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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2001.

OR

|/ / | 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 /x/  No / /

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81,394,864 shares as of April 30, 2001

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INDEX  ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                 
|---------- |  | --------------------------------------------------------------------------------------
|Item 1.    |  | Financial Statements (Unaudited)                                                      
|           |  | Consolidated balance sheetsMarch 31, 2001 and September 30, 2000.                    
|           |  | Consolidated statements of incomeThree and six months ended March 31, 2001 and 2000. 
|           |  | Consolidated statements of cash flowsSix months ended March 31, 2001 and 2000.       
|           |  | Notes to consolidated financial statementsMarch 31, 2001.                            
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.
|PART II.   |  | OTHER INFORMATION                                                                     
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   
|Item 6.    |  | Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES |  |                                                                                       

2

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ANDREW CORPORATION
CONSOLIDATED BALANCE SHEET
(In Thousands)

|                                                                                                                     |                                                | March 31
2001 |          | September 30
2000 |  
|-------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ------------- | -------- | ----------------- | -
|
|ASSETS                                                                                                               |                                                |               |          |                   |  
|Current Assets                                                                                                       |                                                |               |          |                   |  
|Cash and cash equivalents                                                                                            |                                                | $             | 57,000   |                   | $
|Accounts Receivable, less allowances (March$4,135; September$2,983)                                                |                                                |               | 223,580  |                   |  
|Inventories                                                                                                          |                                                |               |          |                   |  
|                                                                                                                     | Finished products                              |               |          | 74,764            |  
|                                                                                                                     | Materials and work in process                  |               |          | 130,704           |  
|                                                                                                                     |                                                |               |          |                   |  
|                                                                                                                     |                                                |               | 205,468  |                   |  
|Miscellaneous current assets                                                                                         |                                                |               | 8,226    |                   |  
|                                                                                                                     |                                                |               |          |                   |  
|Total Current Assets                                                                                                 |                                                |               | 494,274  |                   |  
|Other Assets                                                                                                         |                                                |               |          |                   |  
|Cost in excess of net assets of businesses acquired, less accumulated amortization (March$10,871; September$8,625) |                                                |               | 36,137   |                   |  
|Investments in and advances to affiliates                                                                            |                                                |               | 41,844   |                   |  
|Other assets                                                                                                         |                                                |               | 6,885    |                   |  
|Property, Plant, and Equipment                                                                                       |                                                |               |          |                   |  
|Land and land improvements                                                                                           |                                                |               | 19,612   |                   |  
|Building                                                                                                             |                                                |               | 92,820   |                   |  
|Equipment                                                                                                            |                                                |               | 404,069  |                   |  
|Allowances for depreciation                                                                                          |                                                |               | (305,508 | )                 |  
|                                                                                                                     |                                                |               |          |                   |  
|                                                                                                                     |                                                |               | 210,993  |                   |  
|                                                                                                                     |                                                |               |          |                   |  
|Total Assets                                                                                                         |                                                | $             | 790,133  |                   | $
|                                                                                                                     |                                                |               |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 |                                                |               |          |                   |  
|Current Liabilities                                                                                                  |                                                |               |          |                   |  
|Notes payable                                                                                                        |                                                |               | 35,625   |                   |  
|Accounts payable                                                                                                     |                                                |               | 45,566   |                   |  
|Accrued expenses and other liabilities                                                                               |                                                |               | 17,830   |                   |  
|Compensation and related expenses                                                                                    |                                                |               | 17,270   |                   |  
|Income taxes                                                                                                         |                                                |               | 6,010    |                   |  
|Current portion of long-term debt                                                                                    |                                                |               | 6,282    |                   |  
|                                                                                                                     |                                                |               |          |                   |  
|Total Current Liabilities                                                                                            |                                                |               | 128,583  |                   |  
|Deferred Liabilities                                                                                                 |                                                |               | 24,685   |                   |  
|LONG-TERM DEBT, less current portion                                                                                 |                                                |               | 64,752   |                   |  
|MINORITY INTEREST                                                                                                    |                                                |               | 2,205    |                   |  
|STOCKHOLDERS' EQUITY                                                                                                 |                                                |               |          |                   |  
|Common stock (par value, $.01 a share:                                                                               |                                                |               |          |                   |  
|                                                                                                                     | 400,000,000 shares authorized;                 |               |          |                   |  
|                                                                                                                     | 102,718,210 shares issued, including treasury) |               |          | 1,027             |  
|Additional paid-in capital                                                                                           |                                                |               | 65,749   |                   |  
|Retained earnings                                                                                                    |                                                |               | 790,223  |                   |  
|Accumulated other comprehensive income                                                                               |                                                |               | (41,304  | )                 |  
|Treasury stock, at cost (21,323,346 shares in March; 21,476,101 shares in September)                                 |                                                |               | (245,787 | )                 |  
|                                                                                                                     |                                                |               |          |                   |  
|                                                                                                                     |                                                |               | 569,908  |                   |  
|                                                                                                                     |                                                |               |          |                   |  
|TOTAL LIABILITIES AND EQUITY                                                                                         |                                                | $             | 790,133  |                   | $
|                                                                                                                     |                                                |               |          |                   |  

