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SECURITIES AND EXCHANGE COMMISSIONWashington, DC 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 December 31, 1999.

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80,545,972 shares as of January 31, 2000

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## 

INDEX ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                 
|---------- |  | --------------------------------------------------------------------------------------
|Item 1.    |  | Financial Statements (Unaudited)                                                      
|           |  | Consolidated balance sheetsDecember 31, 1999 and September 30, 1999.                 
|           |  | Consolidated statements of incomeThree months ended December 31, 1999 and 1998.      
|           |  | Consolidated statements of cash flowsThree months ended December 31, 1999 and 1998.  
|           |  | Notes to consolidated financial statementsDecember 31, 1999.                         
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.
|PART II.   |  | OTHER INFORMATION                                                                     
|Item 6.    |  | Exhibits and Reports on Form 8-K.                                                     
|Exhibit 27 |  | Financial Data Schedule for the period ended December 31, 1999.                       
|           |  |                                                                                       

SIGNATURES

## 

ANDREW CORPORATION CONSOLIDATED BALANCE SHEET (In Thousands)

|                                                                                                               |  | December 31,
1999 |          | September 30,
1999 |  
|-------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | ------------------ | -
|
|ASSETS                                                                                                         |  |                   |          |                    |  
|Current Assets                                                                                                 |  |                   |          |                    |  
|Cash and Cash Equivalents                                                                                      |  | $                 | 13,795   |                    | $
|Accounts Receivable, less allowances
(Dec. $2,928; Sept. $3,403)                                               |  |                   | 214,462  |                    |  
|Inventories                                                                                                    |  |                   |          |                    |  
|Finished Products                                                                                              |  |                   | 59,110   |                    |  
|Materials and Work in Process                                                                                  |  |                   | 132,131  |                    |  
|                                                                                                               |  |                   |          |                    |  
|                                                                                                               |  |                   | 191,241  |                    |  
|Miscellaneous Current Assets                                                                                   |  |                   | 8,552    |                    |  
|                                                                                                               |  |                   |          |                    |  
|Total Current Assets                                                                                           |  |                   | 428,050  |                    |  
|Other Assets                                                                                                   |  |                   |          |                    |  
|Cost in excess of net assets of businesses acquired, less accumulated amortization (Dec. $5,437; Sept. $4,654) |  |                   | 35,889   |                    |  
|Investments in and Advances to Affiliates                                                                      |  |                   | 53,911   |                    |  
|Other assets                                                                                                   |  |                   | 10,950   |                    |  
|Property, Plant, and Equipment                                                                                 |  |                   |          |                    |  
|Land and land improvements                                                                                     |  |                   | 18,016   |                    |  
|Buildings                                                                                                      |  |                   | 91,359   |                    |  
|Equipment                                                                                                      |  |                   | 347,743  |                    |  
|Allowances for Depreciation                                                                                    |  |                   | 283,500  |                    |  
|                                                                                                               |  |                   |          |                    |  
|                                                                                                               |  |                   | 173,618  |                    |  
|                                                                                                               |  |                   |          |                    |  
|TOTAL ASSETS                                                                                                   |  | $                 | 702,418  |                    | $
|                                                                                                               |  |                   |          |                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                           |  |                   |          |                    |  
|Current Liabilities                                                                                            |  |                   |          |                    |  
|Notes Payable                                                                                                  |  | $                 | 36,927   |                    | $
|Accounts Payable                                                                                               |  |                   | 51,827   |                    |  
|Restructuring Reserve                                                                                          |  |                   | 11,291   |                    |  
|Accrued expenses and other liabilities                                                                         |  |                   | 23,091   |                    |  
|Compensation and related expenses                                                                              |  |                   | 15,456   |                    |  
|Income taxes                                                                                                   |  |                   | 3,290    |                    |  
|Current portion of long-term debt                                                                              |  |                   | 8,337    |                    |  
|                                                                                                               |  |                   |          |                    |  
|Total Current Liabilities                                                                                      |  |                   | 150,219  |                    |  
|Deferred Liabilities                                                                                           |  |                   | 19,683   |                    |  
|Long-term debt, less current portion                                                                           |  |                   | 48,300   |                    |  
|Minority Interest                                                                                              |  |                   | 7,878    |                    |  
|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                                                                                     |  |                   | 56,253   |                    |  
|Accumulated other comprehensive income                                                                         |  |                   | (23,330  | )                  |  
|Retained earnings                                                                                              |  |                   | 698,296  |                    |  
|Treasury stock, at cost (22,208,759 shares in Dec.;
20,527,072 shares in Sept.)                                |  |                   | (255,908 | )                  |  
|                                                                                                               |  |                   |          |                    |  
|                                                                                                               |  |                   | 476,338  |                    |  
|                                                                                                               |  |                   |          |                    |  
|TOTAL LIABILITIES AND EQUITY                                                                                   |  | $                 | 702,418  |                    | $
|                                                                                                               |  |                   |          |                    |  



