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SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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Form 10-Q

(Mark-One)

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

For the quarterly period ended March 31, 2002.

OR

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

For the transition period from  to

Commission file number 001-14617

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

|DELAWARE                                                       |  | 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)

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ý    No o

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

Common
Stock, $.01 Par Value81,803,038 shares as of May 8, 2002

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INDEX
ANDREW CORPORATION

|          |  |                                                                                        |  | Page
|--------- |  | -------------------------------------------------------------------------------------- |  | ----
|PART I.   |  | FINANCIAL INFORMATION                                                                  |  | 3   
|Item 1.   |  | Financial Statements (Unaudited)                                                       |  | 3   
|          |  | Consolidated balance sheetsMarch 31, 2002 and September 30, 2001.                     |  | 3   
|          |  | Consolidated statements of incomeThree and six months ended March 31, 2002 and 2001.  |  | 4   
|          |  | Consolidated statements of cash flowsSix months ended March 31, 2002 and 2001.        |  | 5   
|          |  | Notes to consolidated financial statementsMarch 31, 2002.                             |  | 6   
|Item 2.   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations. |  | 8   
|PART II.  |  | OTHER INFORMATION                                                                      |  | 12  
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                    |  | 12  
|Item 6.   |  | Exhibits and Reports on Form 8-K.                                                      |  | 12  
|SIGNATURE |  |                                                                                        |  | 13  

2

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ANDREW CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

|                                                                                |                                                                               | March 31
2002 |          | September 30
2001 |  
|------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------- | -------- | ----------------- | -
|
|ASSETS                                                                          |                                                                               |               |          |                   |  
|Current Assets                                                                  |                                                                               |               |          |                   |  
|Cash and cash equivalents                                                       |                                                                               | $             | 171,908  |                   | $
|Accounts receivable, less allowances (Mar. $6,366; Sept. $4,224)                |                                                                               |               | 167,539  |                   |  
|Inventories                                                                     |                                                                               |               |          |                   |  
|                                                                                | Finished products                                                             |               |          | 76,017            |  
|                                                                                | Materials and work in process                                                 |               |          | 104,800           |  
|                                                                                |                                                                               |               |          |                   |  
|                                                                                |                                                                               |               | 180,817  |                   |  
|Miscellaneous current assets                                                    |                                                                               |               | 12,105   |                   |  
|                                                                                |                                                                               |               |          |                   |  
|Total Current Assets                                                            |                                                                               |               | 532,369  |                   |  
|Other Assets                                                                    |                                                                               |               |          |                   |  
|Cost in excess of net assets of businesses acquired                             |                                                                               |               | 42,132   |                   |  
|Investments in and advances to affiliates                                       |                                                                               |               | 3,886    |                   |  
|Other assets                                                                    |                                                                               |               | 9,737    |                   |  
|Property, Plant, and Equipment                                                  |                                                                               |               |          |                   |  
|Land and land improvements                                                      |                                                                               |               | 21,692   |                   |  
|Buildings                                                                       |                                                                               |               | 108,937  |                   |  
|Equipment                                                                       |                                                                               |               | 424,782  |                   |  
|Allowances for depreciation                                                     |                                                                               |               | (346,253 | )                 |  
|                                                                                |                                                                               |               |          |                   |  
|                                                                                |                                                                               |               | 209,158  |                   |  
|                                                                                |                                                                               |               |          |                   |  
|TOTAL ASSETS                                                                    |                                                                               | $             | 797,282  |                   | $
|                                                                                |                                                                               |               |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                            |                                                                               |               |          |                   |  
|Current liabilities                                                             |                                                                               |               |          |                   |  
|Notes payable                                                                   |                                                                               | $             | 3,769    |                   | $
|Accounts payable                                                                |                                                                               |               | 42,571   |                   |  
|Accrued expenses and other liabilities                                          |                                                                               |               | 24,969   |                   |  
|Compensation and related expenses                                               |                                                                               |               | 19,816   |                   |  
|Current portion of long-term debt                                               |                                                                               |               | 5,978    |                   |  
|                                                                                |                                                                               |               |          |                   |  
|Total Current Liabilities                                                       |                                                                               |               | 97,103   |                   |  
|Deferred liabilities                                                            |                                                                               |               | 38,531   |                   |  
|Long-term debt, less current portion                                            |                                                                               |               | 39,349   |                   |  
|Minority interest                                                               |                                                                               |               |         |                   |  
|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                                                      |                                                                               |               | 67,222   |                   |  
|Accumulated other comprehensive income                                          |                                                                               |               | (46,244  | )                 |  
|Retained earnings                                                               |                                                                               |               | 841,386  |                   |  
|Treasury stock, at cost (20,915,172 shares in Mar.; 21,187,764 shares in Sept.) |                                                                               |               | (241,092 | )                 |  
|                                                                                |                                                                               |               |          |                   |  
|                                                                                |                                                                               |               | 622,299  |                   |  
|                                                                                |                                                                               |               |          |                   |  
|TOTAL LIABILITIES AND EQUITY                                                    |                                                                               | $             | 797,282  |                   | $
|                                                                                |                                                                               |               |          |                   |  

