---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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Form 10-Q

(Mark-One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002.

OR

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

For the transition period from            to

Commission file number 001-14617

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

DELAWARE(State or other jurisdiction of
incorporation or organization)

36-2092797(IRS 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)

No Change(Former name, former address and former fiscal year, if changed since last report)

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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
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common
Stock, $.01 Par Value98,081,793 shares as of August 9, 2002

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INDEX  ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                  |  |   
|---------- |  | -------------------------------------------------------------------------------------- |  | --
|Item 1.    |  | Financial Statements (Unaudited)                                                       |  | 3 
|           |  | Consolidated balance sheetsJune 30, 2002 and September 30, 2001.                      |  | 3 
|           |  | Consolidated statements of incomeThree and nine months ended June 30, 2002 and 2001.  |  | 4 
|           |  | Consolidated statements of cash flowsNine months ended June 30, 2002 and 2001.        |  | 5 
|           |  | Notes to consolidated financial statementsJune 30, 2002.                              |  | 6 
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations. |  | 10
|PART II.   |  | OTHER INFORMATION                                                                      |  | 14
|Item 6.    |  | Exhibits and Reports on Form 8-K.                                                      |  | 14
|SIGNATURES |  |                                                                                        |  | 15

2

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ANDREW CORPORATION  CONSOLIDATED BALANCE SHEET  (Dollars in thousands)

|                                                                                                                       |                               | June 30
2002 |           | September 30
2001 |  
|---------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------ | --------- | ----------------- | -
|
|ASSETS                                                                                                                 |                               |              |           |                   |  
|Current Assets                                                                                                         |                               |              |           |                   |  
|Cash and cash equivalents                                                                                              |                               | $            | 100,897   |                   | $
|Accounts receivable, less allowances (June$7,248; Sept.$4,224)                                                       |                               |              | 210,069   |                   |  
|Inventories                                                                                                            |                               |              |           |                   |  
|                                                                                                                       | Finished products             |              |           | 76,467            |  
|                                                                                                                       | Materials and work in process |              |           | 106,701           |  
|                                                                                                                       |                               |              |           |                   |  
|                                                                                                                       |                               |              | 183,168   |                   |  
|Miscellaneous current assets                                                                                           |                               |              | 18,145    |                   |  
|                                                                                                                       |                               |              |           |                   |  
|Total Current Assets                                                                                                   |                               |              | 512,279   |                   |  
|Other Assets                                                                                                           |                               |              |           |                   |  
|Cost in excess of net assets of businesses acquired                                                                    |                               |              | 383,866   |                   |  
|Intangible assets, less amortization                                                                                   |                               |              | 49,446    |                   |  
|Investments in and advances to affiliates                                                                              |                               |              | 3,891     |                   |  
|Other assets                                                                                                           |                               |              | 5,724     |                   |  
|Property, Plant, and Equipment                                                                                         |                               |              |           |                   |  
|Land and land improvements                                                                                             |                               |              | 21,762    |                   |  
|Building                                                                                                               |                               |              | 109,850   |                   |  
|Equipment                                                                                                              |                               |              | 456,816   |                   |  
|Allowances for depreciation                                                                                            |                               |              | (366,261  | )                 |  
|                                                                                                                       |                               |              |           |                   |  
|                                                                                                                       |                               |              | 222,167   |                   |  
|                                                                                                                       |                               |              |           |                   |  
|TOTAL ASSETS                                                                                                           |                               | $            | 1,177,373 |                   | $
|                                                                                                                       |                               |              |           |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   |                               |              |           |                   |  
|Current Liabilities                                                                                                    |                               |              |           |                   |  
|Notes payable                                                                                                          |                               | $            | 71,017    |                   | $
|Accounts payable                                                                                                       |                               |              | 78,017    |                   |  
|Accrued expenses and other liabilities                                                                                 |                               |              | 42,851    |                   |  
|Compensation and related expenses                                                                                      |                               |              | 23,619    |                   |  
|Current portion of long-term debt                                                                                      |                               |              | 7,567     |                   |  
|                                                                                                                       |                               |              |           |                   |  
|Total Current Liabilities                                                                                              |                               |              | 223,071   |                   |  
|Deferred Liabilities                                                                                                   |                               |              | 15,734    |                   |  
|Long-Term Debt, less current portion                                                                                   |                               |              | 37,207    |                   |  
|Minority Interest                                                                                                      |                               |              |          |                   |  
|STOCKHOLDERS' EQUITY                                                                                                   |                               |              |           |                   |  
|Common stock (par value, $.01 per share: 400,000,000 shares authorized: 102,718,210 shares issued, including treasury) |                               |              | 1,027     |                   |  
|Additional paid-in capital                                                                                             |                               |              | 146,174   |                   |  
|Accumulated other comprehensive income                                                                                 |                               |              | (35,821   | )                 |  
|Retained earnings                                                                                                      |                               |              | 843,379   |                   |  
|Treasury stock, at cost (4,636,417 shares in June; 21,187,764 shares in Sept.)                                         |                               |              | (53,398   | )                 |  
|                                                                                                                       |                               |              |           |                   |  
|                                                                                                                       |                               |              | 901,361   |                   |  
|                                                                                                                       |                               |              |           |                   |  
|TOTAL LIABILITIES AND EQUITY                                                                                           |                               | $            | 1,177,373 |                   | $
|                                                                                                                       |                               |              |           |                   |  

