---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, 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 March 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 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)

---

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

Yes  ý        No  o

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

Common
Stock, $.01 Par Value98,329,555 shares as of May 12, 2003

---

---

---



INDEX  ANDREW CORPORATION

|PART I.        |  | FINANCIAL INFORMATION                                                                  |  | 3 
|-------------- |  | -------------------------------------------------------------------------------------- |  | --
|Item 1.        |  | Financial Statements (Unaudited)                                                       |  | 3 
|               |  | Consolidated balance sheetsMarch 31, 2003 and September 30, 2002.                     |  | 3 
|               |  | Consolidated statements of incomeThree and six months ended March 31, 2003 and 2002.  |  | 4 
|               |  | Consolidated statements of cash flowsSix months ended March 31, 2003 and 2002.        |  | 5 
|               |  | Notes to consolidated financial statementsMarch 31, 2003.                             |  | 6 
|Item 2.        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations. |  | 10
|Item 3.        |  | Quantitative and Qualitative Disclosures About Market Risks                            |  | 14
|Item 4.        |  | Controls and Procedures.                                                               |  | 14
|PART II.       |  | OTHER INFORMATION                                                                      |  | 15
|Item 4.        |  | Submission of Matters to a Vote of Security Holders.                                   |  | 15
|Item 6.        |  | Exhibits and Reports on Form 8-K.                                                      |  | 16
|SIGNATURES     |  | 17                                                                                    
|CERTIFICATIONS |  | 18                                                                                    

2

---



ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED)

ANDREW CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                                                                        |                               | March 31
2003 |           | September 30
2002 |  
|--------------------------------------------------------------------------------------- | ----------------------------- | ------------- | --------- | ----------------- | -
|
|ASSETS                                                                                  |                               |               |           |                   |  
|Current Assets                                                                          |                               |               |           |                   |  
|Cash and cash equivalents                                                               |                               | $             | 79,074    |                   | $
|Accounts receivable, less allowances (Mar. 2003$8,339;
Sept. 2002$6,516)              |                               |               | 174,797   |                   |  
|Inventories                                                                             |                               |               |           |                   |  
|                                                                                        | Finished products             |               |           | 75,711            |  
|                                                                                        | Materials and work in process |               |           | 74,374            |  
|                                                                                        |                               |               |           |                   |  
|                                                                                        |                               |               | 150,085   |                   |  
|Other current assets                                                                    |                               |               | 21,504    |                   |  
|Current assetsdiscontinued operations                                                  |                               |               | 651       |                   |  
|                                                                                        |                               |               |           |                   |  
|Total Current Assets                                                                    |                               |               | 426,111   |                   |  
|Other Assets                                                                            |                               |               |           |                   |  
|Costs in excess of net assets of businesses acquired                                    |                               |               | 397,277   |                   |  
|Intangible assets, less amortization                                                    |                               |               | 39,855    |                   |  
|Other assets                                                                            |                               |               | 3,092     |                   |  
|Non-current assetsdiscontinued operations                                              |                               |               |          |                   |  
|Property, Plant, and Equipment                                                          |                               |               |           |                   |  
|Land and land improvements                                                              |                               |               | 17,962    |                   |  
|Buildings                                                                               |                               |               | 99,666    |                   |  
|Equipment                                                                               |                               |               | 455,127   |                   |  
|Allowance for depreciation                                                              |                               |               | (384,099  | )                 |  
|                                                                                        |                               |               |           |                   |  
|                                                                                        |                               |               | 188,656   |                   |  
|                                                                                        |                               |               |           |                   |  
|TOTAL ASSETS                                                                            |                               | $             | 1,054,991 |                   | $
|                                                                                        |                               |               |           |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                    |                               |               |           |                   |  
|Current Liabilities                                                                     |                               |               |           |                   |  
|Notes payable                                                                           |                               | $             | 32,500    |                   | $
|Accounts payable                                                                        |                               |               | 61,534    |                   |  
|Accrued expenses and other liabilities                                                  |                               |               | 35,102    |                   |  
|Compensation and related expenses                                                       |                               |               | 22,605    |                   |  
|Restructuring                                                                           |                               |               | 6,741     |                   |  
|Current portion of long-term debt                                                       |                               |               | 6,935     |                   |  
|Current liabilitiesdiscontinued operations                                             |                               |               |          |                   |  
|                                                                                        |                               |               |           |                   |  
|Total Current Liabilities                                                               |                               |               | 165,417   |                   |  
|Deferred liabilities                                                                    |                               |               | 19,283    |                   |  
|Long-term debt, less current portion                                                    |                               |               | 9,277     |                   |  
|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                                                              |                               |               | 145,480   |                   |  
|Accumulated other comprehensive loss                                                    |                               |               | (33,959   | )                 |  
|Retained earnings                                                                       |                               |               | 799,010   |                   |  
|Treasury stock, at cost (4,388,655 shares in Mar. 2003; 4,500,493 shares
in Sept. 2002) |                               |               | (50,544   | )                 |  
|                                                                                        |                               |               |           |                   |  
|                                                                                        |                               |               | 861,014   |                   |  
|                                                                                        |                               |               |           |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              |                               | $             | 1,054,991 |                   | $
|                                                                                        |                               |               |           |                   |  

