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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|(X)                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|--------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended September 30, 1999.
|OR                                           
|                                              | 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 of Incorporation)                     |  | (I.R.S. Employer Identification No.)
|10500 W. 153rd Street, Orland Park, Illinois |  | 60462                               
|(Address of principal executive offices)     |  | (Zip code)                          

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

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

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

Title of Each Class

Common Stock, $.01 par value
Common Stock Purchase Rights

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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 X No

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. X

The
aggregate market value of voting stock held by non-affiliates of the Registrant as of December 10, 1999 was $1,076,827,282. The number of outstanding shares of
the Registrant's common stock as of that date was 80,510,451.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the year ended September 30, 1999 are incorporated by reference into Parts I and II.

Portions
of the Proxy Statement for the annual stockholders' meeting to be held, February 8, 2000 are incorporated by reference into Part III.

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PART I

Item 1Business

General

Andrew Corporation ("Andrew" or the "Company") was reincorporated in Delaware in 1987. The Company previously was incorporated in Illinois in 1947 as the
successor to a partnership founded in 1937. Its executive offices are located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of Chicago's loop.
Unless otherwise indicated by the context, all references herein to Andrew include Andrew Corporation and its subsidiaries.

Andrew
is a multinational supplier of communications products and systems to worldwide commercial, industrial, and governmental customers. Its principal products include coaxial
cables, microwave antennas for point-to-point communication systems, special purpose antennas for commercial and government end use, antennas and complete earth stations for
satellite communication systems, cellular antenna products, cellular telephone accessories, electronic radar systems, communication reconnaissance systems, and related ancillary items and services.
These products are frequently sold as integrated systems rather than as separate components. Andrew conducts manufacturing operations, primarily from nine locations in the United States and from six
locations in other countries. Sales by non-U.S. operations and export sales from U.S. operations accounted for approximately 52% of Andrew's net sales in 1999, 49% in 1998 and 48% in 1997.

During
fiscal 1996, Andrew completed three acquisitions that provided new products and improved accessibility to expanding markets. In December 1995, the Company purchased a
51% interest in Mapra Industria e Comercio Ltda. and Gerbo Telecommunicacoes e Servicos Ltda., located in Brazil. Mapra and Gerbo manufacture, distribute, and sell antennas, waveguides
and towers and provide installation services. Andrew formed a cable manufacturing company with Mapra and Gerbo in which Andrew holds a 70% interest. In March 1996, the Company completed its
acquisition of The Antenna Company, a manufacturer and distributor of wireless telephone antennas and accessories for mobile applications. In June 1996, the Company purchased an 80% interest in
Satcom Systems, Pty. Ltd., a distributor of commercial products, located in South Africa.

During
June 1997, the Company discontinued the network products business, significantly restructured its European wireless products business and phased out of the fiber optic
sensors and global messaging development activities. These actions resulted in total after-tax charges to net income of $22.8 million or $.25 per share.

In
October 1997, the Company purchased an additional 19% ownership interest in Mapra Industria e Comercio Ltda. and Gerbo Telecommunicacoes e Servicos Ltda for
$3.0 million. This purchase increased the Company's ownership percentage in Mapra and Gerbo to 70%.

In
March 1999, the Company initiated a plan to restructure the manufacturing operations of its towers and wireless accessories businesses, phase out of its AVS small aperture
earth station product line and divest itself of its SciComm government electronics business. In connection with the restructuring plans, approximately 600 employees and 280 temporary/contract workers
will be terminated. Estimated employee termination costs of $5.2 million were accrued in the second quarter of 1999. In addition to
termination costs, the restructuring reserve includes a goodwill write-off of $14.1 million, long-term lease commitments of $3.5 million and inventory, equipment
and other asset write-downs of $13.9 million. Of the total $36.7 million employee termination and exit costs recognized in the second quarter, $6.9 million is classified as Cost
of Products Sold and $29.8 million as Restructuring in the Operating Expense section of the income statement. On an after-tax basis, restructuring charges were $28.1 million,
or $0.34 per share.

