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 received cash proceeds of
$2.8 million in 2002, $2.1 million in 2001 and $14.2 million in 2000.

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. The company has repurchased a total of 11.8 million shares at a total cost of
$222.2 million under this plan from 1997 through 2000 and has made no repurchases in the last two fiscal years. 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.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. The first footnote to the company's
consolidated financial statements, Summary of Significant Accounting Policies, describes the major accounting policies and methods used in the preparation of the consolidated financial statements.
Estimates are used for, but not limited to, accounting for the allowance for doubtful accounts, sales returns, inventory allowances, warranty costs, depreciation and amortization, goodwill and
intangible impairments, contingencies, revenue recognition, taxes, pension liabilities, and restructuring and discontinued operations costs. Actual results could differ materially from these
estimates. A material change in these or other estimates could potentially have a material impact on results of operations. The following critical accounting policies are impacted significantly by
judgments, assumptions and estimates:

The
allowance for doubtful accounts is based on our assessment of the collectibility and the aging of the accounts receivable. If there were a deterioration of a major customer's
creditworthiness, or actual defaults were higher than our historical experience, our estimates of the recoverability of amounts due to us could be overstated, which could have an adverse impact on our
results of operations.

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A
reserve for sales returns is established based on historical trends in product return rates. If actual future returns were to deviate from the historical data on which the reserve had
been established, our results of operations could be adversely affected.

Inventories
are stated at the lower of cost or market. Inventory obsolescence reserves are maintained based on management's estimates, historical experience and forecasted demand for the
company's products. A material change in these estimates could adversely impact gross profit.

The
company accrues for warranty costs based on historical trends in product return rates. If the company were to experience an increase in warranty claims compared with the company's
historical experience, gross profit could be adversely affected.

The
company performs an annual impairment test of goodwill. If impairment indicators exist, the company will determine the fair value of net assets based on a discounted cash flow model.
Due to uncertain market conditions, it is possible that future tests may indicate impairment in the fair value of goodwill, which could result in non-cash charges, adversely affecting the
company's results of operations.

The
company recorded a $36.0 million restructuring charge in 2002. The charge was based on the company's best estimate of the costs associated with the restructuring plan,
including estimated sales values of certain businesses and assets. If the cost to close facilities, terminate employees or realize sales proceeds significantly differ from forecast, results of
operations could be impacted.

Andrew's
tax returns are subject to audit by various domestic and foreign tax authorities. During the course of these audits, the authorities often question positions taken in the
returns, including the timing and amount of deductions and the allocation of income among various tax jurisdictions, which can affect the amount of taxes ultimately due. In evaluating the exposure
associated with its various filing positions, Andrew records reserves for probable exposures. To the extent Andrew were to prevail in matters where accruals have been established or required to pay
amounts in excess of the accrual, Andrew's effective tax rate and net income in a given financial period may be materially changed.

Risk Factors

Safe Harbor for Forward-Looking Statements.We have included 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.

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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: the timing of significant customer orders, our
inability to forecast future sales due to our just-in-time supply approach, changes in competitive pricing, wide variations in profitability by product line, variations in
operating expenses, the timing of announcements or introductions of new products by us, our competitors or our respective customers, the acceptance of those products, relative variations in
manufacturing efficiencies and costs, and the relative strength or weakness of international markets. Since our quarterly and annual sales and operating results vary, we believe that
period-to-period comparisons are not necessarily meaningful, and you should not rely on those comparisons as indicators of our future performance. Due to the foregoing factors,
it is possible that in some future quarter or quarters our revenues or operating results will not meet the expectations of the public stock market analysts or investors, which could cause the price of
our common stock to decline.

Share Price Volatility.The market price of our common stock is very volatile. We believe the price fluctuates in response to
our actual or anticipated quarterly and annual orders, sales, net income and cash flow, changes in general economic conditions, reliance on international markets, changes in analysts' expectations,
estimates and recommendations, and news reports regarding us, our competitors and our markets. In addition, the U.S. stock market in general and telecommunications stocks in particular have been
extremely volatile. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our actual operating performance. In addition, delays or postponements of
wireless infrastructure deployments, including 3G technology, may adversely affect the price of our stock, regardless of whether such deployments have an actual impact on our orders or sales. We
expect that the price of our common stock will fluctuate in the future, perhaps substantially.

Economic and Political Conditions.Conditions in the domestic and global economies are extremely uncertain. Recent terrorist
attacks, current conflicts in the Middle East and the potential for future terrorist attacks have created many economic and political uncertainties that have severely impacted the global economy, and
it is difficult for us to predict the long-term effects of these uncertainties on our business. Weak domestic and international economic conditions have had a material negative effect on
the worldwide telecommunications industry. Since early 2001, the industry has experienced a significant decline in revenue and product orders. This decline has resulted, and may continue to result, in
the reduction of capital expenditure budgets and the delay in product orders and, in turn, decreased demand for our products. While we are optimistic about long-term prospects, the rate at
which the telecommunications industry improves is critical to our ability to improve our overall financial performance.

Intense Competition and Pricing Pressure.We believe that to be profitable in the future we must respond effectively to
increased competitive pressure. The communications equipment industry is extremely competitive and is characterized by rapid technological change, new product development and product obsolescence,
evolving industry standards and significant price erosion over the life of a product. Our growth depends significantly upon our ability to enhance our existing products and to introduce new products
on a timely basis. 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. In addition, the ongoing consolidation within the
telecommunications industry has given our customers substantial purchasing power, which contributes to additional pricing pressure. 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.

International Risk.A significant portion of our sales are outside the U.S., and in recent years we have significantly
increased our international manufacturing capabilities. We anticipate that

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international sales will continue to represent a substantial portion of our sales and that continued growth and profitability will require further international expansion. Identifiable foreign
exchange rate exposures result primarily from currency fluctuations, accounts receivable from customer sales, the anticipated purchase of products from affiliates and third-party suppliers, and the
repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies. International business risks also include political and economic instability, tariffs and other trade
barriers, longer customer payment cycles, adverse taxes, restrictions on the repatriation of earnings, expropriation or requirements of local or shared ownership, compliance with local laws and
regulations, terrorist attacks, developing legal systems, reduced protection of intellectual property rights in some countries, cultural and language differences, and difficulties in managing and
staffing operations. We believe that international risks and uncertainties could materially impact our future sales, financial condition and operating results.

Impact of Restructuring.We believe that our current restructuring efforts will generate significant cost savings. The
company's ability to achieve these cost savings is based on the company's ability to carry out its restructuring plans, close designated facilities and to consolidate into existing and new facilities.

Dependence on Relationships with Key Customers.With our acquisition of Celiant, our RF Power Amplifiers Group will account
for a significant portion of our sales. The group sells the vast majority of its products to one customer, Lucent Technologies Inc. We are party to a supply agreement with Lucent pursuant to
which Lucent has committed to purchase from us at specified prices a minimum of $350 million of products in 2003 and $425 million of products in 2004, subject to certain adjustments. The
agreement is effective until August 31, 2006; however, after 2004 there are no firm commitments for orders, although there is an agreement that Lucent will award Andrew 80% of Lucent's North
American Power Amplifier market. Lucent has indicated a desire to renegotiate the contract, and we have begun discussions to reach mutually beneficial modifications. If such negotiations result in a
reduction in Lucent's commitment or if Lucent were unable or unwilling to perform its obligations under that agreement, sales of our radio frequency (RF) power amplifiers could decline, which could
result in decreased profits and potential impairment of intangible assets acquired from Celiant. In addition, our RF Power Amplifiers Group depends on single sources for certain key components, and a
failure by any of these sources to provide components of sufficient quality and quantity on a timely and cost-efficient basis could cause a delay in shipments, which could result in
delayed or lost revenues or customer dissatisfaction.

Rapid Technological Change and Pressure To Develop New Products.The markets in which we and our customers compete are
characterized by rapidly changing technology, rapid product obsolescence,
evolving industry standards, continuous improvements in products and services, and significant price erosion over the life of the product. 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.

Customer Financing and Spending Patterns.Demand for our products is influenced by our customers' spending patterns and
ability to obtain financing. Our sales trends are impacted by customer spending on non-Andrew-provided infrastructure, such as upgrades and conversions to 3G technology and spending on
switching equipment. Lack of current customer spending has resulted in delays of 3G technology deployment, which in turn, may cause fluctuations in sales of our wireless infrastructure products.