See Notes to Consolidated Financial Statements.

3

---



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

|                                                                     |         | Three Months Ended
March 31 |         | Six Months Ended
March 31 |  
|-------------------------------------------------------------------- | ------- | --------------------------- | ------- | ------------------------- | -
|
|Sales                                                                |         | $                           | 201,318 |                           | $
|Cost of products sold                                                |         |                             | 149,601 |                           |  
|                                                                     |         |                             |         |                           |  
|Gross Profit                                                         |         |                             | 51,717  |                           |  
|Operating Expenses                                                   |         |                             |         |                           |  
|Research and development                                             |         |                             | 19,665  |                           |  
|Sales and administrative                                             |         |                             | 31,314  |                           |  
|Intangible amortization                                              |         |                             | 3,683   |                           |  
|Restructuring                                                        |         |                             | 126     |                           |  
|                                                                     |         |                             |         |                           |  
|                                                                     |         |                             | 54,788  |                           |  
|                                                                     |         |                             |         |                           |  
|Operating Income (Loss)                                              |         |                             | (3,071  | )                         |  
|Other                                                                |         |                             |         |                           |  
|Interest expense                                                     |         |                             | 906     |                           |  
|Interest income                                                      |         |                             | (179    | )                         |  
|Other income                                                         |         |                             | (1,410  | )                         |  
|Gain on the sale of equity investments                               |         |                             |        |                           |  
|                                                                     |         |                             |         |                           |  
|                                                                     |         |                             | (683    | )                         |  
|                                                                     |         |                             |         |                           |  
|Income (Loss) from Continuing Operations                             |         |                             |         |                           |  
|Before Income Taxes                                                  |         |                             | (2,388  | )                         |  
|Income tax (benefit) expense                                         |         |                             | (717    | )                         |  
|                                                                     |         |                             |         |                           |  
|Income (Loss) from Continuing Operations                             |         |                             | (1,671  | )                         |  
|Loss from Discontinued Operations, Net of Tax Benefit                |         |                             | 1,760   |                           |  
|                                                                     |         |                             |         |                           |  
|Net Income (Loss)                                                    |         | $                           | (3,431  | )                         | $
|                                                                     |         |                             |         |                           |  
|Basic and Diluted Income (Loss) per Share from Continuing Operations |         | $                           | (0.02   | )                         | $
|                                                                     |         |                             |         |                           |  
|Basic and Diluted Net Income (Loss) per Share                        |         | $                           | (0.03   | )                         | $
|                                                                     |         |                             |         |                           |  
|Average Shares Outstanding                                           |         |                             |         |                           |  
|                                                                     | Basic   |                             |         | 98,330                    |  
|                                                                     | Diluted |                             |         | 98,330                    |  

See Notes to Consolidated Financial Statements.