Actual
costs charged against the restructuring reserve in 1999 were $24.6 million, including termination costs of $2.8 million paid to 424 terminated employees, a
$14.1 million goodwill write-off and inventory and other asset write-downs of $7.4 million. The company expects to complete the restructuring prior to September 30,
2000.

During
fiscal year 1999 the Company completed three acquisitions. In February 1999, the Company purchased the remaining 20% interest in Satcom Systems, Pty. Ltd., a
distributor of commercial products, in South Africa. In March 1999 the Company acquired Passive Power Products, Inc., a Maine based supplier of RF products to the broadcast market. In
September of 1999 Andrew acquired Chesapeake Microwave Technologies Inc., a company that designs and develops RF and microwave amplifiers and assemblies.

During
fiscal year 1999 the Company operated in a dominant industry segment. Andrew supplies coaxial cable and antenna system equipment to telecommunications companies and agencies as
well as cellular antenna products and cellular phone accessories through retail distribution channels of cellular service providers. The Company also supplies specialized antenna systems, electronic
radar systems, communication reconnaissance systems, standard antennas and fully integrated systems to various United States government agencies and friendly foreign governments.

Products and Services

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

|                              |  | Dollars in thousands Year Ended September 30 |        
|----------------------------- |  | -------------------------------------------- | -------
|
|Coaxial Cable                 |  | $                                            | 418,496
|Other Products and Services   |  |                                              | 169,804
|Terrestrial Microwave Systems |  |                                              | 150,795
|Wireless Accessories          |  |                                              | 52,665 
|                              |  |                                              |        
|                              |  | $                                            | 791,760
|                              |  |                                              |        

PRINCIPAL PRODUCTS

Coaxial Cable Systems and Bulk Cables:

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.

Waveguides
are tubular conductors, the dimensions and manufacturing tolerances of which are related to operating frequency. Waveguides find greatest application at frequencies above 2
GHz, although they are also used in UHF-TV broadcasting at frequencies in hundreds of megahertz. Andrew manufactures
waveguides with rectangular, circular and elliptical cross-sections. Most of Andrew's waveguides are sold as part of its antenna systems.

In
addition to bulk cable, coaxial cable systems include: cable connectors, accessories and assemblies. Coaxial cable connectors attach to cable and facilitate transmission line
attachment to the antennas and radio equipment. Accessories protect and facilitate installation of coaxial cable on the tower and into the equipment building. Accessories include lightning surge
protectors, hangers, adaptors and grounding kits. Together, connectors and cable assemblies combine to form coaxial cable assemblies.

Andrew
sells its semi-flexible cables and waveguides under the trademark HELIAX®.

Other Products and Services:

This group includes special application antennas, support products and various electronics.

Andrew
manufactures and sells several types and configurations of special application antennas. Applications include cellular systems, navigation, FM and television broadcasting,
multipoint distribution services and instructional television. As with microwave antennas, Andrew considers sales of special antennas and other various components used in the cellular market
(equipment buildings and towers) and the installation of these components to be part of a "cellular system."

Support
products include equipment buildings, which provide a controlled environment for radio and other equipment, while towers provide support and elevation for antennas.

Earth
station antenna systems manufactured by Andrew are used at earth terminals to receive signals from, and transmit signals to, communication satellites in equatorial orbit. System
elements include an antenna, from 6 to 40 feet in diameter, and may also include electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position
indicators, transmitters and receivers. Andrew earth station antenna systems in all sizes are used in various countries to broadcast and transmit programs, both to cable TV operators and to VHF or UHF
broadcast stations, as well as for the long distance transmission of conventional telecommunications traffic.

The
Company also designs and installs its proprietary distributed communication systems. These systems permit in-building and enclosed area access for all types of
wireless communications.

Andrew
manufactures electronic scanning and communication receiver systems, which are designed to search and monitor the electromagnetic spectrum from 20 MHz to 40 GHz. These systems
are purchased primarily for intelligence gathering in strategic surveillance operations that emphasize highly sensitive reception of weak signals as well as accuracy of signal analysis data. The
Company is also engaged in the supply of fully integrated electronic surveillance systems, both for military radar reconnaissance and for non-military communications monitoring. The
electronic scanning, communication receiver and electronic surveillance systems described above are manufactured and distributed by the Company's government electronics division. As part of the
restructuring efforts initiated in March of 1999, the Company has decided to divest itself of the government electronic business and plans to complete this divestiture by September 30, 2000.

