** **

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC  20549**

 

**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 December 31, 2003.**                                                                                                                                                                    |
|                                                                                                                                                                                                                           |
| **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**                                                                                                                                                                                           |

 

**ANDREW CORPORATION**

(Exact name of Registrant asspecified in its charter)

 
| **DELAWARE**                                                                        |   | **36-2092797**                     |
|-------------------------------------------------------------------------------------|--------|------------------------------------|
| (State or  other jurisdiction of incorporation or organization)                     |   | (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) |

 

Indicate by check mark whether the Registrant: (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodas the Registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

 

Yes  ý    Noo

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in rule 12b-2 of the Act)

 

Yes  ý    Noo

 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practical date.

 

Common Stock, $.01 Par Value – 158,814,288shares as of February 11, 2004

 

 

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**INDEX**

**ANDREW CORPORATION**

 
| **PART I.**        | **FINANCIAL INFORMATION**                                                                       |   |
|--------------------|-------------------------------------------------------------------------------------------------|--------|
|               |                                                                                            |   |
| Item 1.            | Financial  Statements (Unaudited)                                                               |   |
|               |                                                                                            |   |
|               | Consolidated balance sheets— December 31, 2003 and  September 30, 2003.          |   |
|               |                                                                                            |   |
|               | Consolidated statements of operations—Three months ended  December 31, 2003 and 2002. |   |
|               |                                                                                            |   |
|               | Consolidated  statements of cash flows—Three months ended December 31, 2003 and 2002. |   |
|               |                                                                                            |   |
|               | Notes to  consolidated financial statements—December 31, 2003.                        |   |
|               |                                                                                            |   |
| Item 2.            | Management’s  Discussion and Analysis of Financial Condition and Results of Operations.    |   |
|               |                                                                                            |   |
| Item 3.            | Quantitative  and Qualitative Disclosures About Market Risks                                    |   |
|               |                                                                                            |   |
| Item 4.            | Controls  and Procedures.                                                                       |   |
|               |                                                                                            |   |
| **PART II.**       | **OTHER INFORMATION**                                                                           |   |
|               |                                                                                            |   |
| Item 1.            | Legal  Proceedings                                                                              |   |
|               |                                                                                            |   |
| Item 6.            | Exhibits and Reports on Form 8-K.                                                               |   |
|               |                                                                                            |   |
| **SIGNATURES**     |                                                                                            |   |
|               |                                                                                            |   |
| **CERTIFICATIONS** |                                                                                            |   |

 

2

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**ITEM1.****  FINANCIAL STATEMENTS**

** **

### **ANDREWCORPORATION CONSOLIDATED BALANCE SHEETS**

**(Dollarsin thousands)**

 
|                                                                                                                                                            |   | **December 31  2003** |          | **September 30  2003** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|---------------|-----------------------------|--------|
|                                                                                                                                                            |   | **(UNAUDITED)**            |          |                        |   |
| **ASSETS**                                                                                                                                                      |   |                       | ** **    |                        |   |
| **Current Assets**                                                                                                                                              |   |                       | ** **    |                        |   |
| Cash and  cash equivalents                                                                                                                                      |   | **$**                      | **220,116**   | ** **                  | $      | 286,269 |   |
| Accounts  receivable, less allowances (Dec. 2003 - $11,472; Sept. 2003 - $10,662)                                                                               |   | **379,495**                | ** **    | 326,282                     |   |
| Inventories                                                                                                                                                     |   | **284,190**                | ** **    | 247,750                     |   |
| Other  current assets                                                                                                                                           |   | **36,457**                 | ** **    | 29,131                      |   |
| **Total Current Assets**                                                                                                                                        |   | **920,258**                | ** **    | 889,432                     |   |
|                                                                                                                                                            |   |                       | ** **    |                        |   |
| **Other Assets**                                                                                                                                                |   |                       | ** **    |                        |   |
| Goodwill                                                                                                                                                        |   | **828,295**                | ** **    | 821,398                     |   |
| Intangible  assets, less amortization                                                                                                                           |   | **90,814**                 | ** **    | 93,086                      |   |
| Other assets                                                                                                                                                    |   | **54,526**                 | ** **    | 50,398                      |   |
| **Property, Plant, and Equipment**                                                                                                                              |   |                       | ** **    |                        |   |
| Land and  land improvements                                                                                                                                     |   | **23,671**                 | ** **    | 20,926                      |   |
| Buildings                                                                                                                                                       |   | **126,004**                | ** **    | 116,038                     |   |
| Equipment                                                                                                                                                       |   | **480,749**                | ** **    | 469,296                     |   |
| Allowance  for depreciation                                                                                                                                     |   | **(401,639**               | **)**         | (387,341                    | )      |
|                                                                                                                                                            |   | **228,785**                |          | 218,919                     |   |
|                                                                                                                                                            |   |                       | ** **    |                        |   |
| **TOTAL ASSETS**                                                                                                                                                |   | **$**                      | **2,122,678** | ** **                  | $      | 2,073,233 |   |
|                                                                                                                                                            |   |                       | ** **    |                        |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                   |   |                       | ** **    |                        |   |
| **Current Liabilities**                                                                                                                                         |   |                       | ** **    |                        |   |
| Notes  payable                                                                                                                                                  |   | **$**                      | **247**       | ** **                  | $      | 284 |   |
| Accounts  payable                                                                                                                                               |   | **166,432**                | ** **    | 124,646                     |   |
| Accrued  expenses and other liabilities                                                                                                                         |   | **74,965**                 | ** **    | 58,893                      |   |
| Compensation  and related expenses                                                                                                                              |   | **42,806**                 | ** **    | 52,255                      |   |
| Restructuring                                                                                                                                                   |   | **15,070**                 | ** **    | 20,414                      |   |
| Current  portion of long-term debt                                                                                                                              |   | **14,236**                 | ** **    | 17,466                      |   |
| **Total Current Liabilities**                                                                                                                                   |   | **313,756**                | ** **    | 273,958                     |   |
|                                                                                                                                                            |   |                       | ** **    |                        |   |
| **Deferred liabilities**                                                                                                                                        |   | **60,559**                 | ** **    | 73,941                      |   |
| **Long-term debt,**less current portion                                                                                                                         |   | **294,222**                | ** **    | 301,364                     |   |
|                                                                                                                                                            |   |                       | ** **    |                        |   |
| **STOCKHOLDERS’ EQUITY**                                                                                                                                   |   |                       | ** **    |                        |   |
| Redeemable  convertible preferred stock (par value, $50 a share: 160,814 shares  outstanding at Dec. 31, 2003 and 183,720 shares outstanding at Sept. 30, 2003) |   | **8,041**                  | ** **    | 9,186                       |   |
| Common stock  (par value, $.01 a share: 400,000,000 shares authorized: 160,900,657 shares  issued at Dec. 31, 2003 and Sept. 30, 2003, including treasury)      |   | **1,609**                  | ** **    | 1,609                       |   |
| Additional  paid-in capital                                                                                                                                     |   | **648,119**                | ** **    | 649,667                     |   |
| Accumulated  other comprehensive income (loss)                                                                                                                  |   | **13,616**                 | ** **    | (14,115                     | )      |
| Retained  earnings                                                                                                                                              |   | **809,240**                | ** **    | 805,435                     |   |
| Treasury  stock, at cost (2,493,662 shares at Dec. 31, 2003; 2,608,290 shares at Sept.  30, 2003)                                                               |   | **(26,484**                | **)**         | (27,812                     | )      |
|                                                                                                                                                            |   | **1,454,141**              |          | 1,423,970                   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                             |   | **$**                      | **2,122,678** | ** **                  | $      | 2,073,233 |   |