4

---



ANDREW CORPORATION  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  (Dollars in thousands)

|                                                |                                                      | Six Months Ended
March 31 |        
|----------------------------------------------- | ---------------------------------------------------- | ------------------------- | -------
|
|Cash Flows from Operations                      |                                                      |                           |        
|Net Income                                      |                                                      | $                         | 2,636  
|Adjustments to Net Income                       |                                                      |                           |        
|                                                | Depreciation and amortization                        |                           |        
|                                                | Gain on the sale of equity investments               |                           |        
|                                                | Other                                                |                           |        
|Restructuring and Discontinued Operations       |                                                      |                           |        
|                                                | Restructuring costs                                  |                           |        
|                                                | Discontinued operations costs, net of taxes          |                           |        
|                                                | Operating cash flow from discontinued operations     |                           |        
|Change in Operating Assets / Liabilities        |                                                      |                           |        
|                                                | Decrease in accounts receivable                      |                           |        
|                                                | (Increase) / Decrease in inventories                 |                           |        
|                                                | Decrease / (Increase) in other assets                |                           |        
|                                                | Decrease in accounts payable and other liabilities   |                           |        
|                                                |                                                      |                           |        
|Net Cash from Operations                        |                                                      |                           | 34,980 
|Investing Activities                            |                                                      |                           |        
|                                                | Capital expenditures                                 |                           |        
|                                                | Proceeds from the sale of businesses and investments |                           |        
|                                                | Acquisition of businesses, net of cash acquired      |                           |        
|                                                | Investments in and advances to affiliates            |                           |        
|                                                | Proceeds from sale of property, plant and equipment  |                           |        
|                                                |                                                      |                           |        
|Net Cash (Used for) / from Investing Activities |                                                      |                           | (6,861 
|Financing Activities                            |                                                      |                           |        
|                                                | Long-term debt payments, net                         |                           |        
|                                                | Notes payable payments, net                          |                           |        
|                                                | Stock purchase and option plans                      |                           |        
|                                                |                                                      |                           |        
|Net Cash Used for Financing Activities          |                                                      |                           | (38,051
|Effect of exchange rate changes on cash         |                                                      |                           | 4,135  
|                                                |                                                      |                           |        
|(Decrease) / Increase for the Period            |                                                      |                           | (5,797 
|Cash and Equivalents at Beginning of Period     |                                                      |                           | 84,871 
|                                                |                                                      |                           |        
|Cash and Equivalents at End of Period           |                                                      | $                         | 79,074 
|                                                |                                                      |                           |        

See Notes to Consolidated Financial Statements.

5

---



ANDREW CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.    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, 2003 are not necessarily indicative of the results that may be
expected for the year ending September 30, 2003. 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, 2002.