3

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

|                                       |         | Three Months Ended
March 31 |         | Six Months Ended
March 31 |  
|-------------------------------------- | ------- | --------------------------- | ------- | ------------------------- | -
|
|Sales                                  |         | $                           | 199,731 |                           | $
|Cost of products sold                  |         |                             | 147,121 |                           |  
|                                       |         |                             |         |                           |  
|Gross Profit                           |         |                             | 52,610  |                           |  
|Operating Expenses                     |         |                             |         |                           |  
|Research and development               |         |                             | 13,100  |                           |  
|Sales and administrative               |         |                             | 34,534  |                           |  
|                                       |         |                             |         |                           |  
|                                       |         |                             | 47,634  |                           |  
|                                       |         |                             |         |                           |  
|Operating Income                       |         |                             | 4,976   |                           |  
|Other                                  |         |                             |         |                           |  
|Interest expense                       |         |                             | 1,195   |                           |  
|Interest income                        |         |                             | (903    | )                         |  
|Other (income) expense, net            |         |                             | (39     | )                         |  
|Gain on the sale of equity investments |         |                             |        |                           |  
|                                       |         |                             |         |                           |  
|                                       |         |                             | 253     |                           |  
|                                       |         |                             |         |                           |  
|Income Before Taxes                    |         |                             | 4,723   |                           |  
|Income taxes                           |         |                             | 1,417   |                           |  
|                                       |         |                             |         |                           |  
|Net Income                             |         | $                           | 3,306   |                           | $
|                                       |         |                             |         |                           |  
|Basic and Diluted Earnings per Share   |         | $                           | 0.04    |                           | $
|                                       |         |                             |         |                           |  
|Average Shares Outstanding             |         |                             |         |                           |  
|                                       | Basic   |                             |         | 81,777                    |  
|                                       |         |                             |         |                           |  
|                                       | Diluted |                             |         | 81,889                    |  
|                                       |         |                             |         |                           |  

4

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

|                                                              |  | Six Months Ended
March 31 |        
|------------------------------------------------------------- |  | ------------------------- | -------
|
|Cash Flows from Operations                                    |  |                           |        
|Net Income                                                    |  | $                         | 18,633 
|Adjustments to Net Income                                     |  |                           |        
|Depreciation and amortization                                 |  |                           | 25,055 
|Gain on sale of equity investments                            |  |                           | (8,651 
|Decrease in accounts receivable                               |  |                           | 74,462 
|Decrease/(Increase) in inventories                            |  |                           | 12,952 
|(Increase)/Decrease in miscellaneous current and other assets |  |                           | (5,514 
|Decrease in accounts payable and other liabilities            |  |                           | (23,751
|Other                                                         |  |                           | (359   
|                                                              |  |                           |        
|Net Cash From Operations                                      |  |                           | 92,827 
|Investing Activities                                          |  |                           |        
|Capital expenditures                                          |  |                           | (25,390
|Proceeds from sale of equity investments                      |  |                           | 50,301 
|Acquisition of businesses, net of cash received               |  |                           | (121   
|Investments in and advances to affiliates, net                |  |                           | 58     
|Proceeds from sale of property, plant and equipment           |  |                           | 232    
|                                                              |  |                           |        
|Net Cash From/(Used in) Investing Activities                  |  |                           | 25,080 
|Financing Activities                                          |  |                           |        
|Long-term debt payments                                       |  |                           | (20,308
|Short-term debt (payments) borrowingsnet                     |  |                           | (38,815
|Stock purchase and option plans                               |  |                           | 2,083  
|                                                              |  |                           |        
|Net Cash Used in Financing Activities                         |  |                           | (57,040
|Effect of exchange rate changes on cash                       |  |                           | (1,401 
|                                                              |  |                           |        
|Total Increase for the period                                 |  |                           | 59,466 
|Cash and cash equivalents at beginning of period              |  |                           | 112,442
|                                                              |  |                           |        
|Cash and cash equivalents at end of period                    |  | $                         | 171,908
|                                                              |  |                           |        

5

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ANDREW CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE ABASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the three and six month periods ended March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending September 30, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on
Form 10-K for the year ended September 30, 2001.