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 March 31 |         | Six Months Ended March 31 |  
|------------------------------------ | ------- | --------------------------- | ------- | ------------------------- | -
|
|Sales                                |         | $                           | 234,526 |                           | $
|Cost of products sold                |         |                             | 167,627 |                           |  
|                                     |         |                             |         |                           |  
|Gross Profit                         |         |                             | 66,899  |                           |  
|Operating Expenses                   |         |                             |         |                           |  
|Research and development             |         |                             | 12,312  |                           |  
|Sales and administrative             |         |                             | 42,405  |                           |  
|                                     |         |                             |         |                           |  
|                                     |         |                             | 54,717  |                           |  
|                                     |         |                             |         |                           |  
|Operating Income                     |         |                             | 12,182  |                           |  
|Other                                |         |                             |         |                           |  
|Interest expense                     |         |                             | 1,733   |                           |  
|Interest income                      |         |                             | (440    | )                         |  
|Other (income) expense, net          |         |                             | (1,116  | )                         |  
|                                     |         |                             |         |                           |  
|                                     |         |                             | 177     |                           |  
|                                     |         |                             |         |                           |  
|Income Before Taxes                  |         |                             | 12,005  |                           |  
|Income taxes                         |         |                             | 3,842   |                           |  
|                                     |         |                             |         |                           |  
|Net Income                           |         | $                           | 8,163   |                           | $
|                                     |         |                             |         |                           |  
|Basic and Diluted Earnings per Share |         | $                           | 0.10    |                           | $
|                                     |         |                             |         |                           |  
|Average Shares Outstanding           |         |                             |         |                           |  
|                                     | Basic   |                             |         | 81,394                    |  
|                                     |         |                             |         |                           |  
|                                     | Diluted |                             |         | 81,515                    |  
|                                     |         |                             |         |                           |  

See Notes to Consolidated Financial Statements

4

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

|                                             |                                                               | Six Months Ended
March 31 |        
|-------------------------------------------- | ------------------------------------------------------------- | ------------------------- | -------
|
|Cash Flows from Operations                   |                                                               |                           |        
|Net income                                   |                                                               | $                         | 29,092 
|Adjustments to Net Income                    |                                                               |                           |        
|                                             | Restructuring costs                                           |                           |        
|                                             | Depreciation and amortization                                 |                           |        
|                                             | Decrease (increase) in accounts receivable                    |                           |        
|                                             | Increase in inventories                                       |                           |        
|                                             | Decrease in misc. current and other assets                    |                           |        
|                                             | Decrease in receivables from affiliates                       |                           |        
|                                             | (Decrease) increase in accounts payable and other liabilities |                           |        
|                                             | Other                                                         |                           |        
|                                             |                                                               |                           |        
|Net Cash From Operations                     |                                                               |                           | 68,063 
|Investing Activities                         |                                                               |                           |        
|                                             | Capital expenditures                                          |                           |        
|                                             | 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        |                                                               |                           | (37,079
|Financing Activities                         |                                                               |                           |        
|                                             | Long-term (payments), net                                     |                           |        
|                                             | Short-term (payments) borrowings, net                         |                           |        
|                                             | Purchase of treasury stock                                    |                           |        
|                                             | Stock purchase and option plans                               |                           |        
|                                             |                                                               |                           |        
|Net Cash (Used In) From Financing Activities |                                                               |                           | (18,413
|Effect of exchange rates on cash             |                                                               |                           | (436   
|                                             |                                                               |                           |        
|Total Increase (Decrease) for the Period     |                                                               |                           | 12,135 
|Cash and equivalents at beginning of period  |                                                               |                           | 44,865 
|                                             |                                                               |                           |        
|Cash and equivalents at end of period        |                                                               | $                         | 57,000 
|                                             |                                                               |                           |        