NOTE 2.    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                                   |                                              |                             |        |                          
|Income (loss) from continuing operations                   |                                              | $                           | (1,671 | )                        
|Average basic shares outstanding                           |                                              |                             | 98,330 |                          
|                                                           |                                              |                             |        |                          
|Basic income (loss) from continuing operations per share   |                                              | $                           | (0.02  | )                        
|                                                           |                                              |                             |        |                          
|Net income (loss)                                          |                                              | $                           | (3,431 | )                        
|Average basic shares outstanding                           |                                              |                             | 98,330 |                          
|                                                           |                                              |                             |        |                          
|Net income (loss) per share                                |                                              | $                           | (0.03  | )                        
|                                                           |                                              |                             |        |                          
|DILUTED EARNINGS PER SHARE                                 |                                              |                             |        |                          
|Income (loss) from continuing operations                   |                                              | $                           | (1,671 | )                        
|Average basic shares outstanding                           |                                              |                             | 98,330 |                          
|                                                           | Effect of dilutive securities: stock options |                             |        |                         
|                                                           |                                              |                             |        |                          
|Average diluted shares outstanding                         |                                              |                             | 98,330 |                          
|                                                           |                                              |                             |        |                          
|Diluted income (loss) from continuing operations per share |                                              | $                           | (0.02  | )                        
|                                                           |                                              |                             |        |                          
|Net income (loss)                                          |                                              | $                           | (3,431 | )                        
|Average basic shares outstanding                           |                                              |                             | 98,330 |                          
|                                                           | Effect of dilutive securities: stock options |                             |        |                         
|                                                           |                                              |                             |        |                          
|Average diluted shares outstanding                         |                                              |                             | 98,330 |                          
|                                                           |                                              |                             |        |                          
|Diluted net income (loss) per share                        |                                              | $                           | (0.03  | )                        
|                                                           |                                              |                             |        |                          

Options
to purchase 6,445,727 shares of common stock, at exercise prices ranging from $9.36$38.17 per share, were not included in the March 2003 diluted earnings per
share calculations because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 4,193,915 shares of common stock, at exercise prices
ranging from $19.33$38.17 per

6

---

share,
were not included in the March 2002 diluted earnings per share calculations because the options' exercise prices were higher than the average market price of the common shares.

NOTE 3.    COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130,Reporting Comprehensive Income, requires the company
to report foreign currency translation adjustments as a component of other comprehensive income. Comprehensive income for the six months ended March 31, 2003 and 2002 amounted to $14,766,000
and $17,162,000, respectively. Comprehensive income (loss) for the three months ended March 31, 2003 and 2002 amounted to ($1,537,000) and $2,722,000, respectively.

NOTE 4.    RECENTLY ISSUED ACCOUNTING POLICIES

In June 2002, the FASB issued Statements of Financial Accounting Standards No. 146,Accounting for Costs Associated with
Exit or Disposal Activities. The provisions of this statement will be effective for exit or disposal activities initiated after December 31, 2002. The company's current
restructuring plan, initiated in September 2002, is being accounted for under the previously existing accounting principles for restructuring, primarily Emerging Issues Task Force Issue
94-3. The company accrued pre-tax charges of $36.0 million when the company's management approved the current restructuring plan. If the company had accounted for this
restructuring plan under FASB No. 146, certain costs such as employee termination benefits of $11.8 million and lease and contract cancellation costs of $2.5 million accrued in
this $36.0 million would have been recognized over the restructuring period as incurred and not accrued in fiscal year 2002.

NOTE 5.    ADOPTION OF NEW ACCOUNTING POLICIES

At the beginning of fiscal year 2003, the company adopted FASB Statement No. 143,Accounting and Reporting for Obligations
Associated with the Retirement of Tangible Long-Lived Assets and the Associated Asset Retirement Costsand FASB Statement No.145,Rescission
of FASB Statements No. 4, 44, and 64, Amendment of Statement 13, and Technical Corrections. FASB Statement No. 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs. FASB Statement No. 145 modifies reporting of extinguishment of
debt and amends accounting for leases. The adoption of these statements did not impact the company's results of operations.

Starting
in the second quarter of 2003 the company has adopted Statement of Financial Accounting Standards No. 148,Accounting for Stock-Based
Compensation. See note 8 for the disclosures required by FASB No. 148.