 

See Notes to Consolidated Financial Statements

 

3

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**ANDREWCORPORATION**

**CONSOLIDATED STATEMENTS OFOPERATIONS  (Unaudited)**

**(Dollarsin thousands, except per share amounts)**

 
|                                                              |   | **Three Months Ended  December 31** |        |
|-------------------------------------------------------------------|--------|------------------------------------------|-------------|
|                                                              |   | **2003**                                 |        | **2002** |   |
|                                                              |   |                                     | ** **  |   |   |
| **Sales**                                                         |   | **$**                                    | **410,771** | ** ** | $ | 254,526 |   |
| Cost of  products sold                                            |   | **306,702**                              | ** **  | 183,313 |   |
| **Gross Profit**                                                  |   | **104,069**                              | ** **  | 71,213 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Operating Expenses**                                            |   |                                     | ** **  |   |   |
| Research and  development                                         |   | **25,623**                               | ** **  | 19,899 |   |
| Sales and  administrative                                         |   | **52,493**                               | ** **  | 36,814 |   |
| Intangible  amortization                                          |   | **9,421**                                | ** **  | 3,682 |   |
| Restructuring                                                     |   | **694**                                  | ** **  | 79 |   |
|                                                              |   | **88,231**                               |        | 60,474 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Operating Income**                                              |   | **15,838**                               | ** **  | 10,739 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Other**                                                         |   |                                     | ** **  |   |   |
| Interest  expense                                                 |   | **3,887**                                | ** **  | 1,060 |   |
| Interest  income                                                  |   | **(749**                                 | **)**       | (323 | ) |
| Loss on sale  of Broadcast assets                                 |   | **4,511**                                | ** **  | — |   |
| Other  expense                                                    |   | **1,850**                                | ** **  | 520 |   |
|                                                              |   | **9,499**                                |        | 1,257 |   |
| **Income from Continuing Operations Before Income Taxes**         |   | **6,339**                                | ** **  | 9,482 |   |
|                                                              |   |                                     | ** **  |   |   |
| Income Taxes                                                      |   | **2,219**                                | ** **  | 2,845 |   |
| **Income from Continuing Operations**                             |   | **4,120**                                | ** **  | 6,637 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Loss from Discontinued****Operations,** net of tax benefit      |   | **—**                               | ** **  | 570 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Net Income**                                                    |   | **4,120**                                | ** **  | 6,067 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Preferred Stock Dividends**                                     |   | **315**                                  | ** **  | — |   |
|                                                              |   |                                     | ** **  |   |   |
| **Net Income Available to Common Shareholders**                   |   | **$**                                    | **3,805**   | ** ** | $ | 6,067 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Basic and Diluted Income per Share from Continuing Operations** |   | **$**                                    | **0.02**    | ** ** | $ | 0.07 |   |
| **Basic and Diluted Net Income per Share**                        |   | **$**                                    | **0.02**    | ** ** | $ | 0.06 |   |
|                                                              |   |                                     | ** **  |   |   |
| **Average Shares Outstanding**                                    |   |                                     | ** **  |   |   |
| Basic                                                             |   | **158,345**                              | ** **  | 98,285 |   |
| Diluted                                                           |   | **158,642**                              | ** **  | 98,288 |   |

 

SeeNotes to Consolidated Financial Statements

 