See
Notes to Consolidated Financial Statements

3

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ANDREW CORPORATION  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)  (In thousands, except per share amounts)

|                                       |         | Three Months Ended
June 30 |         | Nine Months Ended
June 30 |  
|-------------------------------------- | ------- | -------------------------- | ------- | ------------------------- | -
|
|Sales                                  |         | $                          | 214,897 |                           | $
|Cost of products sold                  |         |                            | 158,317 |                           |  
|                                       |         |                            |         |                           |  
|Gross Profit                           |         |                            | 56,580  |                           |  
|Operating Expenses                     |         |                            |         |                           |  
|Research and development               |         |                            | 15,373  |                           |  
|Sales and administrative               |         |                            | 35,608  |                           |  
|Intangible amortization                |         |                            | 1,333   |                           |  
|                                       |         |                            |         |                           |  
|                                       |         |                            | 52,314  |                           |  
|                                       |         |                            |         |                           |  
|Operating Income                       |         |                            | 4,266   |                           |  
|Other                                  |         |                            |         |                           |  
|Interest expense                       |         |                            | 1,183   |                           |  
|Interest income                        |         |                            | (1,228  | )                         |  
|Other (income) expense, net            |         |                            | 1,464   |                           |  
|Gain on the sale of equity investments |         |                            |        |                           |  
|                                       |         |                            |         |                           |  
|                                       |         |                            | 1,419   |                           |  
|                                       |         |                            |         |                           |  
|Income Before Income Taxes             |         |                            | 2,847   |                           |  
|Income taxes                           |         |                            | 854     |                           |  
|                                       |         |                            |         |                           |  
|Net Income                             |         | $                          | 1,993   |                           | $
|                                       |         |                            |         |                           |  
|Basic and Diluted Earnings per Share   |         | $                          | 0.02    |                           | $
|                                       |         |                            |         |                           |  
|Average Shares Outstanding             |         |                            |         |                           |  
|                                       | Basic   |                            |         | 87,170                    |  
|                                       |         |                            |         |                           |  
|                                       | Diluted |                            |         | 87,220                    |  
|                                       |         |                            |         |                           |  

See
Notes to Consolidated Financial Statements

4

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ANDREW CORPORATION  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  (In thousands)