Consolidation of Telecommunications Industry.The telecommunications industry has experienced significant consolidation, and
this trend is expected to continue. It is possible that we and one or more

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of our competitors each supply products to the companies that have merged or will merge. This consolidation could result in delays in purchasing decisions by merged companies or in us playing a
decreased role in the supply of products to the merged companies.

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, but there can be no assurance that these measures will adequately protect our property rights or that our
proprietary information will not otherwise become known or be independently developed by our competitors. 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. If a third party succeeded in making an
infringement claim against us or our customers, and either we are unable to license the technology on commercially reasonable terms or alternative designs are not practicable, our business, financial
condition and operating results could suffer. In addition, we may initiate claims or litigation against third parties for infringement or to establish the validity of our proprietary rights, which
could be costly and divert the efforts and attention of management, regardless of whether we are successful.

Health Risks.Allegations of health risks from the electromagnetic fields generated by base stations and mobile handsets, and
the lawsuits and publicity relating to them, regardless of merit, could affect our operations negatively by leading consumers to reduce their use of mobile phones or by causing us to allocate
resources to these issues.

Ability To Attract and Retain Qualified People.We believe that our future success significantly depends on our ability to
attract, motivate and retain highly qualified management, technical and marketing personnel. The competition for these individuals is intense. From time to time, there may be a shortage of skilled
labor, which may make it more difficult and expensive for us to attract, motivate and retain qualified employees. We believe our inability to do so could negatively impact our business, financial
condition and operating results.

Impact of Governmental Regulation.We are not directly regulated in the U.S., but many of our U.S. customers and the
telecommunications industry generally are subject to Federal Communications Commission regulation. In overseas markets, there are generally similar governmental agencies that regulate our customers.
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. Our customers must obtain regulatory approvals to operate certain of our products. Any failure or delay by any of our customers to obtain these approvals would adversely impact
our ability to sell our products. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could adversely affect the market for our products.
The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and
deliberation over competing technologies. In the past, the delays inherent in this governmental approval process have caused, and may in the future cause, the cancellation or postponement of the
deployment of new technologies. These delays could have a material adverse effect on our business, results of operations and financial condition.

10

---

Consolidated Statements of Operations

|                                                                                                  |  | Year Ended September 30 |        
|------------------------------------------------------------------------------------------------- |  | ----------------------- | -------
|
|
|Sales                                                                                             |  | $                       | 864,801
|Cost of products sold                                                                             |  |                         | 627,093
|                                                                                                  |  |                         |        
|Gross Profit                                                                                      |  |                         | 237,708
|Operating Expenses                                                                                |  |                         |        
|Research and development                                                                          |  |                         | 57,977 
|Sales and administrative                                                                          |  |                         | 140,307
|Intangible amortization                                                                           |  |                         | 5,121  
|Restructuring                                                                                     |  |                         | 24,908 
|                                                                                                  |  |                         |        
|                                                                                                  |  |                         | 228,313
|                                                                                                  |  |                         |        
|Operating Income                                                                                  |  |                         | 9,395  
|Other                                                                                             |  |                         |        
|Interest expense                                                                                  |  |                         | 5,079  
|Interest income                                                                                   |  |                         | (3,617 
|Other expense, net                                                                                |  |                         | 3,514  
|Gain on the sale of equity investments                                                            |  |                         | (8,651 
|                                                                                                  |  |                         |        
|                                                                                                  |  |                         | (3,675 
|                                                                                                  |  |                         |        
|Income from Continuing Operations Before Income Taxes                                             |  |                         | 13,070 
|Income taxes                                                                                      |  |                         | 2,578  
|                                                                                                  |  |                         |        
|Income from Continuing Operations                                                                 |  |                         | 10,492 
|Discontinued Operations                                                                           |  |                         |        
|Loss from operations of discontinued operations, net of tax benefit                               |  |                         | 10,484 
|Loss on disposal of discontinued operations, net of tax benefit                                   |  |                         | 26,387 
|                                                                                                  |  |                         |        
|                                                                                                  |  |                         | 36,871 
|                                                                                                  |  |                         |        
|Net Income (Loss)                                                                                 |  | $                       | (26,379
|                                                                                                  |  |                         |        
|Basic and Diluted Income from Continuing Operations per Average Share of Common Stock Outstanding |  | $                       | 0.12   
|Basic and Diluted Net Income (Loss) per Average Share of Common Stock Outstanding                 |  | $                       | (0.30  
|                                                                                                  |  |                         |        
|Average Basic Shares Outstanding                                                                  |  |                         | 87,197 
|Average Diluted Shares Outstanding                                                                |  |                         | 87,295 
|                                                                                                  |  |                         |        

See
Notes to Consolidated Financial Statements.

11

---

Consolidated Balance Sheets

|                                                                                                                       |                               | September 30 |          
|---------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------ | ---------
|
|
|Assets                                                                                                                 |                               |              |          
|Current Assets                                                                                                         |                               |              |          
|Cash and cash equivalents                                                                                              |                               | $            | 84,871   
|Accounts receivable, less allowances (2002$6,516; 2001$4,053)                                                        |                               |              | 215,406  
|Inventories                                                                                                            |                               |              |          
|                                                                                                                       | Finished products             |              |          
|                                                                                                                       | Materials and work in process |              |          
|                                                                                                                       |                               |              |          
|                                                                                                                       |                               |              | 133,993  
|Other current assets                                                                                                   |                               |              | 28,121   
|Current assetsdiscontinued operations                                                                                 |                               |              | 14,792   
|                                                                                                                       |                               |              |          
|Total Current Assets                                                                                                   |                               |              | 477,183  
|Other Assets                                                                                                           |                               |              |          
|Costs in excess of net assets of businesses acquired                                                                   |                               |              | 396,295  
|Intangible assets, less amortization                                                                                   |                               |              | 47,344   
|Investments in and advances to affiliates                                                                              |                               |              |         
|Other assets                                                                                                           |                               |              | 1,809    
|Non-current assetsdiscontinued operations                                                                             |                               |              | 2,000    
|Property, Plant and Equipment                                                                                          |                               |              |          
|Land and land improvements                                                                                             |                               |              | 17,890   
|Buildings                                                                                                              |                               |              | 98,714   
|Equipment                                                                                                              |                               |              | 448,036  
|Allowance for depreciation                                                                                             |                               |              | (365,605 
|                                                                                                                       |                               |              |          
|                                                                                                                       |                               |              | 199,035  
|                                                                                                                       |                               |              |          
|Total Assets                                                                                                           |                               | $            | 1,123,666
|                                                                                                                       |                               |              |          
|Liabilities and Stockholders' Equity                                                                                   |                               |              |          
|Current Liabilities                                                                                                    |                               |              |          
|Notes payable                                                                                                          |                               | $            | 66,184   
|Accounts payable                                                                                                       |                               |              | 69,835   
|Restructuring                                                                                                          |                               |              | 15,329   
|Accrued expenses and other liabilities                                                                                 |                               |              | 44,548   
|Compensation and related expenses                                                                                      |                               |              | 28,434   
|Current portion of long-term debt                                                                                      |                               |              | 7,250    
|Current liabilitiesdiscontinued operations                                                                            |                               |              | 4,990    
|                                                                                                                       |                               |              |          
|Total Current Liabilities                                                                                              |                               |              | 236,570  
|Deferred Liabilities                                                                                                   |                               |              | 28,461   
|Long-Term Debt, less current portion                                                                                   |                               |              | 13,391   
|Minority Interest                                                                                                      |                               |              |         
|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                                                                                             |                               |              | 145,764  
|Accumulated other comprehensive loss                                                                                   |                               |              | (46,089  
|Retained earnings                                                                                                      |                               |              | 796,374  
|Treasury stock, at cost (4,500,493 shares in 2002; 21,187,764 shares in 2001)                                          |                               |              | (51,832  
|                                                                                                                       |                               |              |          
|Total Stockholders' Equity                                                                                             |                               |              | 845,244  
|                                                                                                                       |                               |              |          
|Total Liabilities and Stockholders' Equity                                                                             |                               | $            | 1,123,666
|                                                                                                                       |                               |              |          

See Notes to Consolidated Financial Statements.