NOTE BEARNINGS PER SHARE

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

|                             |                                     | Three Months Ended
March 31 |        | Six Months Ended
March 31
|---------------------------- | ----------------------------------- | --------------------------- | ------ | -------------------------
|
|BASIC EARNINGS PER SHARE     |                                     |                             |        |                          
|Numerator:                   |                                     |                             |        |                          
|                             | Numerator for net income per share  |                             | $      | 3,306                    
|Denominator:                 |                                     |                             |        |                          
|                             | Weighted average shares outstanding |                             |        | 81,777                   
|                             |                                     |                             |        |                          
|Net income per sharebasic   |                                     | $                           | 0.04   |                          
|                             |                                     |                             |        |                          
|DILUTED EARNINGS PER SHARE   |                                     |                             |        |                          
|Numerator:                   |                                     |                             |        |                          
|                             | Numerator for net income per share  |                             | $      | 3,306                    
|Denominator:                 |                                     |                             |        |                          
|                             | Weighted average shares outstanding |                             |        | 81,777                   
|                             | Effect of dilutive securities:      |                             |        |                          
|                             |                                     | Stock options               |        |                          
|                             |                                     |                             |        |                          
|                             |                                     |                             | 81,889 |                          
|                             |                                     |                             |        |                          
|Net income per sharediluted |                                     | $                           | 0.04   |                          
|                             |                                     |                             |        |                          

Options
to purchase 4,193,915 shares of common stock, at exercise prices ranging from $19.33$38.17 per share, were not included in the computation of diluted earnings per
share for the six months ended March 2002 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 3,656,467 shares of common
stock, at exercise prices ranging from $18.19$38.17 per share, were not included in the March 2001 diluted earnings per share calculation because the options' exercise prices were
higher than the average market price of the common shares.

6

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NOTE CCOMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" 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. Comprehensive income for the six months ended
March 31, 2002 and 2001 amounted to $17,162,000 and $23,589,000, respectively. Comprehensive income (loss) for the three months ended March 31, 2002 and 2001 amounted to $2,722,000 and
($221,000), respectively.

NOTE DADOPTION OF NEW ACCOUNTING POLICIES

At the beginning of fiscal year 2002, the company adopted the Financial Accounting Standards Board Statements of Financial Accounting Standards (FASB)
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful lives. Goodwill amortization included in sales and administrative expense in fiscal years 2001, 2000 and 1999 was
$4.6 million, $4.0 million and $2.0 million, respectively. Goodwill amortization included in sales and administrative expense for the second quarter and first six months of fiscal
year 2001 was $1.1 million and $2.2 million, respectively. Upon adoption of this standard the company was required to perform an impairment test of goodwill. This test showed no
impairment of goodwill. The adoption of the provisions for amortization of intangible assets did not impact the company's amortization of these assets. Based on the company's current intangibles
assets the company expects amortization expense for these intangibles to be approximately $0.6 million a year for the next five years.

The
following table discloses pro forma results for net income and earnings per share as if the non-amortization of goodwill provisions of FASB Statement No. 142 were
adopted at the beginning of fiscal year 2001.

|                                              |  | Three Months Ended
March 31 |       | Six Months Ended
March 31
|--------------------------------------------- |  | --------------------------- | ----- | -------------------------
|
|
|Reported Net Income                           |  | $                           | 3,306 |                          
|Add back: Goodwill amortization               |  |                             |      |                          
|                                              |  |                             |       |                          
|Adjusted net income                           |  | $                           | 3,306 |                          
|Reported Basic and Diluted earnings per share |  | $                           | 0.04  |                          
|Add back: Goodwill amortization               |  |                             |      |                          
|                                              |  |                             |       |                          
|Adjusted Basic and Diluted earnings per share |  | $                           | 0.04  |                          

NOTE ERECENTLY ISSUED ACCOUNTING POLICIES

In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 143, Accounting and Reporting for
Obligations Associated with the Retirement of Tangible Long-lived Assets and the Associated Asset Retirement Costs. In August 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 144, Accounting and Reporting for the Impairment or Disposal of Long-lived Assets. The company will adopt these accounting standards
beginning in fiscal year 2003. The company does not expect that the adoption of these standards will have a material effect on the company's financial statements.