Microwave Antenna Systems:

A "microwave antenna system," as this term is used by Andrew, consists of one or more microwave antennas, waveguides or coaxial cables connecting antennas to
transmitters or receivers, a tower to
support the antennas, an equipment shelter to house transmitters and receivers, various ancillary items and field installation services. If sold without a supporting tower, equipment shelter or field
installation, microwave antennas with their connecting cables or waveguides are still considered by Andrew to be "microwave antenna systems."

Land-based
microwave radio networks are commonly used by telecommunications companies for intercity telephone, internet, video and data transmission. They are also used
for more specialized purposes by cellular operators to link cellsites with switching centers, pipeline companies, electric utilities and railroads.

Wireless Accessories:

Andrew manufactures and distributes accessories for personal communication systems, cellular handsets and paging devices. Portable antennas, batteries, battery
chargers, paging accessories, hands free kits, GPS automotive equipment and various other wireless accessories are included in this group.

The acquisition of The Antenna Company increased Andrew's product offering and opened domestic distribution channels.

INTERNATIONAL ACTIVITIES

Andrew's international operations represent a substantial portion of its overall operating results and asset base. Manufacturing facilities are located in
Canada, Australia, Scotland, Brazil, China and India. Andrew's plants in the United States also ship significant amounts of manufactured goods to export markets. In Russia, the Ukraine and Mexico,
Andrew participates in joint ventures that operate fiber optic telecommunication networks.

During
fiscal 1999, sales of products exported from the United States or manufactured abroad were $409,203,000 or 52% of total sales compared with $420,376,000 or 49% of total sales
in fiscal 1998 and $414,749,000 or 48% of total sales in fiscal 1997. Exports from the United States amounted to $61,843,000 in fiscal 1999, $97,738,000 in fiscal 1998 and $105,147,000 in fiscal 1997.

Sales
and net income from continuing operations on a country-by-country basis can vary considerably year to year. Further information on Andrew's international
operations is contained in the note "Geographic Area Information" to Consolidated Financial Statements included on page 32 of the 1999 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 tends to mitigate 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 engineers are located at or near Atlanta, Dallas, Los Angeles, Miami, New York, San Francisco, Washington, D.C., Kansas City, Seattle, Pittsburgh,
Columbus, Essen and Munich (Germany), Hong Kong, Johannesburg (South Africa), London (England), Madrid (Spain), Mexico City (Mexico), Milan (Italy), Moscow (Russia), Paris (France), Sorocaba (Brazil),
Suzhou (China), Tokyo (Japan), Zurich (Switzerland), Singapore, Melbourne (Australia), Riyadh (Saudi Arabia), Bangkok, and New Delhi
(India). 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.

Approximately
one-half of Andrew's products are sold directly to end-users. Most of the remainder is sold to radio equipment companies, which install Andrew's
products as part of a total system, with the balance being sold through dealers and jobbers. Small or medium-size orders are normally shipped from inventory. Delivery schedules on larger
orders are negotiated, but seldom exceed five months. Andrew's sales are principally standard, proprietary items although unique specifications or features are incorporated for special order
situations.

Because
most of Andrew's business is derived from large telecommunications system operators and the radio equipment manufacturers who supply this industry, Andrew has tailored its
business strategy to serve the needs of technically sophisticated buyers. In particular, Andrew has emphasized the compatibility of antennas, transmission lines and related components in order to
optimize their performance as an integrated subsystem.

The
Company also sells mobile cellular products such as antennas and cellular telephone accessories. These products are sold primarily through the retail distribution channels of
cellular service

providers or carriers. Mobile cellular products are also sold to distributors who then resell these products to dealers and cellular carriers.