|                                             |                                                       | Nine Months Ended
June 30 |         
|-------------------------------------------- | ----------------------------------------------------- | ------------------------- | --------
|
|Cash Flows from Operations                   |                                                       |                           |         
|Net Income                                   |                                                       | $                         | 20,626  
|Adjustments to Net Income                    |                                                       |                           |         
|                                             | Depreciation and amortization                         |                           |         
|                                             | Gain on the sale of equity investments                |                           |         
|                                             | Decrease in accounts receivable                       |                           |         
|                                             | Decrease in inventories                               |                           |         
|                                             | (Increase)/Decrease in misc. current and other assets |                           |         
|                                             | Decrease in accounts payable and other liabilities    |                           |         
|                                             | Other                                                 |                           |         
|                                             |                                                       |                           |         
|Net Cash from Operations                     |                                                       |                           | 127,905 
|Investing Activities                         |                                                       |                           |         
|                                             | Capital expenditures                                  |                           |         
|                                             | Proceeds from the sale of equity investments          |                           |         
|                                             | Acquisition of businesses, net of cash acquired       |                           |         
|                                             | Investments in and advances to affiliates, net        |                           |         
|                                             | Proceeds from sale of property, plant and equipment   |                           |         
|                                             |                                                       |                           |         
|Net Cash Used in Investing Activities        |                                                       |                           | (155,391
|Financing Activities                         |                                                       |                           |         
|                                             | Long-term debt payments, net                          |                           |         
|                                             | Notes payable borrowings (payments), net              |                           |         
|                                             | Stock purchase and option plans                       |                           |         
|                                             |                                                       |                           |         
|Net Cash from (Used in) Financing Activities |                                                       |                           | 9,725   
|Effect of exchange rates on cash             |                                                       |                           | 6,216   
|                                             |                                                       |                           |         
|Total (Decrease)/Increase for the Period     |                                                       |                           | (11,545 
|Cash and equivalents at beginning of period  |                                                       |                           | 112,442 
|                                             |                                                       |                           |         
|Cash and equivalents at end of period        |                                                       | $                         | 100,897 
|                                             |                                                       |                           |         

See
Notes to Consolidated Financial Statements

5

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ANDREW CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE ABASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended June 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's
annual report on Form 10-K for the year ended September 30, 2001.

NOTE BEARNINGS PER SHARE

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

|                             |                                     | Three Months Ended
June 30 |        | Nine Months Ended
June 30
|---------------------------- | ----------------------------------- | -------------------------- | ------ | -------------------------
|
|BASIC EARNINGS PER SHARE     |                                     |                            |        |                          
|Numerator:                   |                                     |                            |        |                          
|                             | Net income                          |                            | $      | 1,993                    
|Denominator:                 |                                     |                            |        |                          
|                             | Weighted average shares outstanding |                            |        | 87,170                   
|                             |                                     |                            |        |                          
|Net income per sharebasic   |                                     | $                          | 0.02   |                          
|                             |                                     |                            |        |                          
|DILUTED EARNINGS PER SHARE   |                                     |                            |        |                          
|Numerator:                   |                                     |                            |        |                          
|                             | Net Income                          |                            | $      | 1,993                    
|Denominator:                 |                                     |                            |        |                          
|                             | Weighted average shares outstanding |                            |        | 87,170                   
|                             | Effect of dilutive securities:      |                            |        |                          
|                             |                                     | Stock options              |        |                          
|                             |                                     |                            |        |                          
|                             |                                     |                            | 87,220 |                          
|                             |                                     |                            |        |                          
|Net income per sharediluted |                                     | $                          | 0.02   |                          
|                             |                                     |                            |        |                          

Options
to purchase 5,299,732 shares of common stock, at exercise prices ranging from $16.63$38.17 per share, were not included in the computation of diluted earnings per
share for the June 2002 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 4,430,744 shares of common stock, at exercise
prices ranging from $17.81$38.17 per share, were not included in the diluted earnings per share calculation for June 30, 2001 because the options' exercise prices were higher than
the average market price of the common shares.

NOTE CCOMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" requires the company to report foreign currency translation
adjustments as well as the change in fair value of derivatives designated as hedges, as a component of other comprehensive income.

6

---

Comprehensive income for the three months ended June 30, 2002 and 2001 amounted to $12,416,000 and $8,601,000, respectively. Comprehensive income for the nine months ended June 30, 2002
and 2001 amounted to $29,578,000 and $32,190,000, respectively.