12

---

Consolidated Statements of Cash Flows

|                                                              |  | Year Ended September 30 |         
|------------------------------------------------------------- |  | ----------------------- | --------
|
|
|Cash Flows from Operations                                    |  |                         |         
|Net Income (Loss)                                             |  | $                       | (26,379 
|Adjustments to Net Income (Loss)                              |  |                         |         
|Depreciation and amortization                                 |  |                         | 56,316  
|Restructuring costs                                           |  |                         | 35,400  
|Discontinued operations costs, net of taxes                   |  |                         | 25,903  
|Operating cash flow from discontinued operations              |  |                         | 22,221  
|Gain on the sale of equity investments                        |  |                         | (8,651  
|Other                                                         |  |                         | (401    
|Change in Operating Assets/Liabilities                        |  |                         |         
|Decrease (increase) in accounts receivable                    |  |                         | 59,011  
|Decrease (increase) in inventories                            |  |                         | 6,665   
|(Increase) decrease in other assets                           |  |                         | (10,724 
|(Decrease) increase in accounts payable and other liabilities |  |                         | (4,240  
|                                                              |  |                         |         
|Net Cash from Operations                                      |  |                         | 155,121 
|Investing Activities                                          |  |                         |         
|Capital expenditures                                          |  |                         | (40,496 
|Capital expenditures related to discontinued operations       |  |                         | (65     
|Proceeds from sale of equity investments                      |  |                         | 50,301  
|Acquisition of businesses, net of cash acquired               |  |                         | (181,052
|Investments in and advances to affiliates                     |  |                         | 58      
|Proceeds from sale of property, plant and equipment           |  |                         | 1,016   
|                                                              |  |                         |         
|Net Cash Used for Investing Activities                        |  |                         | (170,238
|Financing Activities                                          |  |                         |         
|Long-term borrowingspayments                                 |  |                         | (44,658 
|Long-term borrowings                                          |  |                         |        
|Notes payable borrowings (payments)net                       |  |                         | 23,927  
|Stock purchase and option plans                               |  |                         | 2,840   
|Purchase of treasury stock                                    |  |                         |        
|                                                              |  |                         |         
|Net Cash (Used for) from Financing Activities                 |  |                         | (17,891 
|Effect of exchange rate changes on cash                       |  |                         | 5,502   
|                                                              |  |                         |         
|(Decrease) Increase for the Year                              |  |                         | (27,506 
|Cash and equivalents at beginning of year                     |  |                         | 112,377 
|                                                              |  |                         |         
|Cash and Equivalents at End of Year                           |  | $                       | 84,871  
|                                                              |  |                         |         

See
Notes to Consolidated Financial Statements.

13

---

Consolidated Statements of Stockholders' Equity

|Dollars in thousands                          |  | Common
Stock |       | Additional
Paid-In
Capital |   | Accumulated
Other
Comprehensive
Loss |  | Retained
Earnings |         | Treasury
Stock |   | Total   |  
|--------------------------------------------- |  | ------------ | ----- | -------------------------- | - | ------------------------------------ |  | ----------------- | ------- | -------------- | - | ------- | -
|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 adjustments      |  |              |       |                            |   |                                      |  |                   | (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 adjustments      |  |              |       |                            |   |                                      |  |                   | (8,972  | )              |   |         |  
|Net Income                                    |  |              |       |                            |   |                                      |  |                   |         |                |   | 61,622  |  
|                                              |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|Comprehensive Income                          |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|                                              |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|Balance at September 30, 2001                 |  | $            | 1,027 |                            | $ | 65,870                               |  | $                 | (44,773 | )              | $ | 822,753 |  
|Stock purchase and option plans               |  |              |       |                            |   | 1,007                                |  |                   |         |                |   |         |  
|Shares issuedCeliant purchase                |  |              |       |                            |   | 78,887                               |  |                   |         |                |   |         |  
|Minimum pension liability net of income taxes |  |              |       |                            |   |                                      |  |                   | (5,470  | )              |   |         |  
|Foreign currency translation adjustments      |  |              |       |                            |   |                                      |  |                   | 4,154   |                |   |         |  
|Net Loss                                      |  |              |       |                            |   |                                      |  |                   |         |                |   | (26,379 | )
|                                              |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|Comprehensive Loss                            |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|                                              |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  
|Balance at September 30, 2002                 |  | $            | 1,027 |                            | $ | 145,764                              |  | $                 | (46,089 | )              | $ | 796,374 |  
|                                              |  |              |       |                            |   |                                      |  |                   |         |                |   |         |  

See
Notes to Consolidated Financial Statements.

14

---

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 maturities 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 49% of
total inventories in 2002 and 50% of total inventories in 2001. 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,
2002 and September 30, 2001.

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 $51.3 million,
$46.1 million and $40.5 million for 2002, 2001 and 2000, respectively.

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.

Identifiable intangible assets

The company reports identifiable intangible assets net of accumulated amortization. Accumulated amortization on identifiable intangible assets was
$6.7 million and $1.4 million at September 30, 2002 and 2001, respectively. The company amortizes all of its identifiable intangible assets, excluding goodwill, over their
estimated useful lives. The company's current net identifiable intangible assets of

15

---

$47.3 million will be amortized over the next five years. The company's scheduled amortization expense in millions over the next five years is as follows:

|Dollars in millions |  | 2003 |      | 2004 |   | 2005 |  | 2006 |     | 2007
|------------------- |  | ---- | ---- | ---- | - | ---- |  | ---- | --- | ----
|                    |  | $    | 14.7 |      | $ | 14.7 |  | $    | 7.0 |     

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 ($2.1) million, ($3.3) million, and $1.7 million for 2002, 2001 and 2000,
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. 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. At September 30, 2002, the company had no derivative instruments designated as a hedge.

In
fiscal years 2002 and 2001, the company had designated 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 correlated to changes in value of the net assets
of the company's Swiss franc functional subsidiary. There was no hedge ineffectiveness, therefore changes in value of the Swiss franc notes payable were recorded in accumulated other comprehensive
income. Unrealized gains and (losses) on the Swiss franc notes payable recorded to accumulated other comprehensive income in fiscal years 2002 and 2001 were $1.5 million and ($2.3) million,
respectively.

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 accounting principles generally accepted in the United States 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 Statement of Financial Accounting Standards No. 143, "Accounting and Reporting
for Obligations Associated with the

16

---

Retirement of Tangible Long-Lived Assets and the Associated Asset Retirement Costs." In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of Statement 13, and Technical Corrections." FASB Statement No. 145 modifies reporting of extinguishment of debt and amends
accounting for leases. 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.

In
June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The provisions of
this statement will be effective for exit or disposal activities initiated after December 31, 2002. The company's current restructuring plan, initiated in September 2002, is being
accounted for under the previously existing accounting principles for restructuring, primarily Emerging Issues Task Force Issue 94-3. The company accrued pre-tax charges of
$36.0 million when the company's management approved the current restructuring plan. If the company had accounted for this restructuring plan under FASB Statement No. 146, certain costs
such as employee termination benefits of $11.8 million and lease and contract cancellation costs of $2.5 million
accrued in this $36.0 million would have been recognized over the restructuring period as incurred and not accrued in fiscal year 2002.

Adoption of new accounting policies

Starting in fiscal year 2002, the company adopted the FASB's Statements of Financial Accounting Standards No. 141, "Business Combinations" and
No. 142, "Goodwill and Other Intangible Assets." Under the new statements, goodwill is no longer amortized but is subject to annual impairment tests. Other intangible assets continue to be
amortized over their useful lives. Goodwill amortization included in sales and administrative expense in fiscal years 2001 and 2000 was $4.6 million and $4.0 million, respectively. As
required by FASB Statement No. 142, the company performed an initial, as well as the first annual impairment test of goodwill. Both of these tests indicated no impairment of goodwill. If
impairment indicators exist, the company will determine the fair value of net assets based on a discounted cash flow model. Due to uncertain market conditions, it is possible that future tests may
indicate impairment in the fair value of goodwill, which could result in non-cash charges, adversely affecting the company's results of operations.