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 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
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 six month periods ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year
ending September 30, 2001. 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, 2000.

NOTE BEARNINGS PER SHARE

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

Three Months Ended
March 31

Six Months Ended
March 312001

2000

2001

2000(In thousands, except per share amounts)BASIC EARNINGS PER SHARENumerator:Numerator for net income per share

$
8,163

$
17,300

$
29,092

$
34,067Denominator:Weighted average shares outstanding


81,394


80,565


81,355


80,865Net income per sharebasic

$
0.10

$
0.21

$
0.36

$
0.42DILUTED EARNINGS PER SHARENumerator:Numerator for net income per share

$
8,163

$
17,300

$
29,092

$
34,067Denominator:Weighted average shares outstanding


81,394


80,565


81,355


80,865Effect of dilutive securities:Stock options


121


474


194


29581,515


81,039


81,549


81,160Net income per sharediluted

$
0.10

$
0.21

$
0.36

$
0.42


Options
to purchase 3,656,467 shares of common stock, at prices ranging from $18.19 - $38.17 per share, were not included in the computation of diluted earnings
per share for the six months ended March 2001 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 658,224 shares of
common stock, at prices ranging from $24.50 - $38.17 per share, were not included in the six months ended March 2000 diluted earnings per share calculation because the options' exercise prices
were higher than the average market price of the common shares.

NOTE CBUSINESS AQUISITIONS

In January 2001, the company purchased the 30% minority interest in the company's Brazilian operations for $7.0 million giving the company 100%
ownership of this operation. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. This acquisition was
accounted for as a purchase, resulting in $0.3 million of goodwill. Pro forma net income, assuming this acquisition occurred on October 1, 1999, would not have been materially different
from the reported results of operations.

6

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NOTE D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. Comprehensive income for the six months ended March 31, 2001
and 2000 amounted to $23,589,000 and $28,910,000, respectively. Comprehensive income(loss) for the three months ended March 31, 2001 and 2000 amounted to ($221,000) and $13,723,000,
respectively.

NOTE ERECENTLY ISSUED ACCOUNTING POLICIES

In July 2000, the FASB's Emerging Issues Task Force (EITF) reached a conclusion on EITF Issue 00-10, accounting for shipping and handling fees and
costs. The company will adopt EITF Issue 00-10 starting in the fourth quarter of fiscal year 2001. Adoption of Issue 00-10 will not have a material effect on the company's financial statements. EITF
Issue 00-10 requires that shipping and handling expenses billed to customers be recorded as part of sales revenue. The related expenses are required to be recorded in cost of products sold or
elsewhere in the income statement with adequate disclosure. The company currently passes any shipping costs on to its customers at cost and does not record any shipping charges as part of sales
revenue or cost of products sold. Adoption of EITF Issue 00-10 will not impact income or gross profit but will cause the gross profit percentage to decrease from what has historically been reported.

In
December 1999, the staff of the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." The company will adopt SAB No. 101 in the fourth quarter of fiscal year 2001. Adoption of SAB No. 101 is not expected to have a material effect on the company's financial
statements.

NOTE FADOPTION OF NEW ACCOUNTING POLICIES

As of October 1, 2001, the company has adopted the Financial Accounting Standard Board's (FASB) statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by FASB statement No. 138. These statements require that all derivatives be recorded on the balance sheet at fair value. Derivatives that are not
designated as hedges must be adjusted to fair value through income. Changes in the fair value of derivatives designated as hedges will either be offset against the hedged item or in other
comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of derivatives that are designated as hedges will be immediately recognized
into earnings. The adoption of these FASB statements did not have a material effect on the company's results of operations.