NOTE DADOPTION OF NEW ACCOUNTING POLICIES

At the beginning of fiscal year 2002, the company adopted the Financial Accounting Standards Board Statements of Financial Accounting Standards (FASB)
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful lives. Goodwill amortization included in sales and administrative expense in fiscal years 2001, 2000 and 1999 was
$4.6 million, $4.0 million and $2.0 million, respectively. Goodwill amortization included in sales and administrative expense for the third quarter and first nine months of fiscal
year 2001 was $1.2 million and $3.4 million, respectively. Upon adoption of this standard the company was required to perform an impairment test of goodwill. This test showed no
impairment of goodwill. The adoption of the provisions for amortization of intangible assets did not impact the company's amortization of these assets. The following table discloses pro forma results
for net income and earnings per share as if the non-amortization of goodwill provisions of FASB Statement No. 142 were adopted at the beginning of fiscal year 2001.

|                                              |  | Three Months Ended
June-30 |       | Nine Months Ended
June-30
|--------------------------------------------- |  | -------------------------- | ----- | -------------------------
|
|Reported Net Income                           |  | $                          | 1,993 |                          
|Add back: Goodwill amortization               |  |                            |      |                          
|                                              |  |                            |       |                          
|Adjusted net income                           |  | $                          | 1,993 |                          
|Reported Basic and Diluted earnings per share |  | $                          | 0.02  |                          
|Add back: Goodwill amortization               |  |                            |      |                          
|                                              |  |                            |       |                          
|Adjusted Basic and Diluted earnings per share |  | $                          | 0.02  |                          

NOTE ERECENTLY ISSUED ACCOUNTING POLICIES

In
June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 143, Accounting and Reporting for Obligations Associated with
the Retirement of Tangible Long-lived Assets and the Associated Asset Retirement Costs. In August 2001, the Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 144, Accounting and Reporting for the Impairment or Disposal of Long-lived Assets. The company will adopt these accounting standards beginning in fiscal
year 2003. In April 2002, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of Statement 13, and Technical Corrections. The statement modifies reporting of extinguishments of debt and amends accounting for leases. The company will adopt this
accounting standard beginning in fiscal year 2003. The company does not expect that the adoption of these standards will have a material effect on the company's financial statements.

In
June 2002, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 146, accounting for costs associated with exit or disposal
activities. The provisions of this statement will be effective for exit or disposal activities initiated after December 31, 2002, though the company may elect to adopt these provisions early.

7

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NOTE FSALE OF EQUITY INVESTMENTS AND TELECOMMUNICATIONS COMPANY

On December 4, 2001, the company completed the sale of its interest in a group of Russian telecommunications companies. The company received
$50.3 million, net of $0.3 million of Russian withholding tax, for the sale of these investments. These investments were sold to Antel Holdings Ltd., a newly formed subsidiary of
Group Menatep, a Russian financial holding company. The company sold the following investments: 49% of ZAO Rascom, 45% of ZAO Metrocom, 45% of MAcommnet, 64.4% of Magistral Telecom and 99.7% of ZAO
MKS. As part of this transaction, the company also sold its wholly owned, U.S. based, international telecommunications carrier, Antel. This sale resulted in an $8.7 million pre-tax
gain and an after-tax gain of $7.3 million or $.09 a share.

The
company guaranteed a line of credit with ABN-AMRO used by these ventures. As of September 30, 2001, the company had guaranteed $53.5 million, of which
$47.3 million was outstanding. The company no longer guarantees borrowings for the ventures that were sold. The company still has investments totaling $3.9 million in telecommunication
ventures. The company guarantees a $1.5 million line of credit used by these remaining ventures. As of June 30, 2002, $1.1 million was outstanding under this line of credit. The
company is in the process of considering possible options that may involve the divestiture of all or a significant portion of these ventures.