4

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** **

**ANDREWCORPORATION**

**CONSOLIDATEDSTATEMENTS OF CASH FLOWS (Unaudited)**

**(Dollarsin thousands)**

 
|                                                 |   | **Three Months Ended  December 31** |        |
|------------------------------------------------------|--------|------------------------------------------|-------------|
|                                                 |   | **2003**                                 |        | **2002** |   |
|                                                 |   |                                     | ** **  |   |   |
| **Cash Flows from Operations**                       |   |                                     | ** **  |   |   |
| Net Income                                           |   | **$**                                    | **4,120**   | ** ** | $ | 6,067 |   |
|                                                 |   |                                     | ** **  |   |   |
| **Adjustments to Net Income**                        |   |                                     | ** **  |   |   |
| Depreciation                                         |   | **15,219**                               | ** **  | 12,711 |   |
| Amortization                                         |   | **9,421**                                | ** **  | 3,682 |   |
| Other                                                |   | **(90**                                  | **)**       | (97 | ) |
| **Restructuring and Discontinued Operations**        |   |                                     | ** **  |   |   |
| Restructuring  costs                                 |   | **(6,281**                               | **)**       | (2,153 | ) |
| Discontinued  operations, net of taxes               |   | **—**                               | ** **  | 3,067 |   |
| **Change in Operating Assets / Liabilities**         |   |                                     | ** **  |   |   |
| Accounts  receivable                                 |   | **(38,863**                              | **)**       | 5,069 |   |
| Inventories                                          |   | **(26,646**                              | **)**       | (6,375 | ) |
| Other assets                                         |   | **(4,638**                               | **)**       | 6,721 |   |
| Accounts  payable and other liabilities              |   | **32,092**                               | ** **  | (16,037 | ) |
| **Net Cash (Used for) From Operations**              |   | **(15,666**                              | **)**       | 12,655 |   |
|                                                 |   |                                     | ** **  |   |   |
| **Investing Activities**                             |   |                                     | ** **  |   |   |
| Capital  expenditures                                |   | **(19,573**                              | **)**       | (9,432 | ) |
| Acquisition  of businesses, net of cash acquired     |   | **(23,227**                              | **)**       | (114 | ) |
| Investments                                          |   | **(6,500**                               | **)**       | — |   |
| Proceeds  from sale of businesses and investments    |   | **3,000**                                | ** **  | 3,508 |   |
| Proceeds  from sale of property, plant and equipment |   | **549**                                  | ** **  | 388 |   |
| **Net Cash Used for Investing Activities**           |   | **(45,751**                              | **)**       | (5,650 | ) |
|                                                 |   |                                     | ** **  |   |   |
| **Financing Activities**                             |   |                                     | ** **  |   |   |
| Long-term  debt payments, net                        |   | **(11,691**                              | **)**       | (4,350 | ) |
| Notes  payable payments, net                         |   | **(174**                                 | **)**       | (19,526 | ) |
| Preferred  stock dividends                           |   | **(315**                                 | **)**       | — |   |
| Payments to  acquire treasury stock                  |   | **(2,472**                               | **)**       | — |   |
| Stock  purchase and option plans                     |   | **636**                                  | ** **  | 56 |   |
| **Net Cash Used for Financing Activities**           |   | **(14,016**                              | **)**       | (23,820 | ) |
|                                                 |   |                                     | ** **  |   |   |
| **Effect of exchange rate changes on cash**          |   | **9,280**                                | ** **  | 3,368 |   |
|                                                 |   |                                     | ** **  |   |   |
| **Decrease for the Period**                          |   | **(66,153**                              | **)**       | (13,447 | ) |
| **Cash and Equivalents at Beginning of Period**      |   | **286,269**                              | ** **  | 84,871 |   |
| **Cash and Equivalents at End of Period**            |   | **$**                                    | **220,116** | ** ** | $ | 71,424 |   |

 

See Notes to Consolidated Financial Statements

 

5

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**ANDREW CORPORATION**

**NOTES****TOCONSOLIDATED FINANCIAL STATEMENTS**

 

**NOTE1.  BASIS OF PRESENTATION**

 

The accompanying unaudited consolidated financial statements have beenprepared in accordance with U.S. generally accepted accounting principles forinterim financial information and with the instructions to Form 10-Q and Rule10-01 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 financialstatements.  In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals) considerednecessary for a fair presentation have been included.  Operating results for the three-month period endedDecember 31, 2003 are not necessarily indicative of the results that maybe expected for the year ending September 30, 2004.  For further information, refer to theconsolidated financial statements and footnotes thereto included in thecompany’s annual report on Form 10-K for the year ended September 30,2003.

 

**NOTE2.  EARNINGS PER SHARE**

 

The following table sets forth the computation ofbasic and diluted earnings per share (in thousands, except  per share amounts):

 
|                                                                    |   | **Three Months Ended  December 31** |   |
|-------------------------------------------------------------------------|--------|------------------------------------------|--------|
|                                                                    |   | **2003**                                 |   | **2002** |   |
| **BASIC EARNINGS PER SHARE**                                            |   |                                     |   |   |   |
|                                                                    |   |                                     |   |   |   |
| Income from continuing operations                                       |   | $                                        | 4,120  |   | $ | 6,637 |   |
| Preferred  stock dividends                                              |   | 315                                      |   | — |   |
| **Income from continuing operations available  to common shareholders** |   | 3,805                                    |   | 6,637 |   |
|                                                                    |   |                                     |   |   |   |
| **Average basic shares outstanding**                                    |   | 158,345                                  |   | 98,285 |   |
| **Basic income from continuing operations per  share**                  |   | $                                        | 0.02   |   | $ | 0.07 |   |
|                                                                    |   |                                     |   |   |   |
| Net income                                                              |   | $                                        | 4,120  |   | $ | 6,067 |   |
| Preferred  stock dividends                                              |   | 315                                      |   | — |   |
| **Net income available to common shareholders**                         |   | 3,805                                    |   | 6,067 |   |
|                                                                    |   |                                     |   |   |   |
| **Average basic shares outstanding**                                    |   | 158,345                                  |   | 98,285 |   |
| **Basic net income per share**                                          |   | $                                        | 0.02   |   | $ | 0.06 |   |
|                                                                    |   |                                     |   |   |   |
| **DILUTED EARNINGS PER SHARE**                                          |   |                                     |   |   |   |
| Income from continuing operations                                       |   | $                                        | 4,120  |   | $ | 6,637 |   |
| Preferred  stock dividends                                              |   | 315                                      |   | — |   |
| **Income from continuing operations available  to common shareholders** |   | 3,805                                    |   | 6,637 |   |
|                                                                    |   |                                     |   |   |   |
| Average  basic shares outstanding                                       |   | 158,345                                  |   | 98,285 |   |
| Effect of  dilutive securities: stock options                           |   | 297                                      |   | 3 |   |
| **Average diluted shares outstanding**                                  |   | 158,642                                  |   | 98,288 |   |
| **Diluted income from continuing operations per share**                 |   | $                                        | 0.02   |   | $ | 0.07 |   |
|                                                                    |   |                                     |   |   |   |
| Net income                                                              |   | $                                        | 4,120  |   | $ | 6,067 |   |
| Preferred  stock dividends                                              |   | 315                                      |   | — |   |
| **Net income available to common shareholders**                         |   | 3,805                                    |   | 6,067 |   |
|                                                                    |   |                                     |   |   |   |
| Average  basic shares outstanding                                       |   | 158,345                                  |   | 98,285 |   |
| Effect of  dilutive securities: stock options                           |   | 297                                      |   | 3 |   |
| **Average diluted shares outstanding**                                  |   | 158,642                                  |   | 98,288 |   |
| **Diluted net income per share**                                        |   | $                                        | 0.02   |   | $ | 0.06 |   |

 

6

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The company had 160,814 shares of convertiblepreferred stock outstanding at December 31, 2003, which can potentially beconverted into 1,853,542 shares of common stock.  These shares were not included in the computation of dilutedearnings per share because including these shares and excluding the convertiblepreferred stock dividends would have increased reported earnings per share.

 

Options to purchase 5,330,272 shares of common stock,at exercise prices ranging from $12.32 - $38.17 per share, were not included inthe computation of diluted earnings per share calculations forDecember 31, 2003 because the options’ exercise prices were greater thanthe average market price of the common shares. Options to purchase 6,547,991 shares of common stock, at prices rangingfrom $9.36 - $38.17 per share, were not included in the computation of dilutedearnings per share calculations for December 31, 2002 because the options’exercise prices were greater than the average market price of the commonshares.

 

The company’s convertible subordinated notes arepotentially convertible into 17,531,568 shares of the company’s stock.  These shares were not included in thecomputation of diluted earnings per share  because the conversion price of these notes was greater than the marketprice of the company’s common shares for the three months endingDecember 31, 2003.

 

**NOTE3.  INVENTORIES**

 

Inventories consisted of thefollowing at December 31, 2003 and September 30, 2003, net of reserves:

 
| **Dollars in  thousands** |   | **December 31  2003** |    | **September 30  2003** |   |
|---------------------------|--------|-----------------------|---------|------------------------|--------|
|                      |   |                  |    |                   |   |
| Raw  materials            |   | $                     | 131,373 |                   | $      | 112,130 |   |
| Work in  process          |   | 50,046                |    | 44,513                 |   |
| Finished  goods           |   | 102,771               |    | 91,107                 |   |
| Net  Inventory            |   | $                     | 284,190 |                   | $      | 247,750 |   |

 

**NOTE4.  COMPREHENSIVE INCOME**

 

Statement of Financial Accounting Standards (SFAS) No. 130, *Reporting Comprehensive Income*, requiresthe company to report foreign currency translation adjustments and other itemsincluded in Accumulated Other Comprehensive Income, a component of stockholdersequity, as comprehensive income.  Forthe three months ended December 31, 2003 and 2002, other comprehensiveincome is made up primarily of net income available to common shareholders andforeign currency translation adjustments. Comprehensive income for the threemonths ended December 31, 2003 and 2002 amounted to $31.5 million and$16.3 million, respectively.

 

**NOTE5.  RECENTLY ISSUED ACCOUNTING POLICIES**

 

In December 2003, the Financial Accounting Standards Board (FASB)issued revised SFAS  No. 132(R), *Employers’ Disclosures about Pensions and OtherPostretirement Benefits*. SFAS 132(R) revises employers’ required disclosures for pension plansand other postretirement benefit plans. SFAS 132(R) disclosure requirements will be effective for the companystarting with the quarter ending March 31, 2003.  SFAS 132(R) will only impact disclosure requirements and will notimpact the company’s results of operations.

 

On December 8, 2003, the Medical Prescription Drug, Improvementand Modernization Act of 2003 (the Act) was signed into law.  This Act introduces a prescription drugbenefit under Medicare (Medicare part D) as well as a federal subsidy tosponsors of retiree health care benefit plans that provide a benefit that is atleast actuarially equivalent to Medicare Part D. The company has not yetdetermined what the impact of this Act will be on the company’s accumulatedpostretirement benefit obligation (APBO) and the company’s net postretirementbenefit costs.  However, the companydoes not believe this Act will have a material impact the company’s results ofoperations.

 

7

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**NOTE6.  ADOPTION OF NEW ACCOUNTING POLICIES**

 

In June 2002, the FASB issued SFAS No. 146, *Accounting for Costs**Associated with Exit or Disposal Activities*.  The provisions of this statement wereeffective for exit or disposal activities initiated after December 31,2002.  The company’s currentrestructuring plan, initiated in September 2002, is being accounted forunder the previously existing accounting principles for restructuring,primarily Emerging Issues Task Force Issue 94-3.  The company accrued pre-tax charges of $44.0 million when thecompany’s management approved the current restructuring plan.  If the company had accounted for thisrestructuring plan under SFAS No. 146, certain costs included in this $44.0million, such as employee termination benefits of $12.3 million and lease andcontract cancellation costs of $10.3 million, would have been recognized overthe restructuring period as incurred and not accrued for when the company’smanagement approved these plans.

 

**NOTE7.  RESTRUCTURING**

 

In September 2002, the company initiated a plan to restructure itsoperations.  The company hasrecorded  $44.0 million of pre-taxcharges for inventory provisions, employee termination costs, equipment andother asset provisions, and lease and contract cancellation costs.  During fiscal year 2003, the company closedseveral manufacturing and engineering facilities and consolidated its operationsinto fewer, more efficient facilities. The company has also relocated certain manufacturing operations to newfacilities in Mexico and the Czech Republic. The company started operations atthese new facilities in the third quarter of 2003 and plans to finish thetransition of manufacturing activities to these facilities by end of fiscalyear 2004.

 

As part of the Allen Telecom acquisition, the company accrued $29.9million of integration costs, comprised of a $16.2 million provision forinventory and fixed assets and $13.7 million for employee termination, leasecancellation and other costs accrued as additional restructuring reserves.  In the first quarter of 2004, the companyrecorded an additional $7.5 million of integration costs that were accountedfor as a decrease in assets acquired and an increase in liabilities assumedfrom Allen Telecom.  This $7.5 millionwas comprised of a $4.0 million provision for inventory and fixed assets and$3.5 million for employee termination, lease cancellation and other costsaccrued as additional restructuring reserves.

 

Under these restructuring plans, in the first quarter of 2004, thecompany paid  $3.2 million of severanceto 322 employees and incurred an additional $5.7 million of lease cancellationand other costs.   The cash costsincurred in the first quarter of 2004 were $6.3 million.  The total number of employees terminated aspart of these plans was 1,237 and it is anticipated that approximately 290additional employees will be terminated before these plans are completed.

 

Restructuring costs for the relocation of fixed assets under theinitial restructuring plan are being expensed as incurred and are included inoperating expenses.  These costs were$0.7 million and $0.1 million in first quarter of 2004 and 2003, respectively.

 

A summary of the restructuring reserve activity is provided below (inthousands):

 
| **Reserve  Activity for the three  months ending December 31, 2003** |   | **Reserve  Balance****Sept. 30,  2003** |   | **Charges****To Reserve  Q1****2004** |   | **Allen  Integration  Accrual  Q1****2004** |   | **Reserve  Balance****Dec. 31,  2003** |   |
|---------------------------------------------------------------------------|--------|-----------------------------------------|--------|---------------------------------------|--------|---------------------------------------------|--------|----------------------------------------|--------|
| Severance                                                                 |   | $                                       | 11,189 |                                  | $      | (3,178                                      | )      | $                                      | 2,683  |   | $ | 10,694 |   |
| Lease  cancellation and other costs                                       |   | 9,225                                   |   | (5,677                                | )      | 828                                         |   | 4,376                                  |   |
| **Total Reserve Balance**                                                 |   | $                                       | 20,414 |                                  | $      | (8,855                                      | )      | $                                      | 3,511  |   | $ | 15,070 |   |

 
| **Reserve  Activity for the three  months ending December 31, 2002** |   | **Reserve  Balance  Sept. 30, 2002** |   | **Charges  To Reserve****Q1****2003** |   | **Reserve  Balance  Dec. 31, 2002** |   |
|---------------------------------------------------------------------------|--------|--------------------------------------|--------|---------------------------------------|--------|-------------------------------------|--------|
| Severance                                                                 |   | $                                    | 11,877 |                                  | $      | (1,915                              | )      | $ | 9,962 |   |
| Lease  cancellation and other costs                                       |   | 3,452                                |   | (1,730                                | )      |                                | 1,722  |   |
| **Total Reserve Balance**                                                 |   | $                                    | 15,329 |                                  | $      | (3,645                              | )      | $ | 11,684 |   |

 

8

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#### **NOTE 8.  STOCK-BASED COMPENSATION**

#### ** **

#### **In fiscal year 2003, the company adopted SFAS No. 148, *Accounting for Stock-Based Compensation*.  The company will continue to account forstock-based compensation plans using the intrinsic value method described inAccounting Principles Board Opinion No. 25, *Accountingfor Stock Issued to Employees, and related Interpretations*.  All stock options granted by the company aregranted at market price and thus no compensation expense is recorded in thecompany’s results of operations.  UnderSFAS No. 148, the company is required to report quarterly pro forma net incomeand earnings per share as if the company had accounted for its stock optionplans under the fair value method.  Thefollowing table shows the company’s pro forma net income and earnings per shareas if the company had recorded the fair value of stock options as compensationexpense.**

#### ** **

|                                                   |   | **Three Months Ended****December 31** |   |
|--------------------------------------------------------|--------|--------------------------------------------|--------|
| **(Dollars  in thousands, except per share amounts)**  |   | **2003**                                   |   | **2002** |   |
|                                                   |   |                                       |   |   |   |
| Reported net  income available to common shareholders  |   | $                                          | 3,805  |   | $ | 6,067 |   |
|                                                   |   |                                       |   |   |   |
| Less:  Stock-based compensation, net of tax            |   | (1,733                                     | )      | (1,881 | ) |
|                                                   |   |                                       |   |   |   |
| Pro forma  net income available to common shareholders |   | $                                          | 2,072  |   | $ | 4,186 |   |
|                                                   |   |                                       |   |   |   |
| Reported  basic and diluted net income per share       |   | $                                          | 0.02   |   | $ | 0.06 |   |
|                                                   |   |                                       |   |   |   |
| Pro forma  basic and diluted net income per share      |   | $                                          | 0.01   |   | $ | 0.04 |   |

 

**NOTE 9. WARRANTY RESERVE**

 

The company offers warranties on most of its products that qualify asguarantees under FASB Interpretation No. 45 and thus is required to disclosethe components of its warranty reserve. The specific terms and conditions of the warranties offered by thecompany vary depending upon the product sold. The company estimates the costs that may be incurred under its warrantyplans and records a liability in the amount of such costs at the time productrevenue is recognized.  Factors thataffect the company’s warranty liability include the number of units sold, thetype of products sold, historical and anticipated rates of warranty claims andcost per claim.  The companyperiodically assesses the adequacy of its recorded warranty liabilities andadjusts the amounts as necessary.  Thecompany reports warranty reserves as a current liability, included in accruedexpenses and other liabilities. Changes in the company’s warranty reserveduring the three months ended December 31, 2003, are as follows (dollarsin thousands):

 
|                                        |   | **Three Months Ended  December 31** |   |
|---------------------------------------------|--------|------------------------------------------|--------|
|                                        |   | **2003**                                 |   | **2002** |   |
|                                        |   |                                     |   |   |   |
| **Warranty reserve at beginning of period** |   | $                                        | 12,470 |   | $ | 9,932 |   |
| Accrual for  warranties issued              |   | 5,872                                    |   | 772 |   |
| Warranty  settlements made                  |   | (1,903                                   | )      | (533 | ) |
| Warranty  expirations and adjustments       |   | 910                                      |   | — |   |
| **Warranty reserve at end of period**       |   | $                                        | 17,349 |   | $ | 10,171 |   |

 

9

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**NOTE 10. ACQUISITION OF BUSINESSES**

 

****In the first quarter of fiscal 2004,****the company made two business acquisitions. The company acquired selected assets of Channel Master LLC, a U.S.manufacturer of high volume antenna and antenna related products forprofessional VSAT (Very Small Aperture Terminal), consumer DBS (DirectBroadcast Satellite) and television accessory markets. The company alsopurchased selected assets of Yantai Fine Cable Company, a Chinese manufacturerof products for telecommunications and broadband cable TV infrastructuremarkets.  The company paid a total of$23.2 million for these acquisitions. A preliminary allocation of the purchaseprice resulted in $3.2 million of goodwill and $6.9 million of intangibleassets.   Pro forma results ofoperations, assuming these acquisitions occurred at the beginning of theperiod, were not materially different from the reported results of operations.

 

**NOTE 11. SALE OF ASSETS**

 

****In November 2003,****the company sold selected assets from its broadcast manufacturing operations toElectronics Research. Inc. (ERI).  Forthese assets the company received $3.0 million in cash and $5.8 million inpromissory notes.  The companyrecognized a $4.5 million loss on the disposal of these assets, including  $4.0 million of goodwill allocated to theseassets based on fair value.

 

**NOTE 12. DEBT COVENANTS**

 

Under the terms of the company’s revolving credit and loan agreements,the company has agreed to meet various requirements.  The company is in compliance with all of these requirements as ofDecember  31, 2003.  Under thecompany’s amended and restated credit agreement dated December 19, 2002the company must meet various requirements, including maintaining net worth,maintaining a ratio of earnings before interest, taxes, depreciation andamortization (EBITDA) to total debt, maintaining a fixed charges coverage ratioand limits on the amount of assets that the company can dispose of in a fiscalyear.  These requirements may limit theamount of borrowing under this credit agreement.  Under the most restrictive of these requirements, the company waslimited to a maximum borrowing of $160.7 million at December 31, 2003.  The company is required to report on theserequirements quarterly.

 

**ITEM 2.****                  MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

**RESULTS OF OPERATIONS**

 

Sales for the quarter ended December 31, 2003 were $410.8 million,an increase of 61% over the first quarter of fiscal year 2003, as a result ofthe acquisition of Allen Telecom. A weaker U.S. dollar also contributedapproximately 5% of this year over year growth.   Sales increased 19% sequentially from the fourth quarter offiscal year 2003, with increases in most of the company’s major productcategories and geographic regions, due primarily to a general increase inwireless infrastructure spending.

 

Sales in the company’s five main product categories, Antennas, BaseStation Subsystems, Cable Products, Network Solutions and Wireless Innovations,all increased significantly compared to the first quarter of 2003 due mainly tothe acquisition of Allen Telecom. Sequentially compared to the fourth quarter of 2003, Antenna productsales increased, driven by spending on coverage applications for networkexpansion on products such as base station antennas. Antenna product sales alsoincreased as a result of the company’s November acquisition of ChannelMaster LLC, a manufacturer of satellite antennas for the VSAT and DBS markets.Base Station Subsystems grew significantly on a sequential basis, due toincreased power amplifier and filter sales to OEMs to support network upgradesand expansion.  The increase in wirelessinfrastructure spending also resulted in growth in  Cable Product sales, both sequentially and compared to the firstquarter of 2003. The company’s October acquisition of Yantai Fine Cablealso moderately increased Cable Product sales. This acquisition, along with thecompany’s strategic investment in Andes Industries, allows the company to offercomplete end-to-end solutions for the broadband cable TV market. NetworkSolutions was the only major product category that decreased sequentially, asanticipated. Wireless Innovations sales grew significantly due to service providers’ increased expenditures onnetwork coverage products, primarily repeaters.

 

Gross profit, as a percentage of sales was 25.3% in the first quarterof 2004, compared to 28.3% in the fourth quarter of 2003 and 28.0% in the firstquarter of 2003.  The decrease in grossmargin was due primarily to product mix and start-up costs associated with thecompany’s new facilities in Mexico and the Czech Republic.   Product mix had a negative impact on grossmargin as sales of higher margin Network Solutions and Cable Products declinedas a percentage of total sales.

 

Research and development expense was $25.6 million or 6.2% of sales,compared to $25.7 or 7.4% of sales in the fourth quarter and $19.9 million or7.8% of sales in the first quarter of 2003. The company has continued to invest in product development, working todevelop integrated product offerings and next generation products. The companyanticipates that research and development will continue to be in the range of6% to 7% of sales.

 

10

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Sales and administrative costs were $52.5 million or 12.8% of sales,compared to 13.9% and 14.5% of sales in the fourth quarter and first quarter of2003, respectively.  On a sequentialbasis, sales and administrative costs increased 10% from $47.9 million in thefourth quarter of 2003. Increased sales resulted in higher selling expense, andincreased operating profits drove higher compensation accruals. The company hasestablished a goal to reduce sales and administrative costs to 10% to 11% ofrevenue by  fiscal year 2005. Thecompany believes that it will be able to recognize significant savings in salesand administrative expenses once Allen Telecom’s and Andrew’s operations arefully integrated.

 

Intangible amortization was $9.4 million in the first quarter of 2004,compared to $8.2 million in the fourth quarter and $3.7 million in the firstquarter of 2003. The increase in intangible amortization was due to intangibleassets acquired from Allen Telecom in the fourth quarter of 2003. The companyanticipates that intangible amortization will be approximately $38.0 million infiscal year 2004 and will decline to approximately $20.0 million in fiscal year2005.

 

Interest expense was $3.9 million, compared to $3.0 million in thefourth quarter of 2003 and $1.1 million in the first quarter of 2003. Thisincrease was due almost entirely to interest on the company’s $240.0 million,3.25% convertible subordinated notes that were issued in August 2003.

 

Other (income) expense was expense of $1.9 million compared to incomeof $0.2 million in the fourth quarter of 2003 and expense of  $0.5 million in the first quarter of2003.  Other (income) expense isprimarily driven by foreign exchange gains and losses. During the first quarterof 2004, the company recognized foreign exchange losses due to the impact of aweaker dollar on the net U.S. dollar-denominated assets held by the company’sforeign subsidiaries.

 

In the first quarter of 2004, the company recognized a $4.5 millionloss on the sale of selected assets of its television broadcast business toElectronics Research Inc. (ERI).  Thecompany received $3.0 million in cash and $5.8 million in promissory notes fromthis sale. Included in the $4.5 million loss is an allocation of $4.0 millionof goodwill that was attributed to these broadcast assets based on fair value.

 

The company’s effective tax rate for the quarter was 35% compared to30% for the first quarter of 2003. The increase in the effective tax rate isdue to an increase in U.S. taxable income, primarily as a result of the AllenTelecom acquisition.

 

**LIQUIDITY**

 

The company has maintained its strong balance sheet and reduced itsoutstanding debt during the first quarter of 2004.  The company’s cash balances decreased $66.2 million to $220.1million in the quarter.  The decrease incash was driven primarily by working capital requirements associated withhigher sales, two assets acquisitions, capital expenditures for a new facilityin Mexico and a reduction in long-term debt. Working capital atDecember 31, 2003 was $606.5 million, down from $615.5 million atDecember 31, 2003. The reduction in working capital was due to the $66.2million decrease in cash and offset by growth in receivables and inventory.Management believes that the company’s strong working capital position, abilityto generate cash flow from operations, and its ability to borrow under itsrevolving credit agreement will allow the company to meet its normal operatingcash flow needs.

 

In the firstquarter of 2004, the company used $15.7 million of cash for operations. Thiswas driven by higher working capital requirements due to increased sales. Theincrease in sales in the quarter led to an increase in accounts receivable of$38.9 million.  The age of averagebilled receivables increased slightly as days sales in billed receivables (DSO)increased to 83 days from 80 days at September 30, 2003.  The increase in sales drove a $26.6 millionincrease in inventory and a $32.1 million increase in accounts payable andother liabilities. Netted in the $32.1 million increase in accounts payable andother liabilities is a $7.5 million payment made to the pension plan acquiredfrom Allen Telecom. Included in cashflow used for operations is $6.3 million ofemployee termination costs, lease cancellation costs and other cash costsassociated with the company’s restructuring and Allen Telecom integrationplans.

 

In the first quarter of 2004, the company used $45.8 million forinvesting activities.  The company spent$19.6 million on capital expenditures. Approximately $9.1 million of thesecapital expenditures were for the company’s new facility in Reynosa, Mexico.The company received $3.0 million in cash as part of the sale of selected assetsof its broadcast business to ERI. The company spent $23.2 million on twoseparate asset acquisitions.  InOctober, the company acquired the assets of Yantai Fine Cable and, in November,the company acquired assets of Channel Master LLC.  During the quarter, the company made a $6.5 million investment inAndes Industries and its principal operating subsidiary, PCT International.This investment was in the form of a convertible interest-bearing note thatallows the company to convert this note into an equity interest in AndesIndustries. Andes Industries is a manufacturer of high-performance opticalequipment and other products for broadband cable networks.

 

Net cash used for financing activities during the first quarter of 2004totaled $14.0 million.  The companyreduced its total debt by $11.9 million, primarily due to principal payments onsenior notes acquired from Allen Telecom. The company spent $2.5 million

 

11

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to repurchase 225,000 shares of its common stock. Also included in cashused for financing activities were preferred stock dividend payments of $0.3million and cash received from option exercises of $0.6 million.

 

##### **ITEM 3**.  QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISKS

##### ** **

See Item 7a of the company’s Annual Report on Form 10-K for the year ended September 30, 2003.  With the exception of copper purchase commitments there has been no material change from the end of the previous fiscal year through December 31, 2003.

 

The company uses various metals in the production of its products.Copper, which is used to manufacture coaxial cable, is the most significant ofthese metals.  As a result, the companyis exposed to fluctuations in the price of copper.  In order to reduce this exposure, the company has entered intocontracts with various suppliers to purchase copper. At September 30, 2003the company had contracts to purchase 38.2 million pounds of copper for $29.5million.  Based on current marketconditions and forecasted copper requirements, the company increased the amountof copper under contract to 43.3 million pounds for $36.3 million atDecember 31, 2003.

 

##### **ITEM 4.**  CONTROLS AND PROCEDURES

##### ** **

Evaluationof Disclosure Controls and Procedures:

 

As ofDecember 31, 2003, the company’s management, including its Chief ExecutiveOfficer and Chief Financial Officer, have reviewed and evaluated theeffectiveness of the company’s disclosure controls and procedures pursuant toRule 13a-15(b) of the Securities Exchange Act of 1934.  Based on that reviewand evaluation, the Chief Executive Officer and Chief Financial Officer haveconcluded that the company’s disclosure controls and procedures are adequateand effective and that no changes are required at this time.

 

Changesin Internal Controls:

 

In connectionwith the evaluation by management, including its Chief Executive Officer andChief Financial Officer, of the company’s internal control over reporting,pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter endedDecember 31, 2003 were identified that have materially affected, or arereasonably likely to materially affect, the company’s internal control overfinancial reporting.

 

**PART II****—OTHERINFORMATION**

 

**ITEM 1.   LEGAL PROCEEDINGS**

 

Subsequent to the close of the first quarter, the company reached adefinitive agreement with TruePosition, Inc. to settle pending patentinfringement litigation filed against Allen Telecom, Inc., on December 11,2001, prior to the acquisition by the company in July 2003. The definitiveagreement, which settles all patent infringement litigation between theparties, provides for the company to pay TruePosition $35 million in cashpayments and issue warrants to purchase one million shares of common stock thathave a four-year term and a $17.70 exercise price per share. The parties alsoagreed to cross-license geolocation-related patents and to provide the companywith the opportunity to manufacture certain geolocation hardware forTruePosition through October 2006. The terms of this settlement will beaccounted for as an increase to the liabilities assumed in the acquisition ofAllen Telecom and should not have a material affect on future operatingresults.

 

OnDecember 12, 2003, Antel Holding, Ltd. (Antel) a subsidiary of GroupMenetap, Ltd., filed a Notice of Arbitration and Statement of Claim with theAmerican Arbitration Association. The claim relates to the purchase by Antel ofthe company’s interest in certain Russian ventures pursuant to a Share Purchaseand Sale Agreement dated November 5, 2001.  The Statement of Claim asserts that the company breachedwarranties and representations in connection with the sale and that Antel wasthereby damaged in an amount to be proven up to the indemnification limit of$40 million. The company believes that the Claim is without merit and intendsto defend the matter vigorously.

 

The company isalso a party to various other legal proceedings, lawsuits and other claimsarising in the ordinary course of its business.  The company does not believe that such other litigation, ifadversely determined, would have a material effect on the company’s business,financial position, results of operations or cash flow.

 

12

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### **ITEM 6.  EXHIBITS AND REPORTS ONFORM 8-K**

### ** **

| **Exhibit  No.** |   | **Description**                                                                                                                                                                                                                                                                                                                                                                        |   |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 3.1              |   | Restated Certificate of Incorporation.  Filed as Exhibit 4.1 to Form S-8 filed on  July 22, 2003 and incorporated herein by reference. (SEC File No.  333-107243)                                                                                                                                                                                                            |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 3.2              |   | By-Laws of Registrant.  Filed as Exhibit 3.2 to Form S-3 dated October 28,  2003 and incorporated herein by reference. (SEC File No. 333-110014)                                                                                                                                                                                                                             |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.1              |   | Note Agreement dated September 1,  1990.  Filed as Exhibit 4(a) to Form  10-K for fiscal year ended September 30, 1992 and incorporated herein by  reference. (SEC File No. 000-09514)                                                                                                                                                                                  |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.2              |   | First Amendment to Note Agreement dated  September 1, 1990. Filed as Exhibit 4(a)a to Form 10-K for fiscal year  ended September 30, 1992 and incorporated herein by reference. (SEC File  No. 000-09514)                                                                                                                                                                    |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.3              |   | Note Assumption and Exchange Agreement  dated as of July 15, 2003. Filed as Exhibit 4.3 to Form S-3 dated  October 28, 2003 and incorporated herein by reference. (SEC File No.  333-110014)                                                                                                                                                                                 |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.4              |   | Stockholders Rights Agreement Dated  November 14, 1996.  Filed under  Item 5 of Form 8-K dated November 14, 1996 and incorporated herein by  reference. (SEC File No. 000-09514)                                                                                                                                                                                        |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.5              |   | Registration Rights Agreement dated as of  June 4, 2002 between Andrew Corporation and each of the stockholders  named therein.  Filed as Exhibit 4.1  to Form S-3 dated August 19, 2002 and incorporated herein by reference.  (SEC File No. 333-98333)                                                                                                                |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.6              |   | Indenture, dated as of August 8, 2003,  between the Registrant and BNY Midwest Trust Company, as Trustee. Filed as  Exhibit 4.6 to Form S-3 dated October 28, 2003 and incorporated herein  by reference (SEC File No. 333-110014)                                                                                                                                           |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.7              |   | Form of 31/4% Convertible  Subordinated Note due 2013 (included as Exhibit A to the Indenture filed as  Exhibit 4.6).  Filed as Exhibit 4.7 to  Form S-3 dated October 28, 2003 and incorporated herein by reference  (SEC File No. 333-110014)                                                                                                                              |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.8              |   | Registration Rights Agreement, dated as of  August 8, 2003, among the Registrant and Morgan Stanley & Co.  Incorporated, Banc of America Securities LLC and Citigroup Global Markets  Inc., as representatives of the Initial Purchasers.  Filed as Exhibit 4.8 to Form S-3 dated October 28, 2003  and incorporated herein by reference. (SEC File No. 333-110014) |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 4.9              |   | Warrant to Purchase Common Stock issued on  January 16, 2004.  Filed on  Exhibit 99.2 to Form 8-K filed on February 3, 2004 and incorporated  herein by reference.                                                                                                                                                                                                 |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 31               |   | Rule 13a-14(a) Certification of  Chief Executive and Chief Financial Officers                                                                                                                                                                                                                                                                                                          |   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| 32               |   | 18 U.S.C. Section 1350  Certifications of Chief Executive and Chief Financial Officers                                                                                                                                                                                                                                                                                            |   |

 

**(b)Reports on Form 8-K**

 

On November 4, 2003, the company furnished underItems 12 and 7 of Form 8-K, a press release regarding the company’s financialresults for its fourth quarter of fiscal year 2003, as well as a transcript ofthe conference call presentation that followed the press release.

 

On October 2, 2003, the company filed under Items5 and 7 of Form 8-K,  an unauditedcapitalization table setting forth Andrew’s capitalization as of June 30,2003: (i) on an actual basis; (ii) on a pro forma basis as if the merger withAllen Telecom had occurred on June 30, 2003; and (iii) on a pro formabasis as if the merger with Allen Telecom and the sale of $240 millionaggregate 3.25% convertible subordinated notes had occurred on June 30,2003.

 

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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 theundersigned thereunto duly authorized.

 

 
| Date   | February 12  , 2004                                   |   | By:    | /s/ Marty R. Kittrell |   |
|--------|------------------------------------------------------------|--------|--------|-----------------------|--------|
|   |                                                       |   |   |                  |   |
|   | Marty R. Kittrell                                          |
|   | Chief  Financial Officer                                   |
|   | (Duly  Authorized Officer and Principal Financial Officer) |

 

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