NOTE 6.    RESTRUCTURING

In September 2002, the company initiated a plan to restructure its operations. The company plans to close several manufacturing and engineering facilities
and consolidate into fewer, more efficient facilities. The company has closed two U.S. manufacturing locations and is in the processes of closing three additional U.S. manufacturing locations. The
company has closed one international facility and will close three additional international facilities. The company is in the processes of moving the operations of these facilities to existing
facilities and to two new facilities the company plans to open in Mexico and the Czech Republic. The company has entered into agreements to lease facilities in both Mexico and Czech Republic. These
lease agreements will allow the company to significantly reduce the original estimate of $8.0 million dollars of capital expenditures that was required to build these facilities. The company
plans to start operations at these facilities in the third quarter. The company has paid $4.2 million of severance to 375 employees in the second quarter of 2003 and during the first six months
of 2003 the company paid $6.1 million to 545 employees who were terminated as part of

7

---

these
restructuring plans. Including discontinued operations (note 7) the company has reduced its workforce by 715 employees, plans to terminate approximately 485 additional employees as part
of its restructuring plans and anticipates that approximately 400 employees will be hired at the new facilities.

In
the fourth quarter of fiscal year 2002, the company recorded a $36.0 million pre-tax charge for these activities comprised of the following:

(Dollars
in thousands)

|                                      |  | Actual Charges to Reserve
|------------------------------------- |  | -------------------------
|
|Inventory write downs                 |  | $                        
|Employee termination costs            |  |                          
|Equipment and other asset write downs |  |                          
|Lease and contract cancellation costs |  |                          
|                                      |  |                          
|Pre-tax charge                        |  | $                        

Restructuring
costs for the relocation of fixed assets are being expensed as incurred and are included in operating expenses. The statements of operations for the three months and six
months ending March 31, 2003 contain $126 thousand and $205 thousand, respectively, of restructuring expense for the relocation of fixed assets.

NOTE 7.    DISCONTINUED OPERATIONS

The company has discontinued three non-strategic businesses: equipment shelters, wireless accessories and satellite modems. In September 2002,
the company recognized an after-tax charge of $26.4 million to reduce the carrying value of these assets to their fair value. The company estimated the fair value of these assets
based on the projected proceeds from sale of these assets, net of any related costs. These businesses employed approximately 170 employees. The company closed its satellite modem business in
September 2002 and sold its equipment shelter business in October 2002 and its wireless accessory business in January 2003.

The
company has restated all periods presented to reflect its equipment shelter, wireless accessory, and satellite modem businesses as discontinued operations. The results of operations
for the discontinued businesses are as follows:

|                                  |  | Three Months Ended
March 31 |        | Six Months Ended
March 31 |  
|--------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|
|Sales                             |  | $                           | 1,544  |                           | $
|Cost of products sold             |  |                             | 2,276  |                           |  
|                                  |  |                             |        |                           |  
|Gross Profit                      |  |                             | (732   | )                         |  
|Operating expenses                |  |                             | 1,782  |                           |  
|                                  |  |                             |        |                           |  
|Loss before income taxes          |  |                             | (2,514 | )                         |  
|Income tax benefit                |  |                             | (754   | )                         |  
|                                  |  |                             |        |                           |  
|Loss from discontinued operations |  | $                           | (1,760 | )                         | $
|                                  |  |                             |        |                           |  

8

---

NOTE 8.    STOCK-BASED COMPENSATION

In the second quarter of fiscal year 2003, the company adopted Statements of Financial Accounting Standards No. 148,Accounting for
Stock-Based Compensation. The company will continue to account for stock-based compensation plans using the intrinsic value method described in Accounting Principles Board
Opinion No. 25,Accounting for Stock Issued to Employees, and related Interpretations. All stock options granted by the company are granted at
market price and thus no compensation expense is recorded in the company's results of operations. Under FASB No. 148 the company is required to report quarterly pro forma net income and
earnings per share as if the company had accounted for its stock option plans under the fair value method. The following table shows the company's pro forma net income and earnings per share as if the
company had recorded the fair value of stock options as compensation expense.

|                                                        |  | Three Months Ended
March 31 |        | Six Months Ended
March 31 |  
|------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|
|Reported net income (loss)                              |  | $                           | (3,431 | )                         | $
|Charges for stock-based compensation, net of tax        |  |                             | (1,267 | )                         |  
|                                                        |  |                             |        |                           |  
|Pro forma net income (loss)                             |  | $                           | (4,698 | )                         | $
|Reported basic and diluted net income (loss) per share  |  | $                           | (0.03  | )                         | $
|Pro forma basic and diluted net income (loss) per share |  | $                           | (0.05  | )                         | $