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NOTE FSALE OF EQUITY INVESTMENTS AND TELECOMMUNICATIONS COMPANY

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

The
company guaranteed a line of credit with ABN-AMRO used by these ventures. As of September 30, 2001, the company had guaranteed $53.5 million, of which
$47.3 million was outstanding. The company no longer guarantees borrowings for the ventures that were sold. The company still has investments totaling $3.8 million in telecommunication
ventures. The company guarantees a $1.5 million line of credit used by these remaining ventures. As of March 31, 2002, $1.1 million was outstanding under this line of credit. The
company is in the process of considering possible options that may involve the divestiture of all or a significant portion of these ventures.

NOTE GPENDING AQUISTION

On February 19, 2002, the company announced a definitive agreement to acquire Celiant Corporation of Warren, New Jersey for $203.1 million in cash
and 16.3 million shares of the company's common stock. On February 19, the value of the transaction was approximately $470 million. Celiant, which was spun out of Lucent
Technologies in June of 2001 is a leader in the power amplifier and radio frequency (RF) subsystem market. The company received approval from the Justice Department on April 5, 2002, to proceed
with this acquisition. The company expects to complete this transaction in June of 2002.

NOTE HSEGMENT

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

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

RESULTS OF OPERATIONS

Telecommunication services providers have continued to cut back on capital expenditures, driving sales of the company's main products lower. Sales for the second
quarter of 2002 were $199.7 million, down 16.5% compared to the second quarter of 2001 and down 10.6% from the first quarter of 2002. This decrease was mainly due to a decline in wireless
infrastructure sales in most geographic markets. China was the only major market where sales increased in the second quarter of 2002 compared to the second quarter of 2001. Sales in China for the
second quarter of 2002 increased year over year, but were down from the large sales volumes experienced in the second half of 2001. The Latin American market declined sharply compared to last year,
driven primarily by economic uncertainty in that region.

For
the second quarter of 2002, sales to the fixed telecommunications network market decreased in every region compared to the second quarter of 2001. The largest decrease in this
category was in the U.S. where sales of equipment shelters decreased sharply. Sales to the broadcast and government market were down slightly despite significant increases in the U.S. broadcast
market. U.S. sales of broadcast subsystems continue to grow as television broadcasters convert to digital transmission systems. Wireless accessory sales for the second quarter of 2002 increased
compared to the second

8

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quarter of 2001, mostly due to the impact of the Micro Pulse acquisition in August of 2001. On a sequential basis, wireless product sales declined from the first quarter due to normal seasonality of
wireless products sales.

From
a product standpoint, coaxial cable and terrestrial microwave antenna system sales were down in the second quarter compared to both the first quarter of 2002 and second quarter of
2001. The decrease was due to weakness in the wireless infrastructure and fixed telecommunication network markets. Other antenna and support product sales decreased compared to the second quarter of
2001 due mostly to the substantial decrease in equipment shelter sales. This was partially offset by increases in broadcast antenna, base station antenna and power amplifier sales.

Sales
for the six months ended March 31, 2002 were $423.2 million, 19.1% lower than the first six months of fiscal year 2001. Lower spending on telecommunication equipment
in most major geographic regions drove sales down. The same trends of lower spending on wireless infrastructure and telecommunications networks that negatively impacted the second quarter of fiscal
year 2002 also negatively impacted the first quarter of fiscal year 2002.

Gross
margin as a percentage of sales was 26.3% in the second quarter of 2002, compared to 28.0% in the second quarter of 2001. The decrease was mostly due to pricing pressure and lower
volumes, and was partially offset by gains in manufacturing efficiency and cost reductions. The decline in average product prices ranged from 5% to 12% compared to 2001. Product mix had a slight
negative impact on gross margin percentage in the quarter. Also contributing to this decrease was the payment of $1.8 million of severance related costs that were incurred in the quarter.
During the quarter the company made reductions in staff that resulted in $3.2 million of severance related charges, of which $1.8 million was charged to cost of goods sold and
$1.4 million was charged to operating expenses. Gross margin as a percentage of sales was 27.4% and 29.9% for the first six months of fiscal years 2002 and 2001, respectively. The
year-to-date decrease in margin percentage was mainly due to the impact of lower prices, which was partially offset by efficiency improvements.

Operating
expenses decreased 12.9% or $7.1 million compared to the second quarter of last year and were down 8.6% or $4.5 million compared to the first quarter of 2002. On
a year-to-date basis, total operating expenses were down $9.0 million or 8.2%. The decrease in total operating expense was due to a significant reduction in sales and
administrative expenses. The company has recently taken steps to reduce operating expenses, including staffing reduction, hiring freezes, an early retirement program and a reduction in discretionary
spending. Operating expenses for the second quarter included $1.4 million of severance related costs due to these staff reductions.

While
total operating expenses were down, the company has continued to increase research and development expenditures. Research and development expense increased 6.4% or
$0.8 million compared to the second quarter of 2001 and 9.9% or $2.4 million on a year-to-date basis. The company has continued to focus its research and
development on power amplifiers, base station antennas and repeaters.

For
the second quarter of 2002 sales and administrative expense declined 18.6% or $7.9 million compared to the second quarter of 2001 and were down 11.5% or $4.5 million
compared to the first quarter of 2002. On a year-to-date basis sales and administrative expenses were down 13.3% or $11.3 million. For the second quarter, marketing
related expenses were down 14.6% and administration expense declined 22.1% compared to the second quarter of 2001. Administrative costs decreased primarily due to cost reduction efforts, lower bonus
and profit sharing expense and the elimination of expenses related to the company's Russian telecommunication ventures, which were sold in December of 2001. A portion of this decrease was also due to
the company adopting the non-amortization provisions of FASB Statement No. 142. Goodwill amortization included in administrative expenses was $1.1 million in both the first
and second quarters of fiscal year 2001.

9

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Lower
debt levels and an increase in short-term investments have lowered interest expense and increased interest income. Interest expense decreased $0.5 million or
31.0% for the second quarter and $1.5 million or 35.7% for the first six months of the fiscal year. In the second quarter interest income more than doubled, increasing $0.5 million
compared to the second quarter of 2001. For the first six months of 2002 interest income increased $0.7 million or 66.7%, compared to 2001. Other income decreased by $1.1 million in the
second quarter of 2002, mostly due to a decrease in foreign exchange gains. On a year-to-date basis, other income / expense was $0.9 million of income in the first six
months of 2002 compared to expense of $2.1 million in the first six months of 2001. This was mostly due to foreign exchange losses incurred in the first quarter of fiscal year 2001 as a result
of fluctuation in European currencies. Also contributing to this year-to-date fluctuation was the elimination of minority interest expense for the company's Brazil operation.
The 30% minority interest in the company's Brazil operation was purchased in the second quarter of fiscal year 2001. On a year-to-date basis, total other income for 2002
includes the $8.7 million gain recognized in the first quarter of 2002 for the sale of the company's equity investments in Russian telecommunication ventures.

Income
taxes were 30.0% of pretax income for the second quarter as compared to 32.0% for the second quarter of 2001. The lower effective tax rate is due to the impact of not amortizing
goodwill, per FASB No. 142, and a higher percentage of the company's income is being earned outside the U.S., where lower effective tax rates apply. On a year-to-date
basis, income taxes were 24.9% of pretax income as compared to the 32.0% for 2001. The decrease in the effective tax rate for the first six months of 2002 was due to the lower effective tax rate that
applied to the $8.7 million gain recognized on the sale of the company's Russian telecommunications ventures. Excluding the impact of this gain, the effective tax rate for the fiscal year 2002
would have been 30.0%.

LIQUIDITY

Cash and cash equivalents increased $59.5 million during the first half of 2002 to $171.9 million. Working capital totaled $435.3 million at
March 31, 2002 compared to $376.1 million at September 30, 2001. In the first six months of fiscal year 2002 the company has increased its cash balances by 52.8% and decreased its
total outstanding debt by 55.2%. The company's stronger balance sheet is due to improved cash flow generated from operations, lower spending on capital expenditures and the $50.3 million of
cash received from the sale of the company's Russian telecommunication ventures. The company generated $92.8 million of cash flow from operations in the first half of 2002, a 36.4% increase
over the first half of 2001. Management believes that the company's strong working capital position, low debt levels and ability to generate cash flow from operations will allow the company to meet
its normal operating cash flow needs.

The
company plans to complete its acquisition of Celiant Corporation in June of 2002. The company will pay $203.1 million in cash and 16.3 million shares of common stock
for Celiant. The company
currently plans to fund this transaction with cash on hand and its available line of credit. The company maintains a $150 million revolving line of credit agreement, which had no borrowings
outstanding as of March 31, 2002.

The
company generated $92.8 million of cash from operations during the first six months of 2002, 36.4% more than the $68.1 million generated in the first six months of
fiscal year 2001. The improved cash flow from operations was mainly the result of decreases in accounts receivable and inventory due to lower sales volumes. The decrease in accounts receivable was
also the result of improved collection efforts. Days sales in billed receivables were 73 days at March 31, 2002, declining six days from 79 days at March 31, 2001 and three
days from 76 days at September 30, 2001.

The
company generated $25.1 million in the first six months of 2002 from investing activities. The company received $50.3 million from the sale of its investments in
Russian telecommunication ventures and its wholly owned telecommunications subsidiary. Capital expenditures for the first six months of

10

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2002 were $25.4 million, decreasing 38.3% from the $41.2 million of capital expenditures in the first six months of fiscal year 2001. The decrease in capital expenditures was due to
less investment in the company's manufacturing facilities and lower expenditures for management information systems. The decrease in capital expenditures for manufacturing facilities was mostly due to
expenditures made in the first half of 2001 for expansion of the company's China manufacturing facilities.

Net
cash used for financing activities totaled $57.0 million for the first six months of fiscal year 2002. The company reduced its long-term debt by
$20.3 million in the first six months of 2002. This was mostly due to the company paying off $19.3 million of long-term debt in China in the second quarter. The company had
used this debt to finance expansion in China and was able to pay this debt off with cash generated from the operations in China. The company repaid $38.8 million of notes payable in first six
months of 2002, repaying all outstanding borrowing under the company's $150 million revolving credit agreement. The largest portion of these notes payable was repaid in the first quarter when
the company paid off $35.5 million of Swiss franc denominated notes payable. The company used this borrowing as a net investment hedge to protect the economic value of short-term
Swiss franc investments held in Europe. Based on current interest rates, it is more cost effective for the company to use forward exchange contracts to protect the value of these
short-term investments.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

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

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

While
Andrew Corporation's management is optimistic about the Company's long-term prospects, you should consider the risks and uncertainties in evaluating its growth outlook.
Risks that may affect us include the volatility of our stock price, fluctuations in our operating results, the impact of economic fluctuations, intense competition and pricing pressure, rapid
technological change and pressure for us to develop new products and risks associated with our international operations. In addition, weak economic conditions have had a material negative impact on
the worldwide telecommunications industry, and the rate at which the telecommunications industry improves is critical to the company's ability to improve its overall financial performance. The company
has recently announced that it plans to acquire Celiant Corporation in the near future. While the company's management is optimistic about this planned merger, the company's ability to successfully
implement this merger, integrate operations and achieve the forecasted synergies and cost savings may materially impact the company's future operations. For a more complete discussion of these and
other risks, uncertainties and assumptions that may affect us, see the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2001.

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PART IIOTHER INFORMATION

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

|Nominee        |  | For        |  | Against |  | Broker/Non-Votes |  | Abstentions
|-------------- |  | ---------- |  | ------- |  | ---------------- |  | -----------
|J.G. Bollinger |  | 73,919,340 |  | 0       |  | 0                |  | 1,903,020  
|T.A. Donahoe   |  | 74,025,392 |  | 0       |  | 0                |  | 1,796,968  
|F.L. English   |  | 73,767,996 |  | 0       |  | 0                |  | 2,054,364  
|J. D. Fluno    |  | 74,005,039 |  | 0       |  | 0                |  | 1,817,321  
|W. O. Hunt     |  | 73,620,954 |  | 0       |  | 0                |  | 2,201,406  
|C.R. Nicholas  |  | 74,407,771 |  | 0       |  | 0                |  | 1,414,589  
|G. O. Toney    |  | 73,982,773 |  | 0       |  | 0                |  | 1,839,587  
|D.L. Whipple   |  | 73,006,750 |  | 0       |  | 0                |  | 2,815,610  

Item 6.    Exhibits and reports on Form 8-K

None

On
February 20, 2002, the Registrant filed under Item 5 of Form 8-K. The Form 8-K contained the February 19, 2002 press release
announcing that the Registrant had entered into a definitive agreement to acquire Celiant Corporation.

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SIGNATURE

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    May 13, 2001 |  | By: | /s/CHARLES R. NICHOLAS                                                                                                 
|                     |  |     | Charles R. Nicholas
Vice Chairman and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)

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