17

---

The
following table discloses the effect on income and earnings per share as if the non-amortization of goodwill provisions of FASB Statement No. 142 were adopted at
the beginning of fiscal year 2000.

|                                                                        |  | Year Ended September 30
|----------------------------------------------------------------------- |  | -----------------------
|
|
|Reported income from continuing operations                              |  | $                      
|Add back goodwill amortization                                          |  |                        
|                                                                        |  |                        
|Adjusted income from continuing operations                              |  | $                      
|Reported basic and diluted income from continuing operations, per share |  | $                      
|Add back goodwill amortization                                          |  |                        
|                                                                        |  |                        
|Adjusted basic and diluted income from continuing operations, per share |  | $                      
|                                                                        |  |                        
|Reported net income (loss)                                              |  | $                      
|Add back goodwill amortization                                          |  |                        
|                                                                        |  |                        
|Adjusted net income (loss)                                              |  | $                      
|Reported basic and diluted net income (loss) per share                  |  | $                      
|Add back goodwill amortization                                          |  |                        
|                                                                        |  |                        
|Adjusted basic and diluted net income (loss) per share                  |  | $                      
|                                                                        |  |                        

The
company has chosen to early adopt the FASB's Statement of Financial Accounting Standards No. 144, "Accounting and Reporting for the Impairment or Disposal of
Long-Lived Assets." FASB Statement No. 144 expands the use of discontinued operations from a reporting segment of an entity to the lower level of a component of an entity as defined
by FASB Statement No. 144. The provisions of FASB Statement No. 144 allow the company to classify the results of operations and estimated disposal of the equipment shelter, wireless
accessory and satellite modem businesses as discontinued operations. All periods presented have been restated to exclude the operating results of these businesses from continuing operations. The
results of operations of these businesses have been reported net of income taxes as discontinued operations.

Business Acquisitions

In fiscal year 2001, the company completed four 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 consisted of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. In February 2001, the company 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%. In July 2001, the company
acquired selected assets and intellectual property of Deltec Telesystems International, Ltd., of Wellington, New Zealand for $7.1 million. The company acquired Deltec's
Teletilt remotely adjustable downtilt base station antenna technology. 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 2001 acquisitions were accounted for as purchases, resulting in $10.7 million of goodwill and $1.8 million of
intangible assets. Pro forma results of operations, assuming these transactions occurred at the beginning of fiscal year 2000, were not materially different from the reported results of operations.

In
fiscal year 2002, the company completed one major acquisition, Celiant Corporation, and three smaller acquisitions. In June 2002, the company acquired Celiant Corporation,
which designs,

18

---

manufactures and markets radio frequency (RF) power amplifiers for use in wireless communications networks. Total purchase consideration was $481.0 million, consisting of $203.1 million
in cash, 16,278,805 shares of the company's common stock valued at $266.6 million, and $11.3 million of acquisition-related costs. The 16,278,805 shares were valued at $16.38, the
February 15, 2002 closing price, the last trading day before the acquisition agreement was signed. These 16,278,805 shares represent 16.6% of the company's total shares outstanding at
September 30, 2002. The company acquired $58.7 million of cash in the Celiant acquisition, making the company's net cash expenditure $155.7 million for this acquisition. The
assets and liabilities of Celiant were recorded based upon their fair value determined by management and by an independent appraisal using currently available information. A preliminary allocation of
the purchase price is as follows:

Dollars in thousandsTangible assets

$
97,700Intangible assets


42,800Goodwill


340,504Total purchase consideration

$
481,004


Celiant's
results of operations have been included with the company's since June 4, 2002. Pro forma results of operations, assuming the acquisition of Celiant occurred on
October 1, 2001, are as follows:

Year Ended September 30, 2002Dollars in thousands, except per share amount

Andrew

Celiant
Oct. 1, 2001
to Jun. 3, 2002

Pro Forma
Adjustments

Pro FormaSales

$
864,801

$
228,519

$


$
1,093,320Income from continuing operations

$
10,492

$
12,311

$
(8,892
)
$
13,911Average diluted shares outstanding


87,295





10,837


98,132Income from continuing operations, per share

$
0.12

$


$


$
0.14Net income (loss)

$
(26,379
)
$
12,311

$
(8,892
)
$
(22,960
)Average diluted shares outstanding


87,197





10,837


98,034Diluted net loss per share

$
(0.30
)
$


$


$
(0.23
)


The
pro forma adjustments consist of interest expense net of applicable taxes and the non-deductible amortization of the intangible assets acquired in the Celiant
acquisition. The company estimates that it would have had to borrow an additional $63.0 million in notes payable at 3.0%, resulting in an after-tax interest expense of
$0.8 million. The amortization of the $42.8 million of identifiable intangibles over this eight-month period would have created an additional $8.1 million of amortization expense.

Celiant
commenced operations on June 1, 2001 as a spin-out of Lucent Technologies' power amplifier business. Lucent did not maintain the amplifier business as a
separate business unit and external financial statements historically have not been prepared. Presenting meaningful pro forma financial data for fiscal years 2001 and 2000 would require the company to
make significant estimates based on forward-looking information, and therefore the company is not providing pro forma financial data for fiscal years prior to 2002.

The
company also made three smaller acquisitions in fiscal year 2002. In April 2002, the company acquired Quasar Microwave Technology Ltd. for $15.0 million. Quasar
Microwave Technology Ltd. is located in Devon, England and is a manufacturer of microwave and millimeter wave radio components.

19

---

Also in April 2002, the company acquired selected assets of Antenna Bad Blankenburg for $3.0 million. Antenna Bad Blankenburg is a German manufacturer of telematics equipment for the
automotive industry. In July 2002, the company acquired selected assets and intellectual property of WSIL, a British manufacturer of power amplifiers, for $5.9 million. These three
acquisitions were accounted for using the purchase method of accounting and resulted in $15.2 million of goodwill and $5.9 million of identifiable intangible assets. Pro forma results of
operations, assuming these three acquisitions occurred at the beginning of fiscal year 2001, were not materially different from the reported results of operations.

Per Share Data

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

Year Ended September 30Dollars in thousands, except per share amounts2002

2001

2000Basic Earnings (Loss) per ShareIncome from continuing operations

$
10,492

$
68,948

$
87,815Average basic shares outstanding


87,197


81,382


80,944Basic income from continuing operations per share

$
.12

$
.85

$
1.08Net income (loss)

$
(26,379
)
$
61,622

$
79,601Average basic shares outstanding


87,197


81,382


80,944Basic net income (loss) per share

$
(.30
)
$
.76

$
.98Diluted Earnings (Loss) per ShareIncome from continuing operations

$
10,492

$
68,948

$
87,815Average basic shares outstanding


87,197


81,382


80,944Effect of dilutive securities: stock options


98


160


47487,295


81,542


81,418Diluted income from continuing operations per share

$
.12

$
.85

$
1.08Net income (loss)

$
(26,379
)
$
61,622

$
79,601Average diluted shares outstanding


87,197


81,382


80,944Effect of dilutive securities: stock options





160


47487,197


81,542


81,418Diluted net income (loss) per share

$
(.30
)
$
.76

$
.98


For
fiscal year 2002, 98,000 diluted shares were not included in the calculation of the net loss per share because these shares would have reduced the reported net loss per share.
Options to purchase 5,569,000, 3,664,000 and 1,191,000 shares of common stock in 2002, 2001 and 2000, respectively, were not included in the computation of diluted shares because the options' exercise
prices were greater than the average market price of the common shares.

Investments in and Advances to Affiliates

On December 4, 2001, the company completed the sale of its interest in a group of Russian telecommunications companies, which was accounted for using the
equity method. The company received $50.3 million, net of $0.3 million of Russian withholding tax, for the sale of these investments. These investments were sold to Antel
Holdings Ltd., a newly formed subsidiary of Group Menatep, a Russian financial holding company. The company sold the following investments: 49% of ZAO Rascom, 45% of ZAO Metrocom, 45% of
MAcommnet, 64.4% of Magistral Telecom and 99.7% of ZAO MKS. As part of this transaction, the company also sold its wholly owned, U.S.-based, international

20

---

telecommunications carrier, Antel. This sale resulted in an $8.7 million pre-tax gain and an after-tax gain of $7.3 million.

The
company continues to hold an equity interest in two telecommunication ventures. The company guarantees a $1.5 million line of credit used by these ventures. At
September 30, 2002, $1.5 million was outstanding under this line of credit.