At
March 31, 2001, the company had several forward contracts in place to hedge the expected cash flow from an inter-company, Canadian dollar debt instrument. The fair value of
these forward contracts resulted in an asset of $0.3 million as of March 31, 2001. The perfectly effective portion of the change in fair value of these hedge instruments has been offset
by the change in value of this debt instrument or recorded in other comprehensive income. The ineffective portion of these cash flow hedges has been recognized into earnings and has not had a material
impact on earnings.

NOTE G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.

7

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

RESULTS OF OPERATIONS

Sales for the quarter ended March 31, 2001 were $234.5 million, 3.4% lower than the same period last fiscal year. A slow down in spending on
infrastructure by U.S. wireless service providers drove the decline in sales. Sales to the U.S. wireless infrastructure market, principally cable sales, were down compared to the
exceptionally strong second quarter of fiscal year 2000. The European wireless infrastructure market remained strong, showing good growth, while sales in other regions declined or were flat. Fixed
telecommunications network sales declined, mostly in the U.S. and Canada. Sales to the broadcast market increased, principally in the U.S. Wireless accessory sales declined slightly despite the fact
that sales to the automotive industry continued to show strong growth. From a product standpoint cable sales decreased while terrestrial microwave, broadcast and earth station antennas all showed
double-digit growth for the quarter compared to the second quarter of last fiscal year.

Sales
for the six months ended March 31, 2001 were $515.0 million, 8.2% higher than the first six months of last fiscal year. This growth in sales was due to the 20.1% increase
in the first quarter of the fiscal year versus the first quarter of fiscal year 2000. Strong sales to the wireless infrastructure market in North America, Asia and Europe drove this increase. Due to a
strong first quarter, sales have increased across all major markets and geographic areas for fiscal year 2001, compared to fiscal year 2000.

Gross
margin as a percentage of sales was 28.5% in the second quarter of 2001, compared to 32.1% for the same period last fiscal year. Gross margin decreased approximately 6.0 points
due to lower prices, mainly due to lower cable and connector prices. Product mix caused approximately a 1.0 point decline in margin. These factors were offset by efficiency improvements that increased
gross margin 3.4 points. Gross margin as a percentage of sales was 30.4% and 32.3% for the first six months of fiscal year 2001 and 2000, respectively. This decrease was due to pricing pressure, which
was partially offset by increases in volume and improvements in production efficiency.

Operating
expenses as a percentage of sales were 23.3% in the second quarter of 2001, compared to 20.1% in the second quarter of 2000. Operating expenses increased 12.0% or
$5.9 million primarily due to a 40.0% or $3.5 million increase in research and development expense. The company has continued to expand its efforts to develop products for existing and new
markets. Major research and development efforts have been centered on power amplifiers, satellite modems and broadband wireless products, including antennas and repeaters. Sales and administrative
expenses increased 5.8% or $2.3 million. This was due to an increase in sales expense related to heightened sales efforts, especially in the Asia-Pacific region. Operating expenses as a percentage of
sales remained relatively flat at 21.1%, compared to 21.0% for the first six months of 2001 and 2000, respectively. Year to date operating expenses increased 8.7% or $8.7 million compared to last
year. This was primarily due to a 29.1% or $5.4 million increase in research and development expenses.

Compared
to fiscal year 2000, interest expense decreased $0.6 million for the quarter and increased $0.4 million for the first six months of the fiscal year. The
fluctuations in interest expense were driven by fluctuations in short-term borrowing, which decreased during fiscal year 2001. Other (income) / expense, net was income of $1.1 million for the
quarter compared to expense of $1.9 million for the second quarter of 2000. This was largely due to an increase in foreign exchange gains and the elimination of minority interest expense for
the company's Brazilian operations. For the first six months of the year other (income)/expense, net was expense of $2.1 million versus $1.2 million for the same
period in fiscal year 2000. This increase was primarily due to foreign exchange losses recognized in the first quarter of 2001.