MAJOR CUSTOMERS

Andrew serves more than 6,000 customers in more than 170 countries. In fiscal 1999, aggregate sales to the ten largest customers accounted for 31% of total
consolidated sales compared to 31% in 1998 and 31% in 1997. No single customer has accounted for over 10% of consolidated annual sales in any of the last three years.

MANUFACTURING AND RAW MATERIALS

Andrew generally develops, designs, fabricates, manufactures and assembles the products it sells. Cable and waveguide products are produced at plants in
Illinois, Brazil, Scotland, China and India. Microwave and earth station antennas are manufactured in Texas, Scotland and Australia. Equipment shelters are manufactured in Georgia, California and
Kansas. Wireless antennas and accessories for mobile applications are manufactured in Illinois. The Company's products are manufactured from both standard components and parts that are built to the
Company's specifications by other manufacturers. Certain of the Company's products contain multiple microprocessors for which proprietary machine-readable software is designed by the Company's
engineers and technicians.

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.

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 1999, 1998 and 1997, Andrew spent $29,622,000, $25,810,000, and $41,076,000, respectively,
on research and development activities.

Andrew
holds approximately 272 active patents, relating to its products, expiring at various times between 1999 and 2018, relating to its products. Andrew attempts to obtain patent
protection for significant developments whenever possible. The Company believes that, while patents in the aggregate are important to its business, the loss of any individual patent would not have a
material adverse effect on its operations.

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, wireless products and coaxial cable product lines. In addition, there are a number of small independent companies that compete with portions of these product lines.
Andrew has traditionally 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 electronic radar systems, communication reconnaissance systems and specialized antenna systems that supply their equipment to United States
government agencies and friendly foreign governments. There is substantial competition within the market and the Company is not a major competitor. Due to fixed-price contracts and
pre-defined contract specifications prevalent within this market, the Company competes primarily on the basis of its ability

to provide state-of-the-art solutions in this technologically demanding marketplace while maintaining its competitive pricing.

BACKLOG AND SEASONALITY

The following table sets forth the Company's backlog of orders believed to be firm and due to ship both within the next year and beyond: (government orders
included herein are funded orders):

|                 |  | Orders to be shipped as of September 30
|---------------- |  | ---------------------------------------
|
|
|Within 12 months |  | $                                      
|After 12 months  |  |                                        
|                 |  |                                        
|                 |  | $                                      
|                 |  |                                        

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

ENVIRONMENT

The Company 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 the Company's financial condition.

EMPLOYEES

At September 30, 1999, Andrew had 4,572 employees, 3,311 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 and believes that such relations are good.

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 (the "FCC"). The FCC controls the allocation of transmission frequencies and the performance characteristics of earth station antennas.
As a result of these controls, Andrew's 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 has generally not been detrimental to Andrew's non-U.S. operations taken as a whole.

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, which are generally fixed-price
contracts, were $9,676,000 in 1999, $9,520,000 in 1998 and $17,254,000 in 1997. These contracts are typically less than 12 months in duration.

Andrew,
like other companies that derive a portion of their revenues from the United States Government, is subject to certain basic risks, including changes in levels of defense
spending and possible cost overruns. Recognition of profits is based upon estimates of final performance that may change as contracts progress. Contract prices and costs incurred are subject to
Government Procurement Regulations. Costs may be questioned by the Government and are subject to disallowance.

All
United States Government contracts contain a provision that they may be terminated at any time for the convenience of the Government. In such event, the contractor is entitled to
recover allowable costs plus any profits earned to the date of termination.