Defined Benefit Plan

Employees of the company's United Kingdom subsidiary, Andrew Ltd., participate in a defined benefit plan. Benefits are based on an employee's final
pensionable salary. The plan's assets are held by a trust, the Andrew Ltd. Pension Life and Assurance Plan, and an independent third party manages the investments. The plan assets are invested
in equity and debt securities and are not invested in the company's common stock. The company's accumulated benefit obligation under this plan was $36.6 million and $27.2 million at
September 30, 2002 and 2001, respectively. At September 30, 2002, the accumulated benefit obligation exceeded the fair value of plan assets by $7.8 million. The company recorded
this minimum pension liability of $7.8 million to deferred liabilities and to other comprehensive income net of applicable income taxes. The reconciliation of the beginning and ending balance
of the projected benefit obligation, reconciliation of the beginning and ending balance of the fair value of the plan assets, funded status of the plan and amounts recognized on the company's
consolidated balance sheet are as follows:

September 30Dollars in thousands2002

2001Change in projected benefit obligationProjected benefit obligation at beginning of the year

$
38,004

$
35,633Service costs


2,323


2,363Interest costs


2,386


2,315Actuarial loss (gain)


7,423


(2,146
)Benefits paid


(1,909
)

(432
)Foreign currency translation adjustment


2,519


271Projected benefit obligation at end of the year


50,746


38,004Change in plan assetsFair value of plan assets at beginning of the year


31,836


36,926Return on plan assets


(4,930
)

(6,951
)Company contribution


1,404


1,357Contribution by plan participants


701


683Benefits and expenses paid


(1,909
)

(432
)Foreign currency translation adjustment


1,731


253Fair value of plan assets at end of the year


28,833


31,836Funded status of the plan


(21,913
)

(6,168
)Unrecognized prior service costs

$
162

$
191Unrecognized assets





(21
)Unrecognized actuarial loss


14,186


6,978Net prepaid pension costs recognized

$
(7,565
)
$
980


21

---

The
components of net periodic pension costs recognized in income are as follows:

Year Ended September 30Dollars in thousands2002

2001

2000Service costs

$
2,323

$
2,363

$
2,342Interest costs


2,386


2,315


2,115Expected return


(2,100
)

(2,489
)

(2,714
)Contribution by plan participants


(701
)

(683
)

(644
)Amortization of unrecognized net assets


(21
)

(21
)

(22
)Amortization of unrecognized prior service costs


40


38


40Amortization of net loss


203





$
2,130

$
1,523

$
1,117


The
following actuarial rate assumptions were used in determining the net periodic pension costs recognized in income:

2002

2001

2000Discount rate

6.25
%
6.50
%
6.50
%Annual compensation increase

4.00
%
4.50
%
4.50
%Expected return on plan assets

7.00
%
7.00
%
7.00
%Post-retirement pension increase

2.50
%
2.75
%
2.75
%


The
actuarial rate assumptions used to determine the project benefit obligation at September 30, 2002 were as follows: discount rate 5.5%, annual compensation increase 3.5%,
expected return on plan assets 6.5%, and post-retirement pension increase 2.5%.

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 2002, 2001 and 2000 were $6,801,000, $10,248,000 and $8,673,000, respectively.

Borrowings

Lines of Credit and Short-Term Borrowings

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 2002 under the line of credit was $130.0 million and the weighted average interest rate for borrowings under this line in fiscal year 2002 was 2.13%. The outstanding
balance at September 30, 2002 was $50.8 million. This agreement expires in March 2003. The company anticipates renewing this agreement prior to March 2003 under
substantially similar terms as the current agreement.

The
company maintains an $11.4 million line of credit agreement, denominated in Brazilian reais, with ABN-AMRO for its Brazilian operations. The company's maximum
outstanding borrowing under this line during 2002 was $1.1 million and the weighted average interest rate for borrowings under this line in fiscal year 2002 was 23.1%. There were no borrowings
outstanding at September 30, 2002.

The
company maintains a $15 million Canadian dollar line of credit with Bank of America Canada. The maximum outstanding during 2002 was $13.0 million Canadian dollars and
the weighted average interest rate for all borrowings under this line in fiscal year 2002 was 3.72%. Outstanding at September 30, 2002 was $9.0 million Canadian dollars, or
$5.7 million U.S. dollars.

22

---

The
company has a six-month, 80.0 million RMB, or $9.7 million U.S. dollar, note payable with the Agricultural Bank of China. This note has a fixed interest
rate of 4.54% and is due in January 2003. In fiscal year 2002, the company entered into an 80.0 million RMB, or $9.7 million U.S. dollar, line of credit agreement with Bank of
America for its China operations. The company had no borrowings on this facility during fiscal year 2002.

Long-Term Debt

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

Dollars in thousands

2002

20019.52% senior notes payable to insurance companies in annual installments from 1995 to 2005

$
13,635

$
18,181Variable 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





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





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





19,33012.00% loan agreement with Banco Nacional De Desenvolvimento Economico E Social


315


1,551Other


959


1,327Less: Current Portion


7,250


25,546Total Long-Term Debt

$
13,391

$
39,905


Under
the terms of the company's loan agreements, the company has agreed to meet various requirements, including maintaining certain levels of working capital and net worth. At
September 30, 2002, all of these requirements have been met.

The
amounts of long-term debt maturing after September 30, 2002 are:

Dollars in thousands

2003

2004

2005

2006$
7,250

$
4,908

$
8,471

$
12


Cash
payments for interest on all borrowings were $4,348,000, $8,574,000 and $8,128,000 in 2002, 2001 and 2000, respectively.

The
carrying amount of long-term debt as of September 30, 2002 approximates fair value. The fair value was determined by discounting the future cash outflows based
upon current market rates for instruments with similar risk and term to maturity.

Restructuring

In September 2002, the company initiated a plan to restructure its manufacturing operations. The company plans to close several manufacturing and
engineering facilities and consolidate into fewer, more efficient facilities. These restructuring activities will result in closing the following U.S. locations: Denton and Richardson, Texas; Tinley
Park, Illinois; Scottsdale, Arizona; and Burlington, Iowa. Internationally, the following locations will be closed: Bad Blankenburg, Germany; Krasnoyarsk, Russia; Newton Abbot, England; and
Wellington, New Zealand. These facilities will be replaced by two new manufacturing facilities in Mexico and Europe. In addition, two new, smaller engineering offices will be

23

---

established in Europe, along with a new engineering office in Texas. The company plans to terminate approximately 1,000 employees at these facilities. The company anticipates that approximately 400
employees could be hired at the new facilities.

In
the fourth quarter of fiscal year 2002, the company recorded a $36.0 million pre-tax charge for these activities comprised of the following:

Dollars in thousands

Restructuring
Charge

Actual Charges
to Reserve

Sept. 30, 2002
Reserve BalanceInventory write-downs

$
11,138

$
(11,138
)
$
Employee termination costs


11,877





11,877Equipment and other asset write-downs


9,579


(9,579
)

Lease and contract cancellation costs


3,452





3,452Pre-tax charge

$
36,046

$
(20,717
)
$
15,329


On
an after-tax basis, these restructuring charges were $25.2 million. The company expects to incur an additional $5.2 million of pre-tax
restructuring charges for inventory and fixed asset relocation costs that will be expensed as incurred in fiscal year 2003. Actual cash charges incurred for restructuring in 2002 were
$0.6 million.

Discontinued Operations

In September 2002, the company discontinued three non-strategic businesses: equipment shelters, wireless accessories and satellite modems. The
company sold its equipment shelter business in October 2002 and anticipates selling the wireless accessory business by the end of fiscal year 2003. The company closed its satellite modem
business in September 2002. These businesses employed approximately 200 employees. The company recognized an after-tax charge of $26.4 million to reduce the carrying value of
the net assets of these businesses to their fair value. The company estimated the fair value of these assets based on the projected proceeds from sale of these assets, net of any related costs. This
$26.4 million charge consisted of a pre-tax charge of $34.7 million net of an $8.3 million tax benefit. Included in this $26.4 million is $2.1 million of
goodwill, which is the portion of the company's total goodwill attributable to these discontinued operations.