NOTE 9.    WARRANTY RESERVE

In November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for
Guarantees. The company offers warranties on most of its products that qualify as guarantees under FASB Interpretation No. 45 and thus is required to disclose the
components of its warranty reserve. The specific terms and conditions of the warranties offered by the company vary depending upon the product sold. The company estimates the costs that may be
incurred under its warranty plans and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the company's warranty liability include the number
of units sold, type of products sold, historical and anticipated rates of warranty claims and cost per claim. The company periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary. Changes in the company's warranty reserve during the six months ended March 31, 2003 are as follows:

|(dollars in thousands)               |  |   |       
|------------------------------------ |  | - | ------
|Warranty Reserve Sept. 30, 2002      |  | $ | 9,932 
|Accrual for warranties issued        |  |   | 1,032 
|Warranty settlements made            |  |   | (1,079
|Warranty expirations and adjustments |  |   | (34   
|                                     |  |   |       
|Warranty Reserve March 31, 2003      |  | $ | 9,851 
|                                     |  |   |       

NOTE 10.    PENDING ACQUISITION

On February 18, 2003, the company announced a definitive agreement to acquire Allen Telecom Inc. of Beachwood, Ohio in a
stock-for-stock transaction valued at approximately $496 million. Under the terms of the agreement, which has been unanimously approved by the Board of Directors of both
companies, Allen shareholders will receive 1.775 shares of newly issued Andrew stock for each

9

---

Allen
share that they currently own. The company anticipates completing this transaction in late June of 2003, pending shareholder and regulatory approval.

NOTE 11.    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 of March 31, 2003. Under the company's amended and restated credit agreement dated December 19, 2002 the company must meet various requirements, including
maintaining net worth, maintaining a ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to total debt, maintaining a fixed charges coverage ratio and limits on the amount
of assets that the company can dispose of in a fiscal year. The company is required to report on these requirements quarterly.

NOTE 12.    SEGMENT

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

NOTE 13.    COSTS IN EXCESS OF NET ASSETS OF BUSINESSES ACQUIRED

The company adopted FASB No. 142,Goodwill and Other Intangible Assets, during fiscal year 2002. Under the
provisions of FASB No. 142, the company tests goodwill or Costs in Excess of Net Assets of Businesses Acquired on an annual basis. The company has elected to perform its annual impairment test
on the first day of its fiscal fourth quarter. The impairment test performed for fiscal year 2002 indicated no impairment of goodwill, but due to uncertain market conditions, it is possible that
future tests may indicate impairment of the fair value of goodwill, which could result in non-cash charges, adversely affecting the company's results of operations.

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

RESULTS OF OPERATIONS

Sales for the second quarter of fiscal year 2003 were $201.3 million, an increase of 6% compared to the second quarter of 2002. This increase was driven by
higher sales of power amplifiers due to the company's June 2002 acquisition of Celiant Corporation. Excluding the increase in the company's power amplifier business, sales decreased compared to
the second quarter of 2002 driven by continued weakness in the wireless infrastructure market. Compared to the second quarter of 2002, total sales decreased in all major geographic regions, with the
exception of Europe. Sales to the European wireless infrastructure market grew even excluding the impact of power amplifiers. U.S. wireless infrastructure sales were up modestly due to increased power
amplifier sales, which were mostly offset by a decrease in cable sales. Sales to the Asia-Pacific region were driven down by weak sales in China.