## 

Item 2Properties

Andrew has eighteen manufacturing facilities, thirty-seven engineering and sales administration locations and twelve distribution facilities. All are equipped
with appropriate office space. 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/Leased
|---------------------------------- |  | ------------------------------------- |  | ------------
|Orland Park, Illinois              |  | 613,000                               |  | Owned       
|Addison, Illinois                  |  | 201,000                               |  | Leased      
|Denton, Texas                      |  | 222,000                               |  | Owned       
|Newnan, Georgia                    |  | 185,000                               |  | Owned       
|Garland, Texas                     |  | 64,000                                |  | Owned       
|Richardson, Texas                  |  | 100,000                               |  | Owned       
|Tinley Park, Illinois              |  | 55,000                                |  | Leased      
|Sacramento, California             |  | 83,000                                |  | Leased      
|Burlington, Kansas                 |  | 150,000                               |  | Leased      
|                                   |  |                                       |  |             
|U.S. sub-total                     |  | 1,673,000                             |  |             
|Sorocaba, Sao Paulo, Brazil        |  | 229,000                               |  | Owned       
|Lochgelly, Fife, United Kingdom    |  | 167,000                               |  | Owned/Leased
|Campbellfield, Victoria, Australia |  | 110,000                               |  | Owned       
|Suzhou, China                      |  | 85,000                                |  | Owned/Leased
|Whitby, Ontario, Canada            |  | 92,000                                |  | Owned       
|                                   |  |                                       |  |             
|Non-U.S. sub-total                 |  | 683,000                               |  |             
|TOTAL                              |  | 2,356,000                             |  |             

The
Company's properties are in good condition and are suitable for the purposes for which they are used.

Andrew
owns a total of 701 acres of land. Of this total, 565 acres are unimproved, including 181 acres in Orland Park, Illinois, 137 acres in Floyd, Texas, 143 acres in Denton, Texas,
and 98 acres in Ashburn, Ontario, Canada. Andrew also leases sales offices and facilities in the United States and in thirteen countries outside the United States.

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, 1999.

PART II

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

The Company's common stock is traded on the National Nasdaq Market and the Chicago Stock Exchange.

The
Company had 4,455 holders of common stock of record at December 10, 1999.

Information
concerning the Company's stock price during the years ended September 30, 1999 and 1998 is incorporated herein by reference from Andrew's 1999 Annual Report to
Stockholders, page 33. All prices represent high and low daily closing prices as reported by Nasdaq.

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, 1999, $314,625,000 was not restricted
for purposes of such payments.

Item 6Selected Financial Data

Selected financial data for the last eleven fiscal years is incorporated herein by reference to the 1999 Annual Report to Stockholders, pages 36 and 37.

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 1999 Annual Report to Stockholders, pages 14 through 18.

Item 7a.Quantitative and Qualitative Disclosures about Market Risks

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

Interest
Rate Riskthe Company had $60.0 million in debt outstanding at September 30, 1999 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 $21.2 million or 35.3% of 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
the Company's financial position, results of operations or cash flows. The Company 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 1999, sales of products exported from the United States or manufactured abroad were 52% of total sales.

The
Company's identifiable foreign exchange exposures result primarily from the anticipated purchase of product from affiliates and third-party suppliers along with the repayment of
intercompany loans with foreign subsidiaries denominated in foreign currencies. The Company has $64.0 million of investments in and advances to its ventures located in Russia, Ukraine and
Mexico. The ultimate collectability of these advances and the Company's ability to recoup its investments in these ventures is tied in part to the economic stability of these countries, particularly
Russia and the stability of the Russian Ruble. The Company manages its foreign currency risk by making use of naturally offsetting positions, such as borrowing in functional currencies, and
structuring intercompany transactions to reduce known material exposures, where possible. The Company currently does not use derivative financial instruments to manage its foreign currency risk.

Commodity
Riskthe Company uses various metals in the production of its products, principally copper. 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 2000. In general, the Company has contracts that lock copper pricing through March of 2000.

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 1999 Annual Report to Stockholders, pages 19 through 34.

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 directors and executive officers of the Registrant is incorporated herein by reference from the Company's 1999 Proxy Statement under the
captions "Election of Directors" and "Executive Officers."

Item 11Executive Compensation

Information concerning management compensation is incorporated herein by reference from the Company's 1999 Proxy Statement under the caption "Director
Compensation" and "Executive Compensation."

Item 12Security Ownership of Certain Beneficial Owners and Management

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company's 1999 Proxy
Statement under the caption "Ownership of Andrew Common Stock."

Item 13Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions is incorporated herein by reference from the Company's 1999 Proxy Statement under the
caption "Ownership of Andrew Common Stock."