NOTE GAQUISITION OF BUSINESSES

On June 4, 2002, the company completed its acquisition of Celiant Corporation. Celiant designs, manufactures and markets radio frequency (RF) power
amplifiers for use in wireless communications networks for cellular, PCS, 2G and 3G base stations. The company paid $481.0 million for Celiant. This consisted of $203.1 million in cash,
16,278,805 shares of the company's stock valued at $266.6 million and $11.3 million of acquisition related costs. The 16,278,805 shares were valued at $16.38, the February 15,
2002 closing price, the last trading day before the merger agreement was signed. These 16,278,805 shares represent 16.6% of the company's total shares outstanding. The assets and liabilities of
Celiant were recorded based upon a preliminary estimate of fair value. These estimates were determined by
management and by an independent appraisal using currently available information. A preliminary allocation of the purchase price is as follows:

Tangible assets

$
107,651Intangible assets


42,800Goodwill


330,553Total purchase consideration

$
481,004


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

Three Months Ended June 30, 2002(in thousands, except per share amounts)

Andrew

Celiant
April 1, 2002
June 3, 2002

Pro Forma
Adjustments

Pro FormaSales

$
214,897

$
43,663



$
258,560Net Income


1,993


1,610

(2,223
)

1,380Diluted Shares


87,220




10,911


98,131Diluted Earnings Per Share

$
0.02






$
0.01


8

---

Nine Months Ended June 30, 2002(in thousands, except per share amounts)

Andrew

Celiant
October 1,2001
June 3, 2001

Pro Forma
Adjustments

Pro FormaSales

$
638,127

$
228,519



$
866,646Net Income

$
20,626


12,311

(8,893
)
$
24,044Diluted Shares


83,649




14,490


98,139Diluted Earnings Per Share

$
0.25






$
0.24


The
pro forma adjustments consist of interest expense net of applicable taxes and the non-deductible amortization of the intangible assets acquired in the Celiant
acquisition. The company estimates that it would have had to borrow an additional $63.0 million in notes payable if it completed the Celiant acquisition on October 1, 2001. The
calculation of the pro forma adjustments is as follows.

Pro Forma Adjustment Detail

2 Months

8 MonthsInterest expense on $63,000 at 3.0%

$
315

$
1,265Tax benefit on interest


(126
)

(506
)Amortization of $42,800 of Intangible Assets


2,034


8,134Total Pro Forma Adjustments

$
2,223

$
8,893


Celiant
was formed by Lucent Technologies' contribution of its power amplifier business to Celiant. Celiant started operations on June 1, 2001. Prior to this, Celiant did not
operate as a separate business unit of Lucent and thus did not produce separate financial statements. Because separate financial statements do not exist for Celiant, for periods prior to June of 2001,
the company is unable to provide pro forma financial data for fiscal year 2001.

In
the third quarter of 2002, the company also completed two smaller acquisitions. On April 24, 2002, the company acquired Quasar Microwave Technology Ltd. for
$14.9 million. Quasar Microwave Technology Ltd. is located in Devon, England and is a manufacturer of microwave and millimeter wave radio components. On April 15, 2002, the
company acquired selected assets of Antenna Bad Blankenburg for $3.0 million dollars. Antenna Bad Blankenburg is located in Bad Blankenburg, Germany and is a manufacturer of telematics
equipment for the auto industry. These acquisitions were
accounted for using the purchase method of accounting and resulted in $11.6 million of goodwill and $4.4 million of intangible assets. Pro forma results of operations, assuming these
transactions occurred at the beginning of the fiscal year, are not materially different from the reported results of operations.

NOTE HSEGMENT

The company manages its business as one operating segment. This segment serves commercial markets, including coaxial cable, terrestrial microwave systems,
wireless accessories and other products and services.

9

---



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Sales for the quarter ended June 30, 2002 were $214.9 million, 12.3% lower than the same period last fiscal year and up 7.6% from the quarter ending
March 31, 2002. With the exception of Europe, sales decreased in all major geographic areas compared to the third quarter of last year. These decreases were mostly due to the continued trend of
weak telecom equipment spending. Sequentially, sales in the U.S. and Europe increased, while sales in Canada, Latin America, and the Asia-Pacific region declined.

Wireless
infrastructure sales were up from the previous quarter, with growth in both the U.S. and Europe. U.S. wireless infrastructure sales included one month of Celiant sales, which
accounted for a majority of the U.S. increase. Compared to the third quarter of last year, wireless infrastructure sales were down as a whole, with growth only in Europe. A significant portion of this
decrease was in China. Wireless infrastructure sales were exceptionally strong in China during the third and fourth quarters of 2001. Fixed telecommunication sales were down both sequentially and
compared to last year, but did show strong growth in the European market compared to last quarter and the previous year. Sales in the broadcast and government market increased compared to last quarter
and compared to last year, due to growth in the U.S. and Canada. Wireless accessories and telematics sales have increased significantly compared to the second quarter and compared to last year.

On
a product line basis, cable and cable accessories remained flat compared to the previous quarter. Compared to last year, European sales increased while sales in other regions
declined. Terrestrial microwave sales increased sequentially during the quarter, but remained down when compared to the same period last year. Other antennas and support product sales increased for
the current quarter, boosted by power amplifier sales resulting from the Celiant acquisition. Due to the Celiant acquisition the company expects that power amplifier sales and sales to Lucent
Technologies will represent a significant portion of the company's total sales in the future. Compared to last year, there was strong growth in power amplifiers, government antennas, and broadcast
products, but not enough to offset decreases in equipment shelters, earth station antennas, installation services, and telecom services.

Sales
for the nine months ended June 30, 2002, were $638.1 million, 16.9% lower than the same period last fiscal year. The same trend of decreased spending on wireless
infrastructure and telecommunications networks that has negatively impacted the third quarter has negatively impacted the entire fiscal year of 2002. For the first nine months of fiscal year 2002,
sales to the wireless infrastructure and fixed telecommunications network markets have decreased in all geographic regions. Sales to the broadcast and government market showed modest growth, largely
due to strong sales of broadcast products in the U.S. in the first two quarters of the fiscal year. Wireless accessories decreased overall despite modest growth in telematics sales. From a product
standpoint, coaxial cable and terrestrial microwave sales decreased in all geographic regions. Other antennas and support products decreased due to a reduction in equipment shelters, field services,
earth station antennas and base station antennas. Other products included in this category, such as power amplifiers and broadcast products, grew significantly.

Gross
profit as a percentage of sales for the third quarter decreased to 26.3% from 30.1% for the third quarter of last year. Pricing pressure mainly drove the decrease in gross profit.
Average product prices were 5% to 12% lower than last year. Product mix also had a slight negative impact on gross profit. These factors were somewhat offset by continued cost reductions and
efficiency improvements. The Celiant acquisition had a slight negative impact on gross profit for the quarter. Currently, Celiant's gross profit margins are slightly lower than the overall gross
profit margin of the company. Despite the increased pricing pressure the company was able to keep the gross profit percentage flat at the same

10

---

26.3% as the second quarter largely due to improvements in manufacturing efficiencies and by cost reductions.

Operating
expenses for the third quarter decreased $2.1 million or 3.8% compared to last year. The decrease in operating expenses was driven by a 17.2% decrease in sales and
administrative expenses and was partially offset by a $4.0 million or 35.6% increase in research and development. Celiant accounted for $2.1 million of the increase in research and
development. The remaining $1.9 million increase was due to the company's increased spending on power amplifiers, base station antennas and repeaters. Sales and administrative expense decreased
17.2% or $7.4 million from last year. Excluding Celiant, sales and administrative expenses declined $9.0 million or 20.9% from last year. This decrease is due to the company's on going
cost reduction efforts, which have resulted in decreases in headcount, salaries and discretionary spending. Third quarter selling and administrative expenses contain $0.4 million of severance
costs relating to the company's cost reduction efforts. Also contributing to the decrease in administrative expenses were lower bonuses, profit sharing and the elimination of expense related to the
company's Russian telecommunication ventures, which were sold in December 2001. The decrease in selling and administrative expenses was also due to the company adopting the
non-amortization provisions of FASB Statement No. 142. Goodwill amortization included in administrative expenses was $1.2 million for the third quarter of fiscal year 2001.
In the third quarter, the company started reporting intangible amortization separately. The majority of this amortization expense is due to the $42.8 million of intangible assets acquired in
the Celiant acquisition.

On
a year to date basis, total operating expenses for the nine months ending June 30, 2002 decreased $11.0 million or 6.8%. This decrease was driven by a
$19.0 million or 14.8% decrease in sales and administrative expense. Excluding the impact of Celiant, selling and administrative expenses have
decreased 16.1% or $20.5 million. The company has taken steps throughout the year to reduce operating expenses, including staffing reductions, hiring freezes, an early retirement program and a
reduction in discretionary spending. Year to date operating expenses include $1.9 million of severance related costs due to these staff reductions.    While these cost cutting
efforts have reduced expenses, the company believes that more significant cost cutting efforts are necessary. The ongoing trend of weak capital expenditures in the wireless infrastructure and telecom
markets have led the company to consider additional cost cutting efforts. On July 18, 2002 the company announced that it expects to incur charges ranging from $60 to $100 million as a
result of these cost reduction efforts. The company has set a goal of reducing annual operating costs by $30.0 million through the possible consolidation of facilities, exiting
non-strategic business units, and identifying further reductions in discretionary spending. The company anticipates finalizing these plans in the fourth quarter. While these restructuring
efforts will negatively impact the company's short-term financial results, the company believes that these steps will significantly strengthen the company in the long term.

Total
other expense was $1.4 million for the third quarter of fiscal year 2001 and 2002. Compared to the third quarter of last year, net interest expense decreased
$1.0 million due to lower debt levels and higher short-term investments balances. This decrease was offset by a $1.0 million increase in other expenses due mostly to foreign
exchange losses generated by the weakening of the U.S. dollar. On a year to date basis, total other income/expense was income of $7.2 million for 2002 verses expense of $6.6 million for
2001. Net interest expense decreased $3.2 million due to lower debt levels and higher short-term investment balances. Other expense decreased $2.0 million mostly due to a
decrease in foreign exchange losses. Also contributing to this decline was the decrease in minority interest expense mostly due to the acquisition of the 30% minority interest in the company's
Brazilian operation in 2001. Other income includes an $8.7 million gain recognized in the first quarter of 2002 for the sale of the company's equity investments in Russian telecommunication
ventures.

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LIQUIDITY

Cash and cash equivalents decreased $11.5 million during the first nine months of fiscal year 2002 to $100.9 million. Working capital on
June 30, 2001 was $289.2 million compared to $376.1 million on September 30, 2001. Over the first nine months of fiscal year 2002, the company has increased its cash flow
form operations and reduced its capital expenditures. The decrease in working capital and cash balances was primarily driven by the $155.7 million net cash used for the Celiant acquisition.
While this acquisition had a negative impact on working capital, Celiant's results had a positive impact on cash flow from operations in the third quarter. The company recently announced that it
expects to implement restructuring plans that will result in $60 to $100 million of charges. While these actions will negatively impact liquidity, the company expects that less then half of
these restructuring charges will impact cash flow. Management believes that the company's strong working capital position, low debt levels and ability to generate cash flow from operations will allow
the company to meet its normal operating needs.

The
company generated $127.9 million of cash flow from operations over the first nine months of fiscal year 2002, 15.8% more than the $110.4 million generated in the first
nine months of fiscal year 2002. The improved cash flow from operations was mainly the result of decreases in accounts receivable and inventory due to lower sales volumes. The large decrease in
accounts receivable was also driven by improved collection efforts. Days sales in billed receivables were 73 days as of June 30, 2002, down from 79 days as of June 30, 2001
and flat with 73 days as of March 31, 2002.

The
company used $155.4 million of cash for investing activities. This was primarily due to the $173.6 million spent on three acquisitions in the third quarter. The largest
of these was the Celiant acquisition for which the company paid $214.3 million, consisting of $203.1 million in cash paid to the former stockholders of Celiant and another
$11.3 million paid for merger related costs. These payments were offset by the $58.7 million of cash that was acquired with Celiant, resulting in a net cash outlay of
$155.7 million. The company also completed two smaller acquisitions in the third quarter, acquiring Quasar Microwave Technologies Ltd. for $14.9 million and Antenna Bad
Blankenburg for $3.0 million. Capital expenditures were $32.7 million for the first nine months of 2002, a 41.4% decrease from 2001. The decrease in capital expenditures was due to less
spending on the company's manufacturing facilities and lower expenditures for management information systems. The decrease in capital expenditures for manufacturing facilities was due largely to
expenditures made in 2001 for expansion of the company's China manufacturing facilities. Investing activities also includes $50.3 million that the company received from the sale of its
investments in Russian telecommunication ventures and its wholly owned telecommunications subsidiary, which were sold in December 2001.

The
company generated $9.7 million from financing activities in the first nine months of fiscal year 2002. The company reduced its long-term debt by
$20.6 million in the first nine months of 2002. This was mostly due to the company paying off $19.3 million of long-term debt in China in the second quarter. The company had
used this debt to finance expansion in China and was able to pay this debt off with cash generated from the operations in China. The company borrowed a net additional $28.2 million of notes
payable in the first nine months of the year. Over the first six months of the year the company repaid $38.8 million of notes payable, most of which was due to the repayment of
$35.5 million of Swiss franc denominated notes payable. The company used these notes payable to protect the value of short-term Swiss franc investments held in Europe. In the third
quarter, the company increased its notes payable borrowing by $67.0 million. This was primarily due to an additional $60.0 million borrowed under the company's revolving credit agreement
to finance the Celiant acquisition.

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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Form 10-Q under "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in the "Notes to Consolidated Financial Statements." In addition, we or our representatives may make other written or oral statements that constitute forward-looking statements.
Forward-looking statements are based on management's beliefs and assumptions and on information currently available to them. These
statements often contain words like believe, expect, anticipate, intend, contemplate, seek, plan, estimate or similar expressions. We make these statements under the protection afforded them by
Section 21E of the Securities Exchange Act of 1934.

Forward-looking
statements involve risks, uncertainties and assumptions, including those discussed in this report. We operate in a continually changing business environment, and new risk
factors emerge from time to time. We cannot predict those risk factors, nor can we assess the impact, if any, of those risk factors on our business or the extent to which any factors may cause actual
results to differ materially from those projected in any forward-looking statements. Forward-looking statements do not guarantee future performance, and you should not put undue reliance on them.

While
Andrew Corporation's management is optimistic about the company's long-term prospects, you should consider the risks and uncertainties in evaluating its growth outlook.
Risks that may affect us include the volatility of our stock price, fluctuations in our operating results, the impact of economic fluctuations, intense competition and pricing pressure, rapid
technological change and pressure for us to develop new products and risks associated with our international operations. For a more complete discussion of these and other risks, uncertainties and
assumptions that may affect us, see "management's discussion and analysis of financial conditions and results of operationsrisk factors" contained in Exhibit 13 to our Annual
Report on From 10-K for the fiscal year ended September 30, 2001 and discussions in subsequent filings that describe risk factors that could cause results to differ materially from
those projected in the forward-looking statements contained herein.

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PART IIOTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K

(a)  EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------
|10.1*       |  | Supply Agreement dated as of June 1, 2001 between Lucent Technologies Inc. and Celiant Corporation
|10.2*       |  | Letter Agreement dated January 25, 2002 between Lucent Technologies Inc. and Celiant Corporation. 
|10.3        |  | Employment Agreement dated as of June 4,2002 between Andrew Corporation and Ralph E. Faison       
|99.1        |  | Certificate of Chief Executive and Chief Financial Officers                                       

(b)  Reports on Form 8-K

On June 19, 2002, the Company filed a Form 8-K announcing under Item 2 of Form 8-K, the June 4, 2002
completion the company's acquisition of Celiant Corporation.

On
August 6, 2002, the company filed a Form 8-K/A amending the June 19, 2002 Form 8-K. This Form 8-K/A contained
the financial statements and pro-forma financial statements required under Item 2 of Form 8-K for the Celiant acquisition.

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SIGNATURES

Pursuant
to the requirements 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.

|Date August 13, 2002 |  | By: |  | /s/CHARLES R. NICHOLASCharles R. Nicholas
Chief Financial Officer and Vice Chairman
(Duly Authorized Officer and Principal Financial Officer)
|-------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

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