LIQUIDITY

Cash and cash equivalents increased $12.1 million during the first half of fiscal 2001 to $57.0 million. Working capital totaled $365.7 million at
March 31, 2001, compared to $350.7 million at September 30,

8

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2000. Management believes the current working capital level is adequate to meet the company's normal operating needs. For the first half of fiscal year 2001 the company generated $68.1 million
of cash flow from operations primarily from: $29.1 million of earnings, non-cash charges of $24.8 million for depreciation and amortization, and $36.4 million from the decrease in
accounts receivable. The company generated $6.6 million of cash flow from operations in the first six months of 2000. For fiscal year 2001, the company has seen a normal seasonal trend with
sales decreasing sequentially in the first and second quarter. The decrease in sales generated cash flow from operations as accounts receivable decreased and inventory levels grew modestly. In fiscal
year 2000, the company saw exceptionally strong sales. Unlike the normal seasonal trends experienced by the company, sales grew sequentially in the first and second quarter of 2000. This growth in
sales required the company to use cash to fund the growth in inventory and accounts receivable. The time required to collect accounts receivable remained relatively constant. Days sales in billed
receivables increased slightly to 81 days from 79 days as of March 31, 2001 and March 31, 2000, respectively.

Net
cash used in investing activities during the first half of fiscal year 2001 was $37.1 million. Capital expenditures were $41.2 million. Substantial portions of these
expenditures were focused on increasing cable production efficiency and capacity, especially in China and Brazil. In January 2001, the company acquired the 30.0% minority ownership in the
company's Brazilian operations for $7.0 million. The company made a $6.0 million dollar payment in January 2001 and will make another $1.0 million payment within one year
of the purchase date. In December 2000, the company paid $0.3 million of additional purchase consideration to certain Conifer Corporation shareholders as part of the December 1999
acquisition agreement. In the first six months of fiscal year 2000, the company acquired Conifer Corporation for $13.0 million and the controlling interest in Comtier Corporation for
$2.0 million. The company's investment in its Russian joint telecommunications ventures decreased by $9.9 million during the first six months of year due to the refinancing of
$7.9 million of advances from the company with bank financing guaranteed by the company.

Net
cash used in financing activities for the first six months of the year was $18.4 million, mainly due to reduction of debt. The company decreased its long-term debt by
$8.9 million, due mostly to the payment of $8.8 million in the first quarter by the company's Brazilian operations. The company has reduced its short-term borrowing under its revolving
credit agreements by $9.9 million during the year.

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."
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 Andrew's Annual Report on Form 10-K for the year ended September 30, 2000.

9

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PART IIOTHER INFORMATION

ITEM 4. Submission of Matters to A Vote of Security Holders

(a) Andrew's Annual Meeting of Stockholders was held on February 13, 2001

(b) Items submitted to a vote

Nominee

For

Against

Broker/Non-Votes

AbstentionsJ. G. Bollinger

74,092,721

0

0

1,817,480G.M. Campbell

74,817,711

0

0

1,092,490T.A. Donahoe

74,804,424

0

0

1,105,777F.L. English

73,829,266

0

0

2,080,935E. A. Fetter

74,807,049

0

0

1,103,152J. D. Fluno

74,810,177

0

0

1,093,637W. O. Hunt

73,254,832

0

0

2,655,369C.R. Nicholas

74,792,263

0

0

1,117,938G. O. Toney

74,779,782

0

0

1,130,419


2.
The selection of Ernst & Young to serve as independent public auditors for fiscal year 2001. The selection of Ernst & Young as independent auditors was ratified by votes of 75,419,860
for, 132,034 against, and 358,307 abstentions.

Item 6. Exhibits and reports on Form 8-K

(a) Exhibit index

Exhibit
No.

Description10

Unsecured line of credit agreement with Bank One, NA London Branch dated January 19, 2001.


(b) Reports on form 8-K

No
reports on Form 8-K were filed during the quarter ended March 31, 2001.

10

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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.

| |  | By: |  | /s/GREGORY F. MARUSZAKGregory F. Maruszak
Vice President Finance and Administration, and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date
May 11, 2001

11

---

EXHIBIT INDEX

|Exhibit
No. |  | Description                                                                               
|----------- |  | ------------------------------------------------------------------------------------------
|10          |  | Unsecured line of credit agreement with Bank One, NA London Branch, dated January 19, 2001

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