24

---

The results of operations for the discontinued businesses are as follows:

|                                  |  | Year Ended September 30 |        
|--------------------------------- |  | ----------------------- | -------
|
|
|Sales                             |  | $                       | 54,108 
|Cost of sales                     |  |                         | 58,010 
|                                  |  |                         |        
|Gross profit (loss)               |  |                         | (3,902 
|Operating expenses                |  |                         | 11,077 
|                                  |  |                         |        
|Loss before income taxes          |  |                         | (14,979
|Income tax benefit                |  |                         | (4,495 
|                                  |  |                         |        
|Loss from discontinued operations |  | $                       | (10,484
|                                  |  |                         |        

Income Taxes

The composition of the provision for income taxes is as follows:

|                                                                           |  | Year Ended September 30
|-------------------------------------------------------------------------- |  | -----------------------
|
|
|Currently Payable                                                          |  |                        
|Federal                                                                    |  | $                      
|Non-United States                                                          |  |                        
|State                                                                      |  |                        
|                                                                           |  |                        
|                                                                           |  |                        
|Deferred (Credit)                                                          |  |                        
|Federal and State                                                          |  |                        
|Non-United States                                                          |  |                        
|                                                                           |  |                        
|                                                                           |  |                        
|                                                                           |  |                        
|                                                                           |  | $                      
|                                                                           |  |                        
|Income Taxes Paid                                                          |  | $                      
|                                                                           |  |                        
|Components of Income (Loss) from Continuing Operations before Income Taxes |  |                        
|United States                                                              |  | $                      
|Non-United States                                                          |  |                        
|                                                                           |  |                        
|                                                                           |  | $                      
|                                                                           |  |                        

25

---

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

|                                                                       |  | Year Ended September 30 |  
|---------------------------------------------------------------------- |  | ----------------------- | -
|
|Statutory United States federal tax rate                               |  | 35.0                    | %
|Foreign Sales Corporation (FSC)/Extra-Territorial Income (ETI)         |  | (13.4                   | )
|State income taxes, net of federal tax effect                          |  | (2.5                    | )
|Rate differential on foreign earnings                                  |  | (5.8                    | )
|Rate differential of restructuring and disposition of equity interests |  | 1.4                     |  
|Permanent items and other                                              |  | 5.0                     |  
|                                                                       |  |                         |  
|Effective Tax Rate                                                     |  | 19.7                    | %
|                                                                       |  |                         |  

The
reduction in the effective tax rate for the year ended September 30, 2002 is attributable to a significant decrease in U.S. pre-tax profits. Excluding the impact
of restructuring charges and permanent differences on the disposition of equity investments, the effective tax rate for the year ended September 30, 2002 would have been 30.0%.

The
components of the deferred tax assets and liabilities are as follows:

|                                                |                                    | September 30 |        
|----------------------------------------------- | ---------------------------------- | ------------ | -------
|
|
|Deferred Tax Assets                             |                                    |              |        
|                                                | Inventory reserves                 |              | $      
|                                                | Restructuring reserves             |              |        
|                                                | Other deferred expense             |              |        
|                                                | Recoverable taxes                  |              |        
|                                                | Tax loss carryforward              |              |        
|                                                | Tax credit carryforward            |              |        
|                                                |                                    |              |        
|Total Deferred Tax Assets                       |                                    |              | 58,325 
|                                                |                                    |              |        
|                                                | Valuation allowances               |              |        
|                                                |                                    |              |        
|Net Deferred Tax Assets                         |                                    | $            | 55,647 
|                                                |                                    |              |        
|Deferred Tax Liabilities                        |                                    |              |        
|                                                | Depreciation and amortization      |              | $      
|                                                | Undistributed foreign earnings     |              |        
|                                                | Other deferred income              |              |        
|                                                |                                    |              |        
|Total Deferred Tax Liabilities                  |                                    |              | (36,141
|                                                |                                    |              |        
|Net Deferred Tax Asset/(Liability)              |                                    | $            | 19,506 
|                                                |                                    |              |        
|Deferred Taxes as Recorded on the Balance Sheet |                                    |              |        
|                                                | Current deferred tax asset         |              | $      
|                                                | Non-current deferred tax liability |              |        
|                                                |                                    |              |        
|Net Deferred Tax Asset/(Liability)              |                                    | $            | 19,506 
|                                                |                                    |              |        

The
current deferred tax asset is classified net of current taxes payable in other current assets. Approximately $24 million of the increase in net deferred tax assets was due to
the acquisition of Celiant. An additional $10 million represents deferred tax assets resulting from the loss from

26

---

discontinued operations. The non-current deferred tax liability is classified in deferred liabilities on the consolidated balance sheet.

The
deferred tax asset for tax loss carryforward represents benefits associated with a United States net operating loss carryforward of approximately $41.8 million, which will
expire in 2022, and a capital loss carryforward of approximately $7.0 million, which will expire in 2007. The deferred tax asset for tax credit carryforward represents benefits associated with
a foreign tax credit carryforward of approximately $9.4 million, which will expire in 2007. A valuation allowance has been established against the capital loss carryforward because of
uncertainty as to the company's ability to generate capital gains income in future years. The company has not recorded any other valuation allowances for deferred tax assets because the existing net
deductible temporary differences will reverse during periods in which the company expects to generate taxable income.

No
provision has been made for income taxes of approximately $26.2 million at September 30, 2002, which would be payable in the event that all undistributed earnings of
subsidiaries located outside the United States were distributed as dividends. The company plans to continue its non-United States
operations, and anticipates the ability to use tax planning opportunities to offset the additional tax liability if dividends are declared and paid from these operations. A tax provision in the amount
of approximately $14.0 million has been recorded to reflect the United States tax cost associated with the repatriation of that portion of undistributed earnings of Andrew's Chinese subsidiary
that are not considered to be permanently reinvested.

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, 2002, 98,217,717 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 only become exercisable 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 1,800,000 shares, at a cost of $24.6 million in 2000 and a total of 11,785,432 shares at a cost of $222.2 million 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.

27

---

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

Year Ended September 302002

2001

2000Shares 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

21,187,764

21,476,101

20,527,072Stock repurchase





1,800,000Stock issued in Celiant acquisition

(16,278,805
)


Stock purchase, option and other plans

(408,466
)
(288,337
)
(850,971
)Balance at End of Year

4,500,493

21,187,764

21,476,101


At
September 30, 2002, the company had 7,327,696 shares of common stock that could potentially be issued under various stock plans described in the following note.

Stock-Based Compensation

The company accounts for stock-based compensation plans 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 provides 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 Management Incentive Program (MIP), which provides for the issuance of up to an additional 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 2002, there were 1,249,180 options granted under these plans.

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 2002, 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 2002, there were 135,924 shares
purchased by employees under the plan.

Pro
forma information regarding income and earnings per share, as required by FASB Statement No. 123, "Accounting for Stock-Based Compensation," has been determined as if the
company had accounted for its stock option plans under the fair value method. The fair value of these options was estimated at the date of grant using a Black-Scholes option pricing model with the
following weighted

28

---

average assumptions for 2002, 2001 and 2000, respectively: risk-free interest rate of 4.09%, 4.62% and 5.68%; dividend yield of 0%; a volatility factor of .538, .523 and .499; 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 and ESPP are amortized to expense over their vesting periods. The company's pro forma information follows:

Year Ended September 30Dollars in thousands, except per share amounts2002

2001

2000Pro forma income from continuing operations

$
3,568

$
62,895

$
82,587Pro forma income from continuing operations per shareBasic

$
0.04

$
0.77

$
1.02Diluted

$
0.04

$
0.77

$
1.01Pro forma net income (loss)

$
(33,303
)
$
55,569

$
74,373Pro forma net income (loss) per shareBasic

$
(0.38
)
$
0.68

$
0.92Diluted

$
(0.38
)
$
0.68

$
0.91


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 and 2000.

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

Year Ended September 302002

2001

2000Outstanding at beginning of year


4,673,740


3,719,158


3,489,140Granted


1,321,180


1,326,700


1,055,600Expired or cancelled


(139,788
)

(338,320
)

(148,600
)Exercised


(164,815
)

(33,798
)

(676,982
)Outstanding at End of Year


5,690,317


4,673,740


3,719,158Exercisable at End of Year


2,914,767


2,331,288


1,595,017Weighted Average Exercise PriceOutstanding at beginning of year

$
22.36

$
22.48

$
20.99Granted


20.59


22.31


23.76Expired or cancelled


23.81


24.01


22.94Exercised


12.72


16.70


16.71Outstanding at end of year


22.20


22.36


22.48Exercisable at end of year

$
23.01

$
22.85

$
22.57


The
weighted average fair value of options granted during fiscal years 2002, 2001 and 2000 was $10.40, $11.38 and $12.22 per share, respectively. The weighted average life of options
outstanding as of

29

---

September 30, 2002 was 6.78 years. The range of exercise prices for options outstanding at September 30, 2002 was $5.38 to $38.17.

|Range of Exercise Prices |                | $5.38-$9.58 |         | $12.38-$15.56 |  | $16.00-$18.22 |       | $19.33-$22.65 |           | $23.13-$24.94 |  | $27.19-$38.17 |       | Total
|------------------------ | -------------- | ----------- | ------- | ------------- |  | ------------- | ----- | ------------- | --------- | ------------- |  | ------------- | ----- | -----
|Outstanding Options      |                |             | 121,815 |               |  | 207,507       |       |               | 1,221,593 |               |  | 2,329,902     |       |      
|Exercisable Options      |                |             | 121,815 |               |  | 171,257       |       |               | 609,829   |               |  | 625,791       |       |      
|Weighted Average         |                |             |         |               |  |               |       |               |           |               |  |               |       |      
|                         | Exercise Price |             | $       | 8.87          |  | $             | 14.33 |               | $         | 17.52         |  | $             | 21.16 |      
|                         | Average Life   |             |         | 1.17          |  |               | 4.58  |               |           | 7.11          |  |               | 7.77  |      

Segment and Geographic Information

The Company manages its business as one operating segment. The major product categories in this segment are: coaxial cable, connectors, assemblies and
accessories; terrestrial microwave systems; other antennas and support products; and power amplifiers. The company sells to a wide range of customers in these markets. In 2002, sales to Lucent
Technologies were $94.8 million or 11% of the company's total revenue. This was primarily due to the company's acquisition of Celiant Corporation in June 2002. In prior years, no single
customer made up 10% or more of the company's total revenue.

30

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Principal
financial data by major product group and geographic selling location is as follows:

|                                                            |  | Year Ended September 30
|----------------------------------------------------------- |  | -----------------------
|
|
|Sales by Product Category                                   |  |                        
|Coaxial Cable, Connectors, Cable Assemblies and Accessories |  | $                      
|Terrestrial Microwave Antenna Systems                       |  |                        
|Other Antennas and Support Products                         |  |                        
|Power Amplifiers                                            |  |                        
|                                                            |  |                        
|Total Sales                                                 |  | $                      
|                                                            |  |                        
|Sales by Geographic Area                                    |  |                        
|United StatesDomestic                                      |  | $                      
|United StatesExport                                        |  |                        
|Europe, Africa, Middle East                                 |  |                        
|China                                                       |  |                        
|Other Asia-Pacific                                          |  |                        
|Other Americas                                              |  |                        
|                                                            |  |                        
|Total Sales                                                 |  | $                      
|                                                            |  |                        
|Assets Identifiable to                                      |  |                        
|United States                                               |  | $                      
|United StatesDiscontinued Operations                       |  |                        
|Europe, Africa, Middle East                                 |  |                        
|China                                                       |  |                        
|Other Asia-Pacific                                          |  |                        
|Other Americas                                              |  |                        
|Goodwill and Other Intangible Assets                        |  |                        
|                                                            |  |                        
|Consolidated Assets                                         |  | $                      
|                                                            |  |                        

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 sales and income. Consequently, it is more meaningful to

31

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focus on annual rather than quarterly results. Quarterly results for fiscal years 2002 and 2001 have been restated for discontinued operations and are as follows:

Dollars in thousands, except per share amounts

December

March

June

September

Total2002Sales

$
199,896

$
189,326

$
203,753

$
271,826
*
$
864,801Gross profit


63,375


54,853


57,155


62,325


237,708
Income (loss) from continuing operations before income taxes


23,429


9,901


6,245


(26,505
)

13,070
Income (loss) from continuing operations


17,674


6,930


4,371


(18,483
)

10,492
Net income (loss)


15,327


3,306


1,993


(47,005
)

(26,379
)Basic and diluted income (loss) from continuing operations


0.22


0.08


0.05


(0.19
)

0.12
Basic and diluted net income (loss) per share


0.19


0.04


0.02


(0.48
)

(0.30
)Common Stock Price Range:High


23.82


24.43


18.00


14.36Low

$
17.38

$
15.79

$
13.35

$
6.502001Sales

$
235,807

$
213,619

$
227,170

$
258,680

$
935,276Gross profit


81,360


67,135


75,146


86,268


309,909Income from continuing operations before income taxes


28,200


17,049


23,333


32,810


101,392Income from continuing operations


19,177


11,593


15,867


22,311


68,948Net income


20,929


8,163


12,237


20,293


61,622Basic and diluted income from continuing operations per share


..24


..14


..19


..27


..85Basic and diluted net income per share


.26


.10


.15


.25


.76Common Stock Price Range:High


26.63


27.13


18.89


22.92Low

$
17.50

$
13.75

$
13.31

$
15.36


---

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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, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended September 30, 2002. 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, 2002 and 2001, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2002, in conformity with
accounting principles generally accepted in the United States.

GRAPHIC

Chicago,
Illinois
October 18, 2002

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Eleven-Year Financial Summary

|Dollars in thousands, except per share amounts                       |                                                                        | 2002 |           | 2001   |    | 2000      |       | 1999 |         | 1998  |   | 1997    |      
|-------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---- | --------- | ------ | -- | --------- | ----- | ---- | ------- | ----- | - | ------- | -----
|Operations                                                           |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Sales                                                                |                                                                        | $    | 864,801   |        | $  | 935,276   |       | $    | 902,898 |       | $ | 708,038 |      
|Gross profit                                                         |                                                                        |      | 237,708   |        |    | 309,909   |       |      | 322,322 |       |   | 242,051 |      
|Operating income                                                     |                                                                        |      | 9,395     |        |    | 108,602   |       |      | 140,189 |       |   | 50,867  |      
|Other (income) expense                                               |                                                                        |      | (3,675    | )      |    | 7,210     |       |      | 11,050  |       |   | (1,267  | )    
|Income from continuing operations before taxes                       |                                                                        |      | 13,070    |        |    | 101,392   |       |      | 129,139 |       |   | 52,134  |      
|Income from continuing operations                                    |                                                                        |      | 10,492    |        |    | 68,948    |       |      | 87,815  |       |   | 32,437  |      
|Discontinued Operations:                                             |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|                                                                     | Loss (income) from operations of discontinued operations, net of taxes |      |           | 10,484 |    |           | 7,326 |      |         | 8,214 |   |         | 2,010
|                                                                     | Loss on disposal of discontinued operations, net of taxes              |      |           | 26,387 |    |           |      |      |         |      |   |         |     
|Net income (loss)                                                    |                                                                        |      | (26,379   | )      |    | 61,622    |       |      | 79,601  |       |   | 30,427  |      
|Basic income from continuing operations per share                    |                                                                        |      | 0.12      |        |    | 0.85      |       |      | 1.08    |       |   | 0.39    |      
|Diluted income from continuing operations per share                  |                                                                        |      | 0.12      |        |    | 0.85      |       |      | 1.08    |       |   | 0.39    |      
|Basic net income per share                                           |                                                                        |      | (0.30     | )      |    | 0.76      |       |      | 0.98    |       |   | 0.37    |      
|Diluted net income per share                                         |                                                                        |      | (0.30     | )      |    | 0.76      |       |      | 0.98    |       |   | 0.37    |      
|                                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Financial Position                                                   |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Working capital                                                      |                                                                        |      | 240,613   |        |    | 376,082   |       |      | 350,658 |       |   | 303,853 |      
|Total assets                                                         |                                                                        |      | 1,123,666 |        |    | 857,732   |       |      | 817,197 |       |   | 666,090 |      
|Long-term debt                                                       |                                                                        |      | 13,391    |        |    | 39,905    |       |      | 65,843  |       |   | 48,760  |      
|Stockholders' equity                                                 |                                                                        |      | 845,244   |        |    | 600,650   |       |      | 542,945 |       |   | 484,010 |      
|                                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Cash Flow                                                            |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|From operations                                                      |                                                                        |      | 155,121   |        |    | 160,152   |       |      | 49,974  |       |   | 72,835  |      
|Used in investing activities                                         |                                                                        |      | (170,238  | )      |    | (79,070   | )     |      | (95,364 | )     |   | (70,074 | )    
|(Used for) from financing activities                                 |                                                                        |      | (17,891   | )      |    | (16,119   | )     |      | 55,386  |       |   | (44,655 | )    
|Cash and equivalents                                                 |                                                                        | $    | 84,871    |        | $  | 112,377   |       | $    | 44,865  |       | $ | 38,287  |      
|                                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Ratios and Other Data                                                |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Current ratio                                                        |                                                                        |      | 2.0       |        |    | 3.1       |       |      | 3.0     |       |   | 3.8     |      
|Return on Sales:                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|                                                                     | Income from continuing operations                                      |      |           | 1.2    | %  |           | 7.4   | %    |         | 9.7   | % |         | 4.6  
|                                                                     | Net income                                                             |      |           | (3.1   | )% |           | 6.6   | %    |         | 8.8   | % |         | 4.3  
|Return on average assets                                             |                                                                        |      | (2.7      | )%     |    | 7.4       | %     |      | 10.7    | %     |   | 4.5     | %    
|Return on average stockholders' equity                               |                                                                        |      | (3.6      | )%     |    | 10.8      | %     |      | 15.5    | %     |   | 6.1     | %    
|                                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      
|Stockholders' equity per share outstanding                           |                                                                        | $    | 8.61      |        | $  | 7.37      |       | $    | 6.68    |       | $ | 5.89    |      
|Foreign exchange gain (loss)                                         |                                                                        |      | (2,146    | )      |    | (3,292    | )     |      | 1,684   |       |   | (2,372  | )    
|Research and development                                             |                                                                        |      | 57,977    |        |    | 39,934    |       |      | 31,684  |       |   | 26,967  |      
|Additions to property, plant and equipment for continuing operations |                                                                        |      | 40,496    |        |    | 70,293    |       |      | 74,181  |       |   | 49,298  |      
|Net assets located outside U.S. at year end                          |                                                                        |      | 261,007   |        |    | 261,967   |       |      | 209,882 |       |   | 258,117 |      
|Orders entered                                                       |                                                                        |      | 903,171   |        |    | 1,002,979 |       |      | 926,933 |       |   | 706,830 |      
|Order backlog at year end (under 12 months)                          |                                                                        |      | 195,318   |        |    | 190,199   |       |      | 131,801 |       |   | 112,279 |      
|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                                                  |      |           | 2,115  |    |           | 1,944 |      |         | 1,822 |   |         | 1,261
|                                                                     | Total employees                                                        |      |           | 4,757  |    |           | 4,768 |      |         | 4,703 |   |         | 3,626
|Average basic shares of stock outstanding (thousands)                |                                                                        |      | 87,197    |        |    | 81,382    |       |      | 80,944  |       |   | 82,675  |      
|Average diluted shares of stock outstanding (thousands)              |                                                                        |      | 87,295    |        |    | 81,542    |       |      | 81,418  |       |   | 82,813  |      
|Registered stockholders at year end                                  |                                                                        |      | 3,665     |        |    | 3,622     |       |      | 3,688   |       |   | 4,365   |      
|                                                                     |                                                                        |      |           |        |    |           |       |      |         |       |   |         |      

34

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|Dollars in thousands, except per share amounts                       |                                                                        | 1996 |         | 1995  |   | 1994    |       | 1993 |         | 1992  |  
|-------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---- | ------- | ----- | - | ------- | ----- | ---- | ------- | ----- | -
|Operations                                                           |                                                                        |      |         |       |   |         |       |      |         |       |  
|Sales                                                                |                                                                        | $    | 702,081 |       | $ | 575,666 |       | $    | 512,115 |       | $
|Gross profit                                                         |                                                                        |      | 310,252 |       |   | 253,780 |       |      | 208,169 |       |  
|Operating income                                                     |                                                                        |      | 146,330 |       |   | 120,369 |       |      | 83,929  |       |  
|Other (income) expense                                               |                                                                        |      | 4,150   |       |   | 3,256   |       |      | 6,669   |       |  
|Income from continuing operations before taxes                       |                                                                        |      | 142,180 |       |   | 117,113 |       |      | 77,260  |       |  
|Income from continuing operations                                    |                                                                        |      | 90,995  |       |   | 74,844  |       |      | 49,353  |       |  
|Discontinued Operations:                                             |                                                                        |      |         |       |   |         |       |      |         |       |  
|                                                                     | Loss (income) from operations of discontinued operations, net of taxes |      |         | 598   |   |         | 4,889 |      |         | 3,586 |  
|                                                                     | Loss on disposal of discontinued operations, net of taxes              |      |         |      |   |         |      |      |         |      |  
|Net income (loss)                                                    |                                                                        |      | 90,397  |       |   | 69,955  |       |      | 45,767  |       |  
|Basic income from continuing operations per share                    |                                                                        |      | 1.01    |       |   | 0.84    |       |      | 0.56    |       |  
|Diluted income from continuing operations per share                  |                                                                        |      | 1.00    |       |   | 0.83    |       |      | 0.55    |       |  
|Basic net income per share                                           |                                                                        |      | 1.00    |       |   | 0.78    |       |      | 0.52    |       |  
|Diluted net income per share                                         |                                                                        |      | 0.99    |       |   | 0.78    |       |      | 0.51    |       |  
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|Financial Position                                                   |                                                                        |      |         |       |   |         |       |      |         |       |  
|Working capital                                                      |                                                                        |      | 284,602 |       |   | 227,164 |       |      | 171,705 |       |  
|Total assets                                                         |                                                                        |      | 631,229 |       |   | 505,114 |       |      | 425,326 |       |  
|Long-term debt                                                       |                                                                        |      | 40,423  |       |   | 45,255  |       |      | 46,092  |       |  
|Stockholders' equity                                                 |                                                                        |      | 456,214 |       |   | 357,191 |       |      | 276,553 |       |  
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|Cash Flow                                                            |                                                                        |      |         |       |   |         |       |      |         |       |  
|From operations                                                      |                                                                        |      | 66,796  |       |   | 55,816  |       |      | 52,343  |       |  
|Used in investing activities                                         |                                                                        |      | (78,683 | )     |   | (55,367 | )     |      | (38,692 | )     |  
|(Used for) from financing activities                                 |                                                                        |      | (1,972  | )     |   | 4,570   |       |      | 4,259   |       |  
|Cash and equivalents                                                 |                                                                        | $    | 31,295  |       | $ | 46,064  |       | $    | 40,714  |       | $
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|Ratios and Other Data                                                |                                                                        |      |         |       |   |         |       |      |         |       |  
|Current ratio                                                        |                                                                        |      | 3.4     |       |   | 3.4     |       |      | 2.8     |       |  
|Return on Sales:                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|                                                                     | Income from continuing operations                                      |      |         | 13.0  | % |         | 13.0  | %    |         | 9.6   | %
|                                                                     | Net income                                                             |      |         | 12.9  | % |         | 12.2  | %    |         | 8.9   | %
|Return on average assets                                             |                                                                        |      | 15.9    | %     |   | 15.0    | %     |      | 11.9    | %     |  
|Return on average stockholders' equity                               |                                                                        |      | 22.2    | %     |   | 22.1    | %     |      | 18.4    | %     |  
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|Stockholders' equity per share outstanding                           |                                                                        | $    | 5.03    |       | $ | 3.97    |       | $    | 3.12    |       | $
|Foreign exchange gain (loss)                                         |                                                                        |      | 972     |       |   | (1,612  | )     |      | (1,922  | )     |  
|Research and development                                             |                                                                        |      | 28,026  |       |   | 19,688  |       |      | 18,762  |       |  
|Additions to property, plant and equipment for continuing operations |                                                                        |      | 50,431  |       |   | 45,614  |       |      | 27,095  |       |  
|Net assets located outside U.S. at year end                          |                                                                        |      | 220,600 |       |   | 160,700 |       |      | 130,900 |       |  
|Orders entered                                                       |                                                                        |      | 725,201 |       |   | 635,127 |       |      | 510,076 |       |  
|Order backlog at year end (under 12 months)                          |                                                                        |      | 138,616 |       |   | 117,163 |       |      | 82,491  |       |  
|Order backlog at year end (over 12 months)                           |                                                                        | $    | 14,756  |       | $ | 18,529  |       | $    | 595     |       | $
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  
|Number of full-time equivalent employees at year end:                |                                                                        |      |         |       |   |         |       |      |         |       |  
|                                                                     | Outside United States                                                  |      |         | 1,162 |   |         | 763   |      |         | 661   |  
|                                                                     | Total employees                                                        |      |         | 4,028 |   |         | 3,409 |      |         | 3,096 |  
|Average basic shares of stock outstanding (thousands)                |                                                                        |      | 90,263  |       |   | 89,177  |       |      | 87,845  |       |  
|Average diluted shares of stock outstanding (thousands)              |                                                                        |      | 91,033  |       |   | 89,964  |       |      | 89,204  |       |  
|Registered stockholders at year end                                  |                                                                        |      | 3,242   |       |   | 2,340   |       |      | 1,482   |       |  
|                                                                     |                                                                        |      |         |       |   |         |       |      |         |       |  

All data presented has been updated for the disposal of discontinued operations in 1997 and 2002.

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