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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                    |                                                                                         
|--------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934    
|For the fiscal year ended September 30, 2002.
|OR                                           
|o                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|Commission file number 001-14617             

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ANDREW CORPORATION(Exact name of Registrant as specified in its charter)

|DELAWARE                                                       |  | 36-2092797                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer identification No.)

10500 W. 153rd Street, Orland Park, Illinois 60462(Address of principal executive offices and zip code)

(708) 349-3300(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each ClassCommon Stock, $.01 par value
Common Stock Purchase Rights

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the
Act) Yes ý    No o

The
aggregate market value of voting stock held by non-affiliates of the Registrant as of December 13, 2002 was $999,907,332. The number of outstanding shares of the
Registrant's common stock as of that date was 98,319,305.

Documents incorporated by Reference:

Portions
of the Registrant's Annual Report to Stockholders for the year ended September 30, 2002 are incorporated by reference into Parts I and II.

Portions
of the Proxy Statement for the annual stockholders' meeting to be held February 11, 2003 are incorporated by reference into Part III.

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PART I

Item 1.    Business

General Business

Andrew Corporation ("Andrew" or the "company") was incorporated in 1987 under the laws of the State of Delaware as successor to an Illinois corporation organized
in 1947. Originally founded as a partnership in 1937, its executive offices are located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of downtown
Chicago. Unless otherwise indicated by the context, all references herein to Andrew or the company include Andrew Corporation and its subsidiaries.

Andrew
is a global supplier of communications products and systems to worldwide commercial, industrial, and governmental customers. Andrew's products are based on the company's core
competency, the radio frequency (RF) path. Andrew has unique technical skills and marketing strengths in developing products for RF systems. Andrew manages its business as one reportable business
segment built around this core competency. Within this one segment the company views its sales as being to three primary markets: wireless infrastructure, fixed-line telecommunications,
and broadcast and government. The wireless infrastructure market is based on infrastructure for wireless communication providers. The company's products support traditional TDMA, GSM and CDMA wireless
networks as well as emerging third generation (3G) technologies. The fixed-line telecommunications network market is based on infrastructure telecommunication network operators and
competitive service providers for voice, data, video and Internet service. The broadcast and government market is based on infrastructure systems for radio and television broadcasting, including
digital TV and satellite delivered broadcast services, air traffic control and weather surveillance radar, and various other specialized applications for government and commercial use.

Andrew's
principal products include coaxial cables, connectors, cable assemblies and accessories, power amplifiers, microwave antennas and products for
point-to-point communication systems, television broadcasting antennas, special purpose antennas for commercial and government use, antennas and earth stations for satellite
communication systems, cellular antenna products, Global Positioning System (GPS) antennas and products, radar system components and related ancillary items and services. These products are frequently
sold as integrated subsystems and systems rather than as separate components.

In
fiscal year 2002, Andrew made the largest acquisition in its history, acquiring Celiant Corporation, a leading power amplifier manufacturer. This acquisition made Andrew one of the
largest suppliers of power amplifiers for wireless communications. Celiant's engineering capabilities and intellectual property complement Andrew's existing business giving Andrew a broad offering of
power amplifier products supporting TDMA, GSM and CDMA as well as emerging 3G technologies. This acquisition allows Andrew to provide global wireless service providers and original equipment
manufacturers (OEMs) with a unique one-stop shopping partner that offers a complete RF subsystems solution. The technical expertise of Celiant, as well as patents and licenses that were
acquired, provides Andrew with a unique position to further enhance its technological leadership position in the wireless infrastructure market.

While
the company is optimistic about the long-term growth potential of its primary markets, global telecommunications spending on infrastructure has been weak over the last
two years. In response to this decline, Andrew took steps to reduce expenses and improve financial performance. In September 2002, the company announced plans to restructure its manufacturing
operations and exit several non-strategic businesses. Andrew will discontinue the equipment shelter, wireless accessory, and satellite modem businesses. The company's satellite modem
business was shut down in September 2002. The equipment shelter business was sold in October 2002, and the wireless accessory business is

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planned to be sold in fiscal year 2003. The company will also restructure its manufacturing operations, close several manufacturing and engineering facilities, and consolidate into fewer, more
efficient facilities. The company expects these actions will reduce its workforce by an estimated 800 employees. Andrew anticipates that these actions will reduce annual expenses by as much as
$40 million dollars 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.

Andrew
has a significant international manufacturing and distribution presence. Sales by non-U.S. operations and export sales from U.S. facilities accounted for approximately
50% of Andrew's sales in 2002 and 57% in both 2001 and 2000. Developing countries represent some of the greatest growth opportunities for wireless communication. Wireless is currently the most cost
efficient way to provide communications infrastructure to much of the developing world. Over the last five years, Andrew has significantly increased its international manufacturing and distribution
capabilities in Asia, Latin America and Africa. In 1998, the company built a new manufacturing facility in China, which has significantly boosted sales in the Asia-Pacific market. Also in
1998, the company established a manufacturing facility in India. The company has increased its manufacturing and distribution presence in the Latin America through the 1995 acquisition of a Brazilian
company and by establishing a Brazilian cable manufacturing facility. In 1999, Andrew acquired the remaining interest of a South African company, Satcom Systems, Pty. Ltd, a distributor that
Andrew has owned an interest in since 1996.

Andrew
has focused on growth through internal research and development efforts and acquisitions of technology. In addition to the Celiant acquisition, Andrew consummated three smaller
acquisitions in 2002 that brought the company new technology and additional markets for its products. Andrew acquired Quasar Microwave Technology Ltd., a British microwave component
manufacturer. The addition of Quasar's microwave and millimeter wave components complements Andrew's existing microwave products. Andrew acquired selected assets and intellectual property from
Wireless Systems International Ltd. (WSIL), a British manufacturer of power amplifiers. Also in 2002, Andrew acquired selected assets of German antenna manufacturer, Antenna Bad Blankenburg, a
designer and manufacturer of telematics equipment for the German automobile industry.

During
fiscal year 2001, Andrew made two acquisitions to expand its product offerings. The company acquired selected assets and intellectual property of Deltec Telesystems
International Ltd., a leading supplier of remotely adjustable downtilt base station antennas. Also in 2001, the company acquired Micro Pulse, a California based manufacturer of wireless and GPS
antennas.

In
the first quarter of 2002, Andrew sold its interest in a group of Russian telecommunications companies for $50.3 million. These investments were sold to a subsidiary of Group
Menatep, a Russian financial holding company. The sale of these assets allows Andrew to focus its resources on its core businesses.

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Principal Products

The following table sets forth sales and percentages of total net sales represented by Andrew's principal products during the last three fiscal years:

|                                                      |  | Year Ended September 30 |        
|----------------------------------------------------- |  | ----------------------- | -------
|
|
|Coaxial Cable, Connectors, Assemblies and Accessories |  | $                       | 499,018
|Other Antennas and Support Products                   |  |                         | 142,143
|Terrestrial Microwave Antenna Systems                 |  |                         | 127,577
|Power Amplifiers                                      |  |                         | 96,063 
|                                                      |  |                         |        
|                                                      |  | $                       | 864,801

Coaxial Cable, Connectors, Assemblies and Accessories

Coaxial cable is a two-conductor, radio frequency transmission line with the smaller of the two conductors centrally located inside the larger,
tubular conductor. It is principally used to carry radio frequency signals at frequencies up to 2 GHz. Andrew sells its semi-flexible and elliptical waveguide
cable products under the trademarks HELIAX® and RADIAX®. The company has recently started manufacturing coaxial cable for the cable television market.

In
addition to bulk cable, the company provides cable connectors, accessories and assemblies also marketed under the HELIAX® brand name. Coaxial cable connectors attach to
cable and facilitate transmission line attachment to antenna and radio equipment. Andrew provides three families of connectors, the standard HELIAX® connectors, OnePiece
connectors, and RingFlare connectors. Cable accessories protect and facilitate installation of coaxial cable onto cell towers and into equipment buildings. Accessories include lightning
surge protectors, hangers, adaptors and grounding kits, including Arrestor Plus®, ArrestorPortII, KwikClamp, SureGround, and SureGround
Plus product lines. Together, connectors and cables combine to form SureFlex coaxial cable assemblies.

Other Antennas and Support Products

These products include special application antennas, support products and various electronic equipment. The company manufactures and sells several types and
configurations of special application antennas. These antennas are principally used for applications such as cellular and personal communication systems, television broadcasting, satellite
communications, and navigation.

Broadcast
companies use Andrew's broadcast antenna systems for broadcasting and transmitting DTV, UHF and VHF television programs. Andrew also provides a complete range of transmission
line products such as filters, combiners, and RF components. Broadcast products are primarily marketed under the name brands of GUIDELine®, GUIDELINER®, STACKER,
and TRASAR® antennas.

Earth
station antenna (ESA) systems manufactured by Andrew are used at earth terminals to receive and transmit signals to and from communication satellites in equatorial orbit. The
products are used for the long distance transmission of conventional telecommunications traffic, to support broadband data infrastructure and for satellite delivered television broadcasting. System
elements include an antenna, from 1 to 32 feet in diameter, electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and
receivers. The company's ESA products are marketed under the brand names of Newsflash, VALULink®, and ValuStar.

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The
company designs and manufactures patented base station antennas for the wireless infrastructure market, including PCS, paging, cellular, and 3G applications. The company markets its
base station antennas under the trademarks PerforMax and Teletilt.

The
company designs and installs proprietary distributed communication systems (DCS). These systems permit communications in buildings and tunnels where the potential for RF blockage due
to obstructions is high and where multiple services such as cellular, PCS, paging, and safety/emergency communications are required. Andrew offers a suite of antenna solutions for
in-building wireless services, including small cables that meet stringent fire safety codes and are flexible enough to bend around corners and over walls, in-building antennas
designed to enhance and extend wireless coverage for mobile phones and other distributed communications systems, fiber optic distributed antenna systems, supporting repeaters and amplifiers, and a
complete line of installation accessories for all in-building wireless applications. DCS products are marketed under the trademarks Cell-Max and
InCell.

Andrew
is an industry leader in the design, manufacture and distribution of high quality, high performance wireless antennas for Cellular, PCS, Specialized Mobile Radio (SMR) and Global
Positioning System (GPS) applications. Andrew supplies multiband wireless antennas and GPS products to automotive manufacturers and their suppliers. Telematics products are used in vehicle
communications and wireless services, such as GM's OnStar, Ford's VCS and JaguarNet.

Also
included in this product group are a wide range of antennas and antenna / pedestal systems for applications such as air traffic control radar antenna systems, weather radar systems,
low and medium earth orbit satellite ground tracking systems, and HF communication systems. Included in this category is Andrew's line of GRANGER® HF antennas.

Terrestrial Microwave Antenna Systems

Terrestrial Microwave Antenna Systems consist of one or more microwave or millimeter wave antennas, waveguides or coaxial cables connecting antennas to
transmitters or receivers, various ancillary items and field installation services.

Andrew
manufactures a full line of terrestrial microwave (TMW) antennas for applications such as fixed-line telecommunications networks, broadband wireless, wireless
infrastructure, television broadcasting and other applications. Land-based microwave radio networks are commonly used by telecommunications companies for telephone, Internet, video and
data transmission. They also are used for more specialized purposes by cellular operators to link cellsites with switching centers and by private companies, such as pipelines, electric utilities and
railroads, for their internal communications needs. Andrew's TMW antennas are marketed under the trademarks GRIDPAK® and ValuLine®.

Andrew
includes its waveguide products in the terrestrial microwave antenna systems category. Waveguides are hollow transmission lines used to connect antennas and radios. Andrew
manufactures circular, rectangular and elliptical waveguides for various uses such as TV broadcasting and microwave transmission. Elliptical waveguide is the most commonly used waveguide, and it is
used as a main feeder line for microwave transmissions between 1.7 and 40 GHz. Most of Andrew's waveguides are sold as part of antenna systems.

Pressurization
equipment, also a part of the microwave product group, provides a constant supply of dry air to the transmission lines, providing high signal quality and reduced risk of
component damage due to moisture. Pressurization products are marketed under the trademark DryLine®. Other passive microwave system components offered by Andrew include filters and
diplexers.

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Power Amplifiers

Andrew designs and manufactures a wide range of radio frequency (RF) high power single and multi-carrier power amplifiers for cellular, PCS and 3G systems. RF
power amplifiers are required by wireless communication systems to boost the radio signal power for transmission across long distances. Andrew's RF power amplifier products range in power from 10 to
100 watts of output power and in frequency from 806 MHZ to 2100 MHZ. Andrew's RF power amplifier products are custom designed for major OEMs.

Principal Markets

Andrew's products are sold principally to three key markets: wireless infrastructure, fixed-line telecommunications, and broadcast and government. The
wireless infrastructure market is based on products used for cellular, PCS, specialized mobile radio, wireless local loop and in-building communication applications. These products address
most of the primary analog and digital systems, such as GSM, TDMA, CDMA, and 3G technologies. It also includes products such as wireless antennas and GPS components sold to automotive manufacturers
and suppliers. The fixed-line telecommunications network market is based on infrastructure for telecommunication network operators and competitive service providers for voice, data, video
or Internet service and for private operators such as utilities and railroads for internal communication needs. Fixed broadband wireless networks use point-to-point or
point-to-multipoint systems to provide high-speed data and Internet access. The broadcast and government market is based on infrastructure systems for radio and
television broadcasting, including digital TV, multi-channel video and satellite-delivered broadcast services, air traffic control, weather surveillance radar, and high frequency systems for
government and commercial applications.

International Activities

Andrew's international operations represent a substantial portion of its overall operating results and asset base. Manufacturing facilities are located in Canada,
Scotland, Brazil, China and India. Andrew's plants in the United States also ship manufactured goods to export markets.

During
fiscal 2002, sales of products exported from the United States or manufactured abroad were $436,252,000 or 50% of total sales compared with $529,691,000 or 57% of total sales in
fiscal 2001 and $518,065,000 or 57% of total sales in fiscal 2000. Exports from the United States amounted to $38,255,000 in fiscal 2002, $40,499,000 in fiscal 2001 and $68,494,000 in fiscal 2000.
Andrew's export sales have decreased significantly over the last several years due to the expansion of the company's international manufacturing capabilities, primarily in China. Products that were
previously manufactured in the U.S. and exported are now manufactured closer to the customer.

Sales
and income on a country-by-country basis can vary considerably year to year. Further information on Andrew's international operations is contained in the
note "Segment and Geographic Information" to the Consolidated Financial Statements included on page 39 of the 2002 Annual Report to Stockholders, incorporated herein by reference.

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

Marketing and Distribution

Sales engineering functions, including product application assistance, are performed by a staff of highly trained applications engineers located at each
manufacturing facility. In addition, field sales

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engineers are located at or near Baltimore, Buffalo, Columbus, Detroit, Los Angeles, Miami, New York City, Phoenix, Pittsburgh, Richmond, San Francisco, Seattle, Bangkok (Thailand), Beijing, Chengdu,
Guangzhou and Shanghai (China), Helsinki and Oulu (Finland), Essen and Munich (Germany), Mexico City (Mexico), Hong Kong, Jakarta (Indonesia), Johannesburg (South Africa), Kuala Lumpur (Malaysia),
London (England), Madrid (Spain), Manila (Philippines), Milan (Italy), Moscow (Russia), New Delhi (India), Paris (France), Riyadh (Saudi Arabia), Singapore, Stockholm (Sweden), Tokyo (Japan), and
Zurich (Switzerland). As of the end of fiscal year 2002, sales locations were also located in Scottsdale and Wellington, New Zealand but will be closed during fiscal year 2003 as part of the company's
restructuring activities. Unlike most of its competitors, Andrew uses its own sales and sales engineering staffs to service its principal markets, but follows the traditional practice of using
commissioned sales agents in countries with emerging sales markets.

Andrew's
sales are mostly to the wireless infrastructure market, which accounted for 81% of the company's total sales in 2002. Sales to the wireless infrastructure market are
predominantly to OEMs and large wireless service providers. Andrew has tailored its business strategy to serve the needs of these customers. The company's marketing and distribution operations
are set up to meet the needs of these customers. Andrew's international manufacturing, distribution and sales organizations allow
Andrew to meet the global demands of these customers. The company's extensive product offering provides these customers with one-stop shopping for integrated wireless systems including
antennas, transmission cables, power amplifiers and related products.

Major Customers

Andrew serves a highly diversified customer base. The company's largest customers are OEMs and wireless service providers. In fiscal 2002, aggregate sales
to the ten largest customers accounted for 48% of total consolidated sales compared to 44% in 2001 and 44% in 2000. In 2002, sales to Lucent Technologies were $94.8 million or 11% of the
company's total revenue. This was primarily attributed 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.

Manufacturing Locations

Andrew generally develops, designs, fabricates, manufactures and assembles the products it sells. Manufacturing facilities are located worldwide, sharing a
company wide commitment to quality and continuous improvement. Specifically, Andrew has gone to great lengths to ensure that all of its manufacturing processes and systems are based on the quality
model developed by the International Organization for Standardization (ISO), and that identical management guidelines at all Andrew locations produce interchangeable products of the highest quality.
Quality assurance teams oversee design, international standards adherence, and verification and control of processes. As a result, all products manufactured at any Andrew facility worldwide meet the
exact same criteria. To date, more than 30 Andrew locations have received ISO 9000 certification, the most widely recognized standard for quality management.

North America:Orland Park, Illinois is Andrew's principal manufacturing facility in the U.S. and is also its headquarters. The Orland Park
facility manufactures HELIAX® coaxial cable, connectors, accessories, cable assemblies, microwave transmission lines, broadcast transmission lines, base station antennas, broadcast
antennas, and RADIAX® radiating cables. Other North American facilities include Gray, Maine (filters and combiners) and Whitby, Ontario (cable assemblies and government antennas). The
company's power amplifier manufacturing operations are subcontracted to third party contract manufacturers.

The
company's current restructuring and plans to discontinue several businesses will impact the company's U.S. manufacturing operations. Eight U.S. manufacturing locations will be closed. The

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operations of four of these facilities will be moved to existing locations or replaced by a new manufacturing facility in Mexico. The company's restructuring plans will close the following locations:
Burlington, Iowa (broadband high-speed Internet access and MMDS products), Denton, Texas (earth
station and terrestrial microwave antennas), Richardson, Texas (pressurization equipment and amplifiers), and Tinley Park, Illinois (broadcast products). The company's decision to discontinue its
wireless accessory, equipment shelter and satellite modem businesses will result in the sale or closing of four additional facilities. In October 2002, the company sold its equipment shelter
business, which included manufacturing facilities in Newnan, Georgia and Burlington, Kansas. In 2003, the company plans to sell its wireless accessory business, which has a manufacturing facility in
Addison, Illinois. Discontinuing the company's satellite modem business resulted in closing the engineering and manufacturing facility in Sunnyvale, California.

Asia- Pacific:The Suzhou, China manufacturing facility is positioned to manufacture and deliver Andrew products to customers
in Asia. The facility began value-added manufacturing in December 1997, and added HELIAX® cable manufacturing in August 1998. The facility also manufactures connectors,
accessories, cable assemblies, and base station antennas. In 1998, the company established a manufacturing facility in Goa, India. The Goa plant manufactures coaxial cable and microwave antennas.

Europe:The Lochgelly, Scotland manufacturing facility provides Andrew products for the European market. This facility manufactures
HELIAX® coaxial cable, elliptical waveguide, connectors, accessories, and terrestrial microwave antennas. The Lochgelly facility subcontracts some of its manufacturing to a third party
contract manufacturer located in Estonia.

The
company has several other smaller European manufacturing locations that the company plans to close as part of its current restructuring efforts. These include Bad Blankenburg, Germany (GPS
antennas), Krasnoyarsk, Russia (microwave and earth station antennas), and Newton Abbott, England (microwave antennas). The manufacturing operations at these facilities will be relocated to existing
facilities or moved to a new manufacturing location that the company plans to open in Central Europe.

South America:Andrew's Sorocaba, Brazil facility provides Andrew products for the Latin American market. This facility manufactures
coaxial cable, connectors, accessories, cable assemblies, elliptical waveguide, base station antennas, and terrestrial microwave products.

Raw Materials and Components

The company's products are manufactured from both standard components and parts that are built to the company's specifications by other manufacturers. The
company's most significant raw materials are copper, aluminum and plastics. Andrew uses copper to manufacture coaxial cable and, as a result, the company is exposed to fluctuations in the price of
copper. In order to reduce this exposure, the company has negotiated copper purchasing contracts with various suppliers into fiscal year 2003. In general, the company has contracts that lock copper
pricing through July of 2003. The company uses aluminum in the fabrication of many of its products, such as terrestrial microwave antennas, earth station antennas, and other specialty antennas. In
order to reduce exposure to aluminum price fluctuations, Andrew has entered into aluminum purchase contracts that lock aluminum pricing for half
of the anticipated fiscal year 2003 purchases. Andrew considers its sources of supply for all raw materials to be adequate and is not dependent upon any single supplier for a significant portion of
materials used in its products.

Some
of the company's products include specialized components manufactured by suppliers. Andrew is dependent upon a sole supplier for certain key components for its power amplifier
operations. If this source is not able to provide these components in sufficient quantity and quality on a timely and cost-efficient basis, it could materially impact the company's results
of operations until

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another qualified supplier is found. The company believes that its supply contracts and this supplier's contingency plans mitigate some of this risk.

Research and Development

Andrew believes that the successful marketing of its products depends upon its research, engineering and production skills. Research and development activities
are undertaken for new product development and for product and manufacturing process improvement. In fiscal 2002, 2001 and 2000, Andrew spent $57,977,000, $39,934,000, and $31,684,000, respectively,
on research and development activities. A substantial amount of these activities were focused on power amplifier and base station antennas.

Intellectual Property and Intangible Assets

As of September 30, 2002 the company had $47,344,000 of intangible assets, net of accumulated amortization, made up of patents, technology, supply
agreements and various other intangible assets that the company has acquired through acquisitions. A significant portion of these intangible assets relate to patents, patent applications and related
technology acquired from Celiant. Andrew's internally developed intangible assets, such as patents, are not recorded on the balance sheet. Andrew holds approximately 393 active patents, expiring at
various times between 2003 and 2021. Andrew attempts to obtain patent protection for significant developments whenever possible. Andrew believes that, while patents and other intangible assets in
aggregate are valuable to the company's business, the company is not materially dependent on any one individual patent or intangible asset.

Competition

Many large manufacturers of electrical or radio equipment, some of which have substantially greater financial resources than Andrew, compete with a portion of
Andrew's antenna systems equipment, power amplifier and coaxial cable product lines. In addition, there are a number of small independent
companies that compete with portions of these product lines. Andrew traditionally has focused on specific specialized fields within the marketplace that require sophisticated technology and support
services. Andrew competes principally on the basis of product quality, service and continual technological enhancement of its products.

There
are numerous manufacturers of specialized antenna systems and radar systems components. There is substantial competition within this market and Andrew is not a major competitor.
The company competes primarily on the basis of its ability to provide state-of-the-art solutions in these technologically demanding markets.

Andrew
competes with a variety of competitors in its various markets. In the wireless infrastructure market Andrew's primary competitors are Allen Telecom, Eupen, Kathrein, Mitsubishi,
NK Communications, Powerwave, Remec and RFS. In the fixed-line telecommunications network market the company's primary competitors are Gabriel, PML, Radiowaves, RFS, TriPoint Global and
Viasat. In the broadcast and government market the company's primary competitors are Dielectric, Jampro, RFS, TCI and TriPoint Global.

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Backlog and Seasonality

The following table sets forth the company's backlog of orders believed to be firm and due to ship within the next year and beyond:

Orders to be shipped as of September 302002

2001Dollars in thousandsWithin 12 months

$
195,318

$
190,199After 12 months





1,798$
195,318

$
191,997


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

Environment

Andrew is committed to demonstrating the highest standard of global environmental management and achieving environmental best practices. Six locations have been
awarded certifications for ISO 14001, an international standard for environmental management systems. The company is committed to the continual improvement of its environmental management system and
practices, including resource conservation and pollution prevention. Andrew engages in a variety of activities to comply with various federal, state and local laws and regulations involving the
protection of the environment. Compliance with such laws and regulations does not currently have a significant effect on the company's capital expenditures, earnings, or competitive position. In
addition, the company has no knowledge of any environmental condition that might individually or in the aggregate have a material adverse effect on its financial condition.

Employees

At September 30, 2002, Andrew had 4,757 employees, 2,642 of whom were located in the United States. Of these 4,757 employees, 634 employees were temporary
workers, 330 of whom were located in the United States. None of Andrew's employees are subject to collective bargaining agreements. As a matter of policy, Andrew seeks to maintain good relations with
employees at all locations.

Regulation

Andrew is not directly regulated by any governmental agency in the United States. Most of its customers and the telecommunications industry generally, are subject
to regulation by the Federal Communications Commission (FCC). The FCC controls the granting of operating licenses, allocation of transmission frequencies and the performance characteristics of earth
station antennas. As a result of these controls, products such as power amplifiers and antenna design specifications must be conformed on an ongoing basis to meet FCC requirements. This regulation has
not adversely affected Andrew's operations.

Outside
of the United States, where many of Andrew's customers are government owned and operated entities, changes in government economic policy and communications regulation have
affected in the past, and may be expected to affect in the future, the volume of Andrew's non-U.S. business. However,
the effect of regulation in countries other than the U.S. in which Andrew does business generally has not been detrimental to Andrew's non-U.S. operations taken as a whole.

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Government Contracts

Andrew performs work for the United States Government primarily under fixed-price prime contracts and subcontracts. Under fixed-price contracts, Andrew realizes
any benefit or detriment occasioned by lower or higher costs of performance. Total direct and indirect sales to agencies of the United States Government were $15,382,000 in 2002, $9,801,000 in 2001,
and $7,562,000 in 2000. These contracts are typically less than 12 months in duration.

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Item 2.    Properties

Andrew has sixteen manufacturing facilities, forty engineering and sales office locations and fourteen distribution facilities. All are equipped with appropriate
office space. Of these facilities, eight manufacturing facilities, two sales offices, and an engineering office will be closed in fiscal year 2003 due to the discontinuation of certain businesses and
restructuring activities. Activities at these facilities will be moved to existing facilities or replaced by new facilities the company plans to open in Mexico and in Central Europe. Andrew's
executive offices are located at the facility in Orland Park, Illinois. The following table sets forth certain information regarding significant facilities:

Location

Approximate
floor area in
square feet

Owned/LeasedOrland Park, Illinois

590,000

OwnedAddison, Illinois*

201,000

LeasedDenton, Texas*

241,000

OwnedRichardson, Texas*

100,000

OwnedWarren, New Jersey

93,000

LeasedBurlington, Iowa*

70,000

OwnedU.S. sub-total

1,295,000Suzhou, China

268,000

OwnedLochgelly, Fife, United Kingdom

190,000

Owned/LeasedSorocaba, Sao Paulo, Brazil

158,000

OwnedCampbellfield, Victoria, Australia

115,000

OwnedWhitby, Ontario, Canada

101,000

OwnedGoa, India

53,000

LeasedNon-U.S. sub-total

885,000TOTAL

2,180,000


Locations
marked with an asterisk (*) will be closed or sold in fiscal year 2003 due to the discontinuance of certain businesses and due to the company's restructuring plans. All
properties are in good condition and are suitable for the purposes for which they are used.

Andrew
owns 586 acres of land. Of this total, 344 acres are unimproved, including 110 acres in Orland Park, Illinois, 112 acres in Denton, Texas, 98 acres in Ashburn, Ontario, Canada, 12
acres in Melbourne, Australia, 10 acres in Suzhou, China, and 2 acres in Richardson, Texas. Andrew also leases sales offices and facilities in the United States and in 23 countries outside the United
States. Andrew anticipates selling the land in Denton and Richardson Texas as part of its current restructuring activities.

Item 3.    Legal Proceedings

Andrew is not involved in any pending legal proceedings that are expected to have a materially adverse effect on its financial position, nor is it aware of any
proceedings of this nature or relating to the protection of the environment contemplated by governmental authorities.

Item 4.    Submission of Matters to a Vote of Security Holders

There were no matters that required a vote of security holders during the three months ended September 30, 2002.

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Additional ItemCorporate Officers of the Registrant

Floyd L. English, 68, chairman and chief executive officer. Dr. English was reappointed president and chief
executive officer of Andrew Corporation on July 18, 2001. He has been chairman of Andrew since 1994, having served as president and chief executive officer from 1983 to 2000. Dr. English
joined Andrew in 1980 as vice president, corporate development and became vice president, U.S. operations in February 1981 and president in 1982. Dr. English is a member of the boards of
the Executives Club of Chicago and the Illinois Math and Science Academy.

Thomas E. Charlton, 66, vice president, business development. He joined the company in 1965 as director of advanced development and became
a vice president in 1986. He holds a BSEE from the University of Notre Dame and earned M.S. and Ph.D. degrees in electrical engineering from Ohio State University.

Paul R. Cox, 43, group president, communication products. He joined Andrew in September 2000 as vice president, satellite
products/systems and government antennas. Prior to joining Andrew, he was vice president and general manager of the Space & Technology Group/Atlanta at EMS Technologies, Inc. He holds a
BSEE from Auburn University in Alabama and a M.S. in the same discipline from Southern Methodist University.

John E. DeSana, 53, group president, RF subsystems. He joined the company in March 1991 as operations manager, HELIAX®
cable products and became vice president, HELIAX® cable and accessories in November 1996. Prior to joining Andrew Corporation, he was employed by Litton Industries and Belden Wire
and Cable. He graduated from Xavier University with a B.A. in economics.

John R.D. Dickson,47, vice president, corporate marketing and management information systems since 1996. He joined Andrew in 1975 and has
held numerous management positions in engineering, business development, marketing and business unit management. He holds an H.N.D. in Physics from Napier University, Edinburgh, Scotland.

Ralph E. Faison,44, president and chief operating officer. He joined Andrew Corporation in June 2002. He was formerly president
and chief executive officer of Celiant Corporation since June 2001. Prior to joining Celiant, he was vice president New Ventures Group at Lucent Technologies from 1997. Previously, he was VP of
advertising and brand management. Prior to Lucent, he held various positions at AT&T, including VP and general manager of AT&T's wireless business unit and manufacturing VP for its consumer products
unit in Bangkok, Thailand. He holds a bachelor's degree in marketing from Georgia State University and a master of science, management, Sloan Fellowship from Stanford University. He is a member of the
board of directors for WatchMark Corporation. In addition, he is a member of, and an advisory board member for, New Venture Partners LLC, the general partner of New Venture Partners II LP. New Venture
Partners II LP was an investor in Celiant Corporation and owned 8.5% of Andrew's outstanding stock on September 30, 2002 as a result of the acquisition of Celiant by Andrew.

M. Jeffrey Gittelman,54, vice president and treasurer. Prior to joining Andrew in 1992, he was vice president and treasurer of
Holnam, Inc. and assistant treasurer of Storage Technology Corporation. He holds a Bachelor's degree in finance from Hofstra University and an MBA from Adelphi University.

Robert J. Hudzik, 53, vice president, corporate development, joined Andrew Corporation in July 1996. He was formerly director,
marketing and sales, network services for PTT Telecom of the Netherlands from January 1994 until July 1996. He was vice president, marketing for Ameritech Services from 1990 to 1994. He
holds a BSEE from the University of Illinois at Urbana and an MBA from the University of Chicago.

13

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Marty R. Kittrell, 45, vice president, strategic planning, joined Andrew in June 2002. He was formerly vice president and chief
financial officer of Celiant Corporation. Between 1997 and 2000, he held various executive positions at BlueStar Battery Systems International, Worldtex, Inc. and Enfinity Corporation. Prior to
that, he was vice president and chief financial officer from 1989 to 1997 at Exide Electronics Group, Inc. He holds a bachelor degree in accounting from Lipscomb University.

Fred H. Lietz, 47, vice president, procurement. Fred joined Andrew in December 2000 from the consumer goods industry where he was
employed by Philips in Europe and later by Whirlpool Corporation in the U.S. He holds a degree in business administration from IHK, Stuttgart, Germany.

Gregory F. Maruszak, 54, vice president, finance and administration and chief accounting officer. He joined Andrew Corporation in 1982 as
financial reporting manager. He was named corporate controller in 1983 and vice president and corporate controller in 1991. In 1998, he was named vice president, finance. He was senior manager of
Ernst & Young from 1970 until 1982. He received a B.A. from Lewis
University and is a Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society.

Charles R. Nicholas, 56, vice chairman and chief financial officer. He was reappointed chief financial officer of Andrew Corporation on
July 18, 2001. He has been vice chairman of Andrew Corporation since September 2000. He joined Andrew in 1980 as treasurer, was named vice president, finance in 1982, chief financial
officer in 1986 and executive vice president, administration and finance and chief financial officer in 1995. He was formerly a senior executive in the public accounting firm of Ernst & Young.
He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois CPA Society.

Mark A. Olson, 44, vice president and corporate controller. He joined Andrew in 1993 as a group controller. He was named corporate
controller in 1998 and vice president and corporate controller in 2000. Prior to joining the company he was employed by Nortel and Johnson & Johnson. He received a B.A. from Lewis University in
accounting and Spanish, and has an MBA in finance from DePaul University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Illinois
CPA Society.

James F. Petelle,51, vice president, law and secretary, joined Andrew as secretary and general attorney in 1990. He was elected vice
president in February 2000. Before joining Andrew, he was senior attorney with A. B. Dick Company. He holds a B.A. from the University of Notre Dame and a J.D. from the University of Michigan.

John B. Scott, 61, group president, RF power amplifiers. He founded and was president of Scott Communications until it was acquired by
Andrew in 1987. He holds a BSEE from the University of Miami and an M.S. in the same discipline from the University of Florida.

PART II

Item 5Market for the Registrant's Common Stock and Related Stockholder Matters

Andrew's common stock is traded on the National NASDAQ Market and the Chicago Stock Exchange.

Andrew
had 3,727 holders of common stock of record at December 13, 2002.

Information
concerning the company's stock price during the years ended September 30, 2002 and 2001 is incorporated herein by reference from Andrew's 2002 Annual Report to
Stockholders, page 40. All prices represent high and low daily closing prices as reported by NASDAQ.

14

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It
is the present practice of Andrew's Board of Directors to retain earnings in the business to finance the company's operations and investments, and the company does not anticipate
payment of cash dividends in the foreseeable future.

Long-term
debt agreements include restrictive covenants that, among other things, restrict dividend payments. At September 30, 2002, $610,431,000 of retained earnings
was not restricted from use for such payments.

Item 6Selected Financial Data

Selected financial data for the last eleven fiscal years is incorporated herein by reference to the 2002 Annual Report to Stockholders, pages 42 and 43.

Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations

Information concerning this item is incorporated herein by reference from the 2002 Annual Report to Stockholders, pages 15 through 22.

Item 7aQuantitative and Qualitative Disclosures about Market Risks

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

Interest
Rate RiskAndrew had $86.8 million in debt outstanding at September 30, 2002 in the form of lines of credit and debt agreements at both fixed and
variable rates. The company is exposed to interest rate risk primarily through its variable rate debt, which totaled $61.3 million or 71% of the company's
total debt. To assess its exposure to interest rates, the company performed a sensitivity analysis on its variable rate debt. As a result, the company determined that a 100 basis point increase in
interest rates would not have a material effect on its financial position, results of operations or cash flows. Andrew currently does not use derivative instruments to manage its interest rate risk.

Foreign
Currency RiskAndrew's international operations represent a substantial portion of its overall operating results and asset base. In most cases, the company's products
are produced at manufacturing facilities located near the customer. As a result, significant volumes of finished goods are manufactured in foreign countries for sale into those markets. During fiscal
year 2002, sales of products exported from the United States or manufactured abroad were 50% of total sales.

Andrew's
identifiable foreign exchange rate exposures result primarily from accounts receivable from customer sales, anticipated purchases of product from affiliates and third-party
suppliers and the repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies. 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.

Commodity
RiskAndrew uses various metals in the production of its products, principally copper, which is used to manufacture coaxial cable. As a result, the company is
exposed to fluctuations in the price of copper. In order to reduce its exposure, the company has negotiated copper purchasing contracts with various suppliers into fiscal year 2003. In general, the
company has contracts that lock copper pricing through July 2003. The company uses aluminum in the fabrication of many of its products, such as terrestrial microwave, earth station antennas and
value line antennas. In order to reduce its exposure to aluminum price fluctuations, the company has entered into contracts that lock aluminum pricing for half of the anticipated fiscal year 2003
purchases.

15

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Item 8Financial Statements and Supplementary Data

The Consolidated Financial Statements of the company, Notes to Consolidated Financial Statements, Selected Quarterly Financial Information, and the report thereon
of the independent auditors, are incorporated herein by reference to the 2002 Annual Report to Stockholders, pages 23 through 40.

Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

PART III

Item 10Directors and Executive Officers of the Registrant

Information concerning Andrew's directors is incorporated herein by reference from the company's 2002 Proxy Statement under the caption "Election of Directors."

Information
concerning compliance with Section 16(a) of the Exchange Act is incorporated by reference from the company's 2002 Proxy Statement under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance."

Information
concerning Andrew's executive officers can be found in Part I of this Annual Report on Form 10-K under the caption "Additional
ItemExecutive Officers of the Registrant."

Item 11Executive Compensation

Information concerning management and director compensation is incorporated herein by reference from the company's 2002 Proxy Statement under the captions
"Director Compensation" and "Executive Compensation."

Item 12Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder matters

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the company's 2002 Proxy Statement
under the caption "Ownership of Andrew Common Stock."

Information
concerning related stockholder matters is incorporated herin by reference from the company's 2002 Proxy Statement under the caption "Equity Compensation Plan Information."

Item 13Certain Relationships and Related Transactions

None

16

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PART IV

Item 14Controls and Procedures



The
company's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of this annual report on Form 10-K (the
"Evaluation Date"). Based on their review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the company's disclosure controls and
procedures were adequate and effective to ensure that material information relating to the company and its consolidated subsidiaries would be made known to them by others within those entities in a
timely manner, particularly during the period in which this annual report on Form 10-K was being prepared, and that no changes are required at this time.

There
were no significant changes in the company's internal controls or in other factors that could significantly affect the company's internal controls subsequent to the Evaluation Date, or any
significant deficiencies or material weaknesses in such internal controls requiring corrective actions. As a result, no corrective actions were taken.

Item 15Exhibits, Financial Statement Schedules and Reports on Form 8-K

Consolidated Statements of Operations years ended September 30, 2002, 2001 and 2000

page 23Consolidated Balance Sheets September 30, 2002 and 2001

page 24Consolidated Statements of Cash Flows years ended September 30, 2002, 2001 and 2000.

page 25Consolidated Statements of Stockholders' Equity years ended September 30, 2002, 2001 and 2000

page 26Notes to Consolidated Financial Statements

page 27Selected Quarterly Financial Information (Unaudited)

page 40Report of Independent Auditors

page 41


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(A)(2)    Financial Statement Schedule

Schedule II  Valuation and Qualifying Accounts  (In thousands)

|Column A                                |  | Column B |  | Column C |  | Column D |     | Column E
|--------------------------------------- |  | -------- |  | -------- |  | -------- | --- | --------
|
|
|Allowance for Doubtful Accounts         |  | 4,053    |  | 4,434    |  | 1,741    | (1) | (3,712) 
|Inventory Reserves                      |  | 12,741   |  | 5,182    |  |          |     | (6,004) 
|Deferred tax assets valuation allowance |  |         |  | 2,678    |  |         |     |        
|Year Ended September 30, 2001           |  |          |  |          |  |          |     |         
|Allowance for Doubtful Accounts         |  | 2,913    |  | 3,192    |  | 228      | (1) | (2,280) 
|Inventory Reserves                      |  | 10,366   |  | 6,435    |  |         |     | (4,060) 
|Year Ended September 30, 2000           |  |          |  |          |  |          |     |         
|Allowance for Doubtful Accounts         |  | 3,248    |  | 951      |  | 64       | (1) | (1,350) 
|Inventory Reserves                      |  | 7,555    |  | 5,478    |  |         |     | (2,667) 

---

18

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(a)(3) Exhibit Index:

|Exhibit No. |  | Description                                                                                                                   |  | Reference                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Incorporation                                                                                                  |  | Filed as Exhibit 3.1(i) to Form 10-K for fiscal year ended September 30, 1994 and incorporated herein by reference. (SEC File No. 000-09514)  
|3.2         |  | By-Laws of Registrant                                                                                                         |  | Filed as Exhibit 3.1(ii) to Form 10-K for fiscal year ended September 30, 1994 and incorporated herein by reference. (SEC File No. 000-09514) 
|4.1         |  | Note Agreement dated September 1, 1990                                                                                        |  | Filed as Exhibit 4(a) to Form 10-K for fiscal year ended September 30, 1992 and incorporated herein by reference. (SEC File No. 000-09514)    
|4.2         |  | First Amendment to Note Agreement dated September 1, 1990                                                                     |  | Filed as Exhibit 4(a)a to Form 10-K for fiscal year ended September 30, 1992 and incorporated herein by reference. (SEC File No. 000-09514)   
|4.3         |  | Stockholder Rights Agreement Dated November 14, 1996                                                                          |  | Filed under Item 5 of Form 8-K dated November 14, 1996 and incorporated herein by reference. (SEC File No. 000-09514)                         
|4.4         |  | Registration Rights Agreement dated as of June 4, 2002 between Andrew Corporation and each of the stockholders named therein. |  | Filed as Exhibit 4.1 to Form S-3 dated August 19, 2002 and incorporated herein by reference.                                                  
|10.1*       |  | Executive Severance Benefit Plan Agreement with Floyd L. English                                                              |  | Filed as Exhibit 10(a) to Form 10-Q for fiscal quarter ended une 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)      
|10.2*       |  | Executive Severance Benefit Plan Agreement with Charles R. Nicholas                                                           |  | Filed as Exhibit 10(a) to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)     
|10.3*       |  | Executive Severance Benefit Plan Agreement with Thomas E. Charlton                                                            |  | Filed as Exhibit 10(a)a to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)  
|10.4*       |  | Executive Severance Benefit Plan Agreement with John B. Scott                                                                 |  | Filed as Exhibit 10(a)a to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)  
|10.5*       |  | Executive Severance Benefit Plan Agreement with Robert J. Hudzik                                                              |  | Filed as Exhibit 10(a)c to Form 10-Q for fiscal quarter ended December 31, 1997 and incorporated herein by reference. (SEC File No. 000-09514)
|10.6*       |  | Executive Severance Benefit Plan Agreement with John E. DeSana                                                                |  | Filed as Exhibit 10(a)c(iii) to Form 10-Q for quarter ended December 31, 1998 and incorporated herein by reference.                           
|10.7*       |  | Executive Severance Benefit Plan Agreement with Charles A. Jacobs                                                             |  | Filed as Exhibit 10 toForm 10-Q for quarter ended June 30, 2000 and incorporated herein by reference.                                         

19

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|10.8*  |  | Executive Severance Benefit Plan Agreement with Gregory F. Maruszak                                   |  | Filed as Exhibit 10.9 to Form 10-K for fiscal year ended September 30, 2000 and incorporated herein by reference.                                    
|------ |  | ----------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|10.9*  |  | Management Incentive Plan Dated February 4, 1988                                                      |  | Filed as Exhibit 10(c) to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)          
|10.10* |  | Non-employee Directors' Stock Option Plan dated February 10, 1998, as amended November 18, 1999       |  | Filed as Exhibit 10(c) to Form 10-K for fiscal year ended September 30, 1999 and incorporated herein by reference.                                   
|10.11  |  | Guaranty dated as of April 11, 1996                                                                   |  | Filed as Exhibit 10(d)d to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)           
|10.12  |  | Replacement Note dated as of April 8, 1996                                                            |  | Filed as Exhibit 10(d)e to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)           
|10.13  |  | Credit Agreement dated as of March 17, 2000                                                           |  | Filed as Exhibit 10 to Form 10-Q for quarter ended March 31, 2000 and incorporated herein by reference.                                              
|10.14  |  | Amended and Restated Employee Stock Purchase Plan adopted November 12, 1998                           |  | Filed with Proxy Statement in connection with Annual Meeting held February 9, 1999 (filed on December 22, 1998) and incorporated herein by reference.
|10.15  |  | Amended and Restated Employee Retirement Benefit Restoration Plan                                     |  | Filed with Proxy Statement in connection with Annual Meeting held February 9, 1999 (filed on December 22, 1998) and incorporated herein by reference.
|10.16  |  | May 4, 1998 Assignment Agreement between ABN-Amro Bank N.V. and Bank Austria Aktiengesellschaft       |  | Filed as Exhibit 10 to Form 10-Q for fiscal quarter ended June 30,1998 and incorporated herein by reference.                                         
|10.17* |  | Management Incentive Program, Dated November 18, 1999                                                 |  | Filed as Exhibit 10.18 to Form 10-K for fiscal year ended September 30, 2000 and incorporated herein by reference.                                   
|10.18+ |  | Supply Agreement dated as of June 1, 2001 between Lucent Technologies Inc. and Celiant Corporation.   |  | Filed as Exhibit 10.1 to Form 10-Q for fiscal quarter ended June 30, 2002 and incorporated herein by reference.                                      
|10.19  |  | Letter Agreement dated January 25, 2002 between Lucent Technologies Inc. and Celiant Corporation.     |  | Filed as Exhibit 10.2 to Form 10-Q for fiscal quarter ended June 30, 2002 and incorporated herein by reference.                                      
|10.20* |  | Employment Agreement dated as Filed as of June 4, 2002 between Andrew Corporation and Ralph E. Faison |  | Exhibit 10.3 to Form 10-Q for fiscal quarter ended June 30, 2002 and incorporated herein by reference.                                               

20

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|l3 |  | 2002 Annual Report to Stockholders                          |  | Pages 15 through 43 of the 2002 Annual Report to Stockholders, which are expressly incorporated herein by reference.
|-- |  | ----------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|21 |  | List of Significant Subsidiaries                            |  |                                                                                                                     
|23 |  | Consent of Independent Auditors                             |  |                                                                                                                     
|99 |  | Certificate of Chief Executive and Chief Financial Officers

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(b) Reports on Form 8-K

On
September 26, 2002, the company filed a Form 8-K announcing under Item 5 of Form 8-K, the details of its previously announced restructuring plans.

21

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on December 19, 2002.

| |  | Andrew Corporation
| |  | ------------------
| |  | By:               

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 19, 2002 by the following persons on behalf of the Registrant in
the capacities indicated.

|By: |  | /s/FLOYD L. ENGLISHFloyd L. English
Chairman and Chief
Executive Officer
(Principal Executive Officer)             |  | /s/CHARLES R. NICHOLASCharles R. Nicholas
Vice Chairman and Chief
Financial Officer
(Principal Financial Officer)
|--- |  | ------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------
|    |  | /s/GREGORY F. MARUSZAKGregory F. Maruszak
Vice President Finance and
Administration
(Principal Accounting Officer) |  | /s/RALPH E. FAISONRalph E. Faison
President and Chief Operating Officer
and Director                             
|    |  | /s/THOMAS A. DONAHOEThomas A. Donahoe
Director                                                                     |  | /s/JOHN G. BOLLINGERJohn G. Bollinger
Director                                                                   
|    |  | /s/WILLIAM O. HUNTWilliam O. Hunt
Director                                                                         |  | /s/JERE D. FLUNOJere D. Fluno
Director                                                                           
|    |  | /s/DENNIS L. WHIPPLEDennis L. Whipple
Director                                                                     |  | /s/GLEN O. TONEYGlen O. Toney
Director                                                                           
|    |  | /s/GERALD A. POCHGerald A. Poch
Director                                                                           |  |                                                                                                                  

22

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CERTIFICATIONS

I,
Floyd L. English, certify that:



|Date: 12/19/2002 |  | /s/ Floyd L. EnglishFloyd L. English
Chairman, Chief Executive Officer
|---------------- |  | ----------------------------------------------------------------------

23

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I, Charles R. Nicholas, certify that:



|Date: 12/19/2002 |  | /s/ Charles R. NicholasCharles R. Nicholas
Chief Financial Officer
|---------------- |  | ------------------------------------------------------------------

24

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EXHIBIT INDEX

|Item Number |  | Description                                                
|----------- |  | -----------------------------------------------------------
|13          |  | 2002 Annual Report to Stockholders, pages 15 through 43    
|21          |  | List of Significant Subsidiaries                           
|23          |  | Consent of Independent Public Auditors                     
|99          |  | Certificate of Chief Executive and Chief Financial Officers

25

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