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

|                                                                           |  | Three Months Ended
December 31 |        
|-------------------------------------------------------------------------- |  | ------------------------------ | -------
|
|Sales                                                                      |  | $                              | 233,568
|Cost of products sold                                                      |  |                                | 157,524
|                                                                           |  |                                |        
|Gross Profit                                                               |  |                                | 76,044 
|Operating Expenses                                                         |  |                                |        
|Research and development                                                   |  |                                | 9,646  
|Sales and administrative                                                   |  |                                | 41,489 
|                                                                           |  |                                |        
|                                                                           |  |                                | 51,135 
|Operating Income                                                           |  |                                | 24,909 
|Other                                                                      |  |                                |        
|Interest expense                                                           |  |                                | 1,378  
|Interest income                                                            |  |                                | (385   
|Other (income) expense                                                     |  |                                | (738   
|                                                                           |  |                                |        
|                                                                           |  |                                | 255    
|Income Before Taxes                                                        |  |                                | 24,654 
|Income Taxes                                                               |  |                                | 7,888  
|                                                                           |  |                                |        
|Net Income                                                                 |  | $                              | 16,766 
|                                                                           |  |                                |        
|Basic and Diluted Net Income per Average Share of
Common Stock Outstanding |  | $                              | 0.21   
|                                                                           |  |                                |        
|Average Basic Shares Outstanding                                           |  |                                | 81,161 
|                                                                           |  |                                |        
|Average Diluted Shares Outstanding                                         |  |                                | 81,276 
|                                                                           |  |                                |        



## 

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

|                                                              |  | Three Months Ended
December 31 |        
|------------------------------------------------------------- |  | ------------------------------ | -------
|
|Cash Flows from Operations
Net Income                         |  | $                              | 16,766 
|Adjustments to Net Income
Restructuring Costs                 |  |                                | (432   
|Depreciation and amortization                                 |  |                                | 10,173 
|(Increase) in accounts receivable                             |  |                                | (14,894
|(Increase) in inventories                                     |  |                                | (24,639
|Decrease (increase) in miscellaneous current and other assets |  |                                | 1,836  
|Decrease (increase) in receivables from affiliates            |  |                                | 18     
|Increase (decrease) in accounts payable
and other liabilities |  |                                | 7,931  
|Other                                                         |  |                                | 459    
|                                                              |  |                                |        
|Net Cash (Used in) From Operations                            |  |                                | (2,782 
|Investing Activities
Capital Expenditures                     |  |                                | (18,745
|Acquisition of businesses, net of cash received               |  |                                | (14,929
|Investments in and advances to affiliates                     |  |                                | 2,646  
|Proceeds from sale of property, plant
and equipment           |  |                                | 69     
|                                                              |  |                                |        
|Net Cash Used in Investing Activities                         |  |                                | (30,959
|Financing Activities
Long-term (payments) borrowingsnet      |  |                                | (972   
|Short-term borrowings (payments)net                          |  |                                | 33,065 
|Purchase of treasury stock                                    |  |                                | (24,630
|Stock purchase and option plans                               |  |                                | 1,784  
|                                                              |  |                                |        
|Net Cash From (Used in) Financing Activities                  |  |                                | 9,247  
|Effect of exchange rate changes on cash                       |  |                                | 2      
|                                                              |  |                                |        
|Decrease for the Period                                       |  |                                | (24,492
|Cash and equivalents at beginning of period                   |  |                                | 38,287 
|                                                              |  |                                |        
|Cash and equivalents at end of period                         |  | $                              | 13,795 
|                                                              |  |                                |        



## 

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 month period ended December 31, 1999 are not necessarily indicative of the results that may be expected for the year ending
September 30, 2000. 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, 1999.

NOTE BEARNINGS PER SHARE

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

|                                    |  | Three Months Ended
December 31
|----------------------------------- |  | ------------------------------
|
|
|BASIC EARNINGS PER SHARE            |  |                               
|Numerator:                          |  |                               
|Numerator for net income per share  |  | $                             
|Denominator:                        |  |                               
|Weighted average shares outstanding |  |                               
|                                    |  |                               
|Net income per sharebasic          |  | $                             
|                                    |  |                               
|DILUTED EARNINGS PER SHARE          |  |                               
|Numerator:                          |  |                               
|Numerator for net income per share  |  | $                             
|Denominator:                        |  |                               
|Weighted average shares outstanding |  |                               
|Effect of dilutive securities:      |  |                               
|Stock options                       |  |                               
|                                    |  |                               
|                                    |  |                               
|                                    |  |                               
|Net income per sharediluted        |  | $                             

Options
to purchase 3,056,570 shares of common stock, at prices ranging from $15.13 - $38.17 per share, were not included in the computation of diluted earnings per share for the
three months ended December 1999 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 2,899,000 shares of common stock, at
prices ranging from $17.11 - $38.17 per share, were not included in the December 1998 diluted earnings per share calculation because the options' exercise prices were higher than the average
market price of the common shares.

NOTE CCOMPREHENSIVE INCOME

In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." Statement No. 130
establishes new rules for the reporting and display of

comprehensive income and its components. The adoption of this statement had no impact on the
company's net income or stockholders' equity. Statement No. 130 requires the company to report foreign currency translation adjustments, which were previously reported as a separate component
of stockholders' equity, as a component of other comprehensive income. Prior year financial statements have been reclassified to conform with the requirements of Statement No. 130.
Comprehensive income for the three months ended December 31, 1999 and 1998 amounted to $15,191,000 and $21,368,000 respectively.

NOTE DRESTRUCTURING

In March 1999, the company initiated a plan to restructure the manufacturing operations of its towers and wireless accessories businesses, phase out of
its AVS small aperture earth station product line and divest itself of its SciComm government electronics business.

In
connection with restructuring plans, approximately 600 employees and 280 temporary/contract workers will be terminated. Estimated employee termination costs of $5.2 million
were accrued in the second quarter of 1999. In addition to termination costs, the total restructuring reserve of $36.7 included a goodwill write-off of $14.1 million, long-term lease
commitments of $3.5 million and inventory, equipment and other asset write-downs of $13.9 million.

Actual
costs charged against the restructuring liability in the first quarter of 2000 were $0.8 million, including termination costs of $0.4 million paid to 63
terminated employees and inventory write-downs of $0.4 million. Cumulative costs that have been charged against the $36.7 million restructuring liability since March of 1999 are
$25.4 million. This $25.4 million includes termination cost of $3.2 million paid to 487 terminated employees, a $14.1 million goodwill write-off and inventory and other
asset write-downs of $7.8 million. The company expects to complete the restructuring prior to September 30, 2000.

NOTE E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.

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

RESULTS OF OPERATIONS

Sales for the quarter ended December 31, 1999 were $233.6 million, 6.9% higher than the same period last fiscal year. The increase was due to
growth in sales to the wireless infrastructure market, which increased significantly over the first quarter of last fiscal year. The wireless infrastructure market showed substantial increases in the
U.S. and Asia. Sales to the fixed telecommunications network market decreased sharply due to a decrease in large terrestrial microwave antenna projects. Sales to the Broadcast and Government market
were relatively flat. Wireless Accessory sales increased modestly.

From
a product standpoint coaxial cable sales increased significantly, driven by large increases in Asia, primarily China. Terrestrial microwave sales decreased. Special antennas and
other products increased due mainly to equipment shelter and base station antenna sales to the wireless infrastructure market.

Gross
margin as a percentage of sales was 32.6% in the first quarter compared to 36.4% in the first quarter of last fiscal year. The decrease in gross margin is mainly driven by
competitive market conditions and increased pricing pressure in the cable market. On a sequential basis, gross margin improved 1.1%

from a gross margin percentage of 31.5% for the quarter ending September 30, 1999. This improvement was due to increased volume and better product mix.

Operating
expenses as a percentage of sales were 21.9% in the first quarter of 2000, compared to 20.4% for the same period last fiscal year. This increase was due to additional
research and development expense, which increased 71.3% from $5.6 million to $9.6 million as a result of accelerated efforts to develop new products and move into new markets. Sales and
administrative expense remained flat at 17.8% of revenue for both the first quarter of fiscal years 2000 and 1999.

Interest
expense remained relatively unchanged compared to the same period last fiscal year. Interest income decreased $1.6 million compared to last fiscal year. The decrease
was due to a decline in short term investments and in interest earned on advances to the company's Russian joint ventures. Other income increased $1.1 million from an expense of
$0.4 million in the first quarter of 1999 to income of $0.7 million in the first quarter of 2000. Other income is made up primarily of foreign exchange gains and losses. The increase in
other income was driven by foreign exchange gains that were recognized by the company's European and Brazilian operations.

LIQUIDITY

Cash and cash equivalents decreased $24.5 million during the first quarter of 2000 to $13.8 million. Working capital totaled
$277.8 million compared to $303.9 million at September 30, 1999. The decrease in working capital in the quarter was primarily driven by the repurchase of 1.8 million shares
of stock for $24.6 million. Management believes the current working capital level is adequate to meet the company's normal operating needs.

The
company used $2.8 million dollars to fund operations in the first quarter of 2000. The cash was used to increase inventories by $14.9 million and accounts receivable
by $24.6 million. This was partially offset by an increase in accounts payable and other liabilities, which increased $7.9 million. These increases were due to the growth in sales
volumes that the company experienced in the quarter. Days sales in billed receivables increased from 73 days at December 31, 1998 to 79 days at December 31,1999. On a sequential basis,
days sales in receivables decreased 2 days from 81 days at September 30, 1999.

Net
cash used in investing activities during the first quarter of fiscal year 2000 was $31.0 million, including $18.7 million spent on capital additions. Capital
expenditures increased $4.9 million from the first quarter of fiscal year 1999. The majority of this growth was due to increased expenditures for the company's management information systems.
During the first quarter of 2000, the company acquired the capital stock of Conifer Corporation for $13.0 million, net of cash acquired. Conifer Corporation designs and manufactures
Multichannel Multipoint Distribution Service (MMDS) subscriber products, Wireless LAN equipment, and Direct Broadcast Satellite (DBS) accessories. The company also acquired a controlling interest in
Comtier Corporation. The company had previously accounted for its minority investment in Comtier Corporation under the equity accounting method. Comtier Corporation manufactures and designs high-speed
broad band modems that use satellite technology. The company decreased its investment in its Russian joint telecommunications ventures by $2.6 million primarily due to a dividend received in
the first quarter of 2000.

Net
cash generated from financing activities totaled $9.2 million for the first quarter of the fiscal year 2000. The company repurchased 1.8 million shares of stock for
$24.6 million. The company has purchased 11.8 million of the 15.0 million shares that the company's Board of Directors has authorized to be repurchased. The company increased its net
short-term borrowings by $33.1 million. This was driven by a $34.5 million dollar increase in the company's revolving line of credit with Bank of America. The company decreased its net long
term borrowing by $1.0 million. This was due to the company paying off higher interest rate debt that had been acquired as part of the Chesapeake Microwave Technologies Inc. acquisition and the
Conifer Corporation acquisition.

YEAR 2000

The company has not experienced any problems with its management information systems or with third parties related to Year 2000 issues. It is possible that
Year 2000 compliance problems exist that have not been identified yet. The company has devoted the resources necessary to ensure that all Year 2000 issues have been properly addressed. However, there
can be no assurance that all Year 2000 problems have been detected. Further, there can be no assurance that all Year 2000 problems that may occur with third party vendors and suppliers have been
detected. Amounts expended on information technology systems exclusively to ensure year 2000 compliance were not material to the company's consolidated results of operations or financial position.

RISK FACTORS

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, other written or oral statements that constitute forward-looking statements may be made by or on
behalf of the company. Although we have based these statements on the beliefs and assumptions of our management and on information currently available to them, they are subject to risks and
uncertainties. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to obtain the protections of the safe harbor established in the Private Securities
Litigation Reform Act of 1995. Accordingly, such statements are qualified by reference to the discussion below of certain important factors that could cause actual results to differ materially from
those projected in such forward-looking statements.

We
caution the reader that the list of factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We
cannot predict such risk factors, nor can we assess the impact, if any, of such risk factors on our business or the extent to which any factors may cause actual results to differ materially from those
projected in any forward-looking statements. Accordingly, you should not put undue reliance on any forward-looking statements. The company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future events or otherwise. While Andrew Corporation's management is optimistic about the company's long-term prospects, the
following risks and uncertainties, among others, should be considered in evaluating its growth outlook.

Share Price Volatility.The market price of our common stock is very volatile. We believe the price fluctuates in
response to changes in the company's sales, net income and cash flow; volatility in the U.S. stock market in general and in wireless equipment stocks in particular; changes in analysts' estimates; and
changes in general economic conditions. We expect that the price of our common stock will fluctuate in the future, perhaps substantially.

Fluctuations in Operating Results.Historically our quarterly and annual revenues and operating results have
fluctuated. We expect similar fluctuations in the future. In addition to general economic and political conditions, the following factors affect our revenues: timing of significant customer orders,
inability to forecast future revenue due to our just-in-time supply approach, changes in competitive pricing, and wide variations in profitability by product line. Since our quarterly and annual
revenues and operating results vary, we believe that period-to-period comparisons are not necessarily meaningful and you should not rely on such comparisons as indicators of our future performance.

Impact of restructuring.We believe that our current restructuring efforts will generate significant cost savings. The
cost savings are dependent upon the company's ability to divest the SciComm government electronics business, to outsource tower production, and to relocate the wireless accessory production to a lower
cost manufacturing facility.

Intense Competition and Pricing Pressure.We consider our principal competitive factors to include product quality and
performance, service and support, pricing and proprietary technology. We believe we must respond effectively to increased competitive pressure. Over the past three years, in response to aggressive
pricing practices by our competitors, we have significantly lowered prices for most of our products. If we are unable to compete successfully, we may lose market share. We expect that a significant
loss in market share would have a material negative effect on our business, financial condition and operating results.

Rapid Technological Change and Pressure to Develop New Products.We believe that our future success depends on our
ability to effectively anticipate and respond to changes in technology, customer needs and industry standards. Failure to anticipate changes, to adapt current products, to develop and introduce new
products on a timely basis, or to gain market acceptance for new products would impair our competitiveness and could have a material negative impact on our business and operating results.

International Risk.Over half of our sales are outside the United States and in recent years we have significantly
increased our international manufacturing capabilities. We anticipate that international sales will continue to represent a substantial portion of our revenues and that continued growth and
profitability will require further international expansion. International business risks include currency fluctuations, tariffs and other trade barriers, longer customer payment cycles, adverse taxes,
restrictions on the repatriation of earnings, compliance with local laws and regulations, political and economic instability, and difficulties in managing and staffing operations. We believe that
international risk factors could materially impact our future sales, financial condition and operating results.

Ability to Attract and Retain Qualified People.We believe that our future success significantly depends on our ability
to attract and retain highly qualified personnel. We cannot be sure that we will be able to attract and retain key personnel in the future. We believe our inability to do so could negatively impact
our business, financial condition and operating results.

Year 2000 Compliance.We have not yet experienced any Year 2000 issues. We believe that our business, manufacturing and
facilities systems are Year 2000 compliant. It is possible that Year 2000 compliance problems exist that have not been identified yet. The company has devoted the resources necessary to ensure that
all Year 2000 issues have been properly addressed. However, there can be no assurance that all Year 2000 problems have been detected. Further, there can be no assurance that all Year 2000 problems
that may occur with third party vendors and suppliers have been detected. Our failure to detect and address our own and third-party Year 2000 problems could have a significant negative impact on our
business, financial condition and results of operations.

Dependence on Intellectual Property Rights.Others could obtain or use our intellectual property without our
permission, develop equivalent or superior technology, or claim that we have infringed on their intellectual property rights. We rely on a combination of patent, copyright, trademark and trade secret
laws, and non-disclosure and non-competition agreements to protect our rights. We are dependent on our intellectual property rights as a whole; however, we do not believe that the loss of exclusivity
with respect to any one right would have a significant negative impact on our business, financial condition or operating results.

Impact of Governmental Regulation.We are not directly regulated in the U.S., but most of our customers and the
telecommunications industry generally are subject to Federal Communications Commission regulation. We believe that regulatory changes could have a significant negative effect on our business and
operating results by restricting our customers' development efforts, making current products obsolete or increasing competition. Internationally, where many of our customers are government owned and
operated entities, we also are at risk of changes in economic policy and communications regulation. In addition, our joint ventures in Russia and Mexico require telecommunications licenses, which may
limit or otherwise affect the operations of the ventures.

PART IIOTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K

a)  EXHIBIT
INDEX

|Exhibit No. |  | Description                              
|----------- |  | -----------------------------------------
|27          |  | Financial Data Schedule December 31, 1999

(b) Reports
on Form 8-K

No
reports on Form 8-K were filed during the quarter ended December 31, 1999.

## 

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 |  | February 11, 2000 |  | /s/F. L. ENGLISHF. L. English
Chairman, President and Chief Executive Officer       
|---- |  | ----------------- |  | ------------------------------------------------------------------------------------
|Date |  | February 11, 2000 |  | /s/C. R. NICHOLASC. R. Nicholas
Executive Vice President and Chief Financial Officer
|     |  |                   |  |                                                                                     



## QuickLinks

INDEX ANDREW CORPORATION

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

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

ANDREW CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SIGNATURES