PART IV

Item 14Exhibits, Financial Statement Schedules and Reports on Form 8-K

|Consolidated Statements of Income years ended September 30, 1999, 1998 and 1997                |  | page 19            
|---------------------------------------------------------------------------------------------- |  | -------------------
|Consolidated Balance Sheets September 30, 1999 and 1998                                        |  | page 20            
|Consolidated Statements of Cash Flows years ended September 30, 1999, 1998 and 1997.           |  | page 21            
|Consolidated Statements of Stockholders' Equity years ended September 30, 1999, 1998 and 1997. |  | page 22            
|Notes to Consolidated Financial Statements                                                     |  | pages 23 through 32
|Selected Quarterly Financial Information.                                                      |  | page 33            
|Report of Independent Auditors                                                                 |  | page 34            

(a)(2) Financial Statement Schedules

None

(a)(3) Exhibit Index:

|Exhibit No.  |       | Description                                                                                         |  | Reference                                                                                                                                            
|------------ | ----- | --------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|             |       |                                                                                                     |  |                                                                                                                                                      
|3.1(i        | )     | 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)         
|3.1(ii       | )     | 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.(a         | )     | 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.(a         | )a    | 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.(b         | )     | Stockholder Rights Agreement Dated November 14, 1996                                                |  | Filed under Item 5 of Form 8-K dated November 14, 1996 and incorporated herein by reference.                                                         
|10.(a
(i
(ii | )*))  | Executive Severance Benefit Plan
Agreement with Floyd L. English
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.                                     
|10.(a
(i
(ii | )a*)) | Executive Severance Benefit Plan
Agreement with Thomas E. Charlton
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.(a
(i     | )b*)  | Executive Severance Benefit Plan
Agreement with William B. Currer                                   |  | Filed as Exhibit 10(a)b to Form 10-Q for fiscal quarter ended June 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)           
|10.(a
(i
(ii | )c*)) | Executive Severance Benefit Plan
Agreement with Robert J. Hudzik
Agreement with Debra B. Huttenburg |  | Filed as Exhibit 10(a)c to Form 10-Q for fiscal quarter ended December 31, 1997 and incorporated herein by reference.                                
|10.(a
(i     | )d*)  | 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, 2000 and incorporated herein by reference.                                  
|10.(a
(i     | )e*)  | Executive Severance Benefit Plan
Agreement with Guy M. Campbell                                     |  |                                                                                                                                                      
|10.(b        | )*    | 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.(c        | )*    | Non-employee Directors' Stock Option Plan dated February 10, 1998, as amended November 18, 1999     |  |                                                                                                                                                      
|10.(d        | )     | Credit Agreement dated as of June 16, 1993                                                          |  | Filed as Exhibit 10(e) to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)          
|10.(d        | )a    | First Amendment to Credit Agreement dated June 16, 1993                                             |  | Filed as Exhibit 10(d)a to Form 10-K for fiscal year ended September 30, 1995 and Incorporated herein by reference.                                  
|10.(d        | )b    | Second Amendment to Credit Agreement dated June 16, 1993                                            |  | Filed as Exhibit 10(d)b to Form 10-K for fiscal year ended September 30, 1995 and incorporated herein by reference.                                  
|10.(d        | )c    | Third Amendment to Credit Agreement dated June 16, 1993                                             |  | Filed as Exhibit 10(d)c to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference.                                    
|10.(d        | )d    | 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.                                    
|10.(d        | )e    | 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.                                    
|10.(e        | )     | 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.(f        | )     | Credit Agreement dated as of November 1, 1997                                                       |  | Filed as Exhibit10(f) to Form 10-K for fiscal year ended September 30, 1997 and incorporated herein by reference.                                    
|10.(g        | )     | Amended and Restated Employee Retirement Benefit Restoration Plan dated October 1, 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(h         | )     | 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.                                         
|13           |       | 1999 Annual Report to Stockholders                                                                  |  | Pages 14 through 34 and 36-37 of the 1999 Annual Report to Shareholders, which are expressly incorporated herein by reference.                       
|21           |       | List of Significant Subsidiaries                                                                    |  |                                                                                                                                                      
|23           |       | Consent of Independent Auditors                                                                     |  |                                                                                                                                                      
|27           |       | Financial Data Schedules                                                                            |  |                                                                                                                                                      
|99.(a        | )     | Description of Common stock                                                                         |  | Filed as Exhibit 99(a) to Form 10-K for fiscal year ended September 30, 1997 and incorporated herein by reference.                                   
|(b           | )     | Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 30, 1999   |  |                                                                                                                                                      
|             |       |                                                                                                     |  |                                                                                                                                                      

---



REPORT OF INDEPENDENT AUDITORS

To
the Stockholders and Board of Directors
Andrew Corporation

We
have audited the consolidated financial statements of Andrew Corporation and subsidiaries listed in Item 14 (a) of the annual report on Form 10-K of Andrew Corporation for
the year ended September 30, 1999. 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 generally accepted auditing standards. 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Andrew Corporation and subsidiaries at
September 30, 1999 and 1998, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 1999 in conformity with
generally accepted accounting principles.

/s/
Ernst & Young LLP
Chicago, Illinois
October 22, 1999



## 

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 21, 1999.

| |  |  |  |  |  | Andrew Corporation                                                                      
| |  |  |  |  |  | ----------------------------------------------------------------------------------------
| |  |  |  |  |  | By /s/ Floyd L. English
Floyd L. English
Chairman, President and
Chief Executive Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 21, 1999 by the following persons on behalf of the Registrant
in the capacities indicated.

|/s/ |  | Floyd L. English
Floyd L. English
Chairman, President,
Chief Executive Officer and
Director (Principal Executive Officer) |  | /s/ |  | Charles R. Nicholas
Charles R. Nicholas
Executive Vice President
and Chief Financial
Officer (Principal Financial Officer)
|--- |  | ------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------
|/s/ |  | Gregory F. Maruszak
Gregory F. Maruszak
Vice President Finance
(Principal Accounting Officer)                             |  | /s/ |  | Jere D. Fluno
Jere D. Fluno
Director                                                                                      
|/s/ |  | Jon L. Boyes
Jon L. Boyes
Director                                                                                        |  | /s/ |  | Ormand J. Wade
Ormand J. Wade
Director                                                                                    
|/s/ |  | Kenneth J. Douglas
Kenneth J. Douglas
Director                                                                            |  | /s/ |  | Glen O. Toney
Glen O. Toney
Director                                                                                      
|/s/ |  | Thomas A. Donahoe
Thomas A. Donahoe
Director                                                                              |  | /s/ |  | Elizabeth A. Fetter
Elizabeth A. Fetter
Director                                                                          
|/s/ |  | William O. Hunt
William O. Hunt
Director                                                                                  |  | /s/ |  | John G. Bollinger
John G. Bollinger
Director                                                                              
|    |  |                                                                                                                           |  |     |  |                                                                                                                           



EXHIBIT INDEX

|Item Number |  | Description                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------
|10(a)e      |  | Executive Severance Benefit Plan Agreement with Guy M. Campbell                                
|10(c)       |  | Non-employee directors' Stock Option Plan dated February 10, 1998, as amended November 18, 1999
|13          |  | 1999 Annual Report to Stock Holders, pages 14 through 34 and pages 36 through 37               
|21          |  | List of Significant Subsidiaries                                                               
|23          |  | Consent of Independent Auditors                                                                
|27          |  | Financial Data Schedule                                                                        
|            |  |                                                                                                



## QuickLinks

PART IItem 1Business

Item 2PropertiesItem 3Legal ProceedingsItem 4Submission of Matters to a Vote of Security HoldersPART IIItem 5Market for the Registrant's Common Stock and Related Stockholder MattersItem 6Selected Financial DataItem 7Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7a.Quantitative and Qualitative Disclosures about Market RisksItem 8Financial Statements and Supplementary DataItem 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresPART IIIItem 10Directors and Executive Officers of the RegistrantItem 11Executive CompensationItem 12Security Ownership of Certain Beneficial Owners and ManagementItem 13Certain Relationships and Related TransactionsPART IVItem 14Exhibits, Financial Statement Schedules and Reports on Form 8-K

SIGNATURESEXHIBIT INDEX