For
the second quarter of 2003 compared to the second quarter of 2002, from a market standpoint, wireless infrastructure sales were up, driven by power amplifier sales and offset by a
decline in cable sales. Sales to the fixed telecommunications market were down due to weak U.S. sales and partially offset by strong sales in Europe. The broadcast and government market was up
slightly due to increases in the U.S. and Europe and offset by a decrease in Latin America. From a product standpoint, sales of cable products were down in all markets except Europe. Terrestrial
microwave antenna sales were up, driven by strength in Europe. Other antenna and support products were down due to weak sales of base station antennas and broadcast antennas.

10

---

Sequentially,
sales decreased 21% from the first quarter to the second quarter of 2003 driven by a weak wireless infrastructure market and normal seasonal trends. On a sequential basis,
sales decreased in most major geographic regions and product categories. Wireless infrastructure sales showed the largest decrease, declining in all major geographic regions, except Latin America.

For
the first six months of 2003 compared to the first six months of 2002, sales increased 17% driven by the company's power amplifier business. Excluding the impact of the Celiant
acquisition, sales decreased due to a weak wireless infrastructure market. Excluding the impact of increased power amplifier sales, the European wireless infrastructure market was the only major
geographic region to show an increase in sales. The broadcast and government market, and the fixed telecommunication market showed slight decreases. Sales to the fixed telecommunications market showed
good growth in Europe and decreased in other regions. From a product standpoint, sales of cable products decreased in every region except Europe. Terrestrial microwave systems sales grew, driven by
strong sales in the U.S. and Europe. Other antenna and support products sales decreased due to a decrease in earth station and broadcast antennas.

Gross
margin as a percentage of sales was 25.7% in the second quarter of 2003, compared to 29.0% in the second quarter of 2002. This decrease in gross margin was driven by price erosion
and product mix and partially offset by cost reductions. The gross margin on the company's products varies. Cable products are the company's highest margin products, while power amplifiers and
terrestrial microwave systems typically have lower margins. Therefore, as the company expands its power amplifier operations, its consolidated gross margin percentage has decreased due to the shift in
product mix. In addition, the decrease in cable sales had a significant impact on gross margin for the second quarter, with cable volumes down approximately 26%. Continued pricing pressure on cable
products has also had a significant impact on the company's overall margin. For the second quarter of 2003 compared to the second quarter of 2002, the margin percentage on terrestrial microwave
products remained relatively stable and the margin on other antenna and support products decreased slightly. Due to the wide range in products in the other antenna and support product category,
margins on individual products can vary significantly. Gross margin decreased from 28.0% in the first quarter of 2003 due mostly to lower sales and production volumes. Cable production volumes were
down 23% sequentially. For the first six months of 2003 the gross margin percentage was 27.0% as compared to 30.4% for the first six months of 2002. This decrease was due to product mix, price
declines and lower cable volumes. The most significant impact on product mix was the increase in power amplifier sales.

In
April 2003, the company signed a new power amplifier supply agreement with Lucent Technologies. This agreement replaces the original agreement that the company acquired as part
of the June 2002 acquisition of Celiant Corporation. The new agreement maintains the value of the original minimum target purchase levels by extending these purchase targets another year. The
new agreement adds a percentage requirement of Lucent's worldwide power amplifier business, compared to the original agreement that covered only North America. The company believes that it has reached
an agreement that will benefit both companies. This supply agreement was filed with the Securities and Exchange Commission under Form 8-K on April 9, 2003.

Total
operating expenses for the second quarter of 2003 increased $10.1 million or 23% from the second quarter of 2002 due to an increase of $8.1 million in research and
development and $3.5 million of intangible amortization and offset by a $1.7 million decrease in sales and administrative expense. The $8.1 million or 71% increase in research and
development was driven by the company's expanded power amplifier business. The $3.5 million increase in intangible amortization is also due to the company's power amplifier business and
intangible assets acquired in the Celiant acquisition. Sales and administrative costs decreased $1.7 million or 5% due to lower bonus and profit sharing expenses and the impact of the company's
restructuring and cost cutting efforts. Compared to the first quarter of 2003, total operating expenses decreased $5.7 million or 9%, due to a $5.5 million or 15% decrease in

11

---

sales
and administrative expenses. Lower incentive bonus and profit sharing expenses were the largest drivers of this decrease.

For
the first six months of 2003, total operating expenses increased 23% due to increased research and development expense and intangible amortization, both a result of the company's
expanded power amplifier business. These increases were partially offset by the 3% decrease in sales and administrative expenses due to cost cutting efforts and lower profit-related compensation
expenses.

Total
other income and expense resulted in income of $0.7 million in the second quarter of 2003 compared to expense of $0.3 million in the second quarter of 2002, primarily
due to foreign exchange gains. Foreign exchange gains, mostly a result of the strengthening of the Euro, were the largest factor in the $1.4 million gain in other income for the second quarter
of 2003. Interest expense decreased $0.2 million on lower debt levels, and interest income dropped $0.7 million due to lower cash balances and lower interest rates. For the first six
months of 2003, interest expense decreased due to lower debt levels and interest income decreased due to lower cash balances. Foreign exchange gains in total were approximately the same for both the
first six months of 2002 and 2003. Other income for 2002 includes an $8.7 million gain on the sale of the company's Russian telecommunication ventures that was recorded in the first quarter of
2002.

Income
taxes were 30% of income from continuing operations before taxes for the first six months of 2003. If the $8.7 million gain on the sale of the company's Russian
telecommunication ventures was
excluded from 2002, the effective income tax rate would have been 30% for the first six months of 2002.

In
the fourth quarter of 2002, the company decided to discontinue three non-strategic businesses: equipment shelters, wireless accessories and satellite modems. The company
closed the satellite modem business in September 2002, sold the equipment shelter business in October 2002 and sold the wireless accessory business in January 2003. The company
recorded a loss from these discontinued operations of $1.8 million for the second quarter and $2.3 million for the first six months of 2003 compared to losses of $3.6 million and
$6.0 million for the same periods in 2002. The company anticipates that it will not incur any significant expenses relating to these businesses after the third quarter of 2003.

LIQUIDITY

Despite having a difficult second quarter, the company has maintained its strong balance sheet and reduced its outstanding debt. Working capital totaled
$260.7 million at March 31, 2003 compared to $240.6 million at September 30, 2002. In the first six months of fiscal year 2003 the company decreased its total outstanding
debt by $38.2 million. Cash, net of all outstanding debt, on March 31, 2003 was $30.4 million compared to ($2.0) million at September 30,2002. 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 anticipates completing its acquisition of Allen Telecom in late June 2003, pending shareholder and regulatory approval. Andrew will issue approximately
55 million shares of Andrew common stock to acquire Allen. The company has made a preliminary estimate that it will incur approximately $42.6 million of additional cash costs to complete
the merger. The company currently plans to fund these costs with cash on hand and its available line of credit. The company maintains a $160 million revolving line of credit, which had
$32.5 million of borrowings outstanding as of March 31, 2003. At March 31, 2003, Allen had a working capital balance of $183.6 million and its cash balance of
$78.8 million exceeded total debt by $1.6 million (excluding Allen's $50.0 million of convertible preferred stock). Management believes that after the acquisition of Allen, the
combined 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.

12

---

In
the first six months of 2003, the company generated $35.0 million in cash flow from operations, a decrease of 62% from the $92.8 million generated in the first six
months of 2002. This decrease was driven by the 80% decrease in net income and changes in operating assets and liabilities. Accounts receivable decreased $50.5 million in the first six months
of 2003 compared to the $63.8 million decrease in 2002. The relative slower decline in receivables in 2003 was due to higher sales and an increase in
days sales in billed receivables to 80 days at March 31, 2003 up from 77 days at December 31, 2002 and up from 74 days at March 31, 2002. This increase was
primarily driven by an increase in receivables in Asia and a one-year financing agreement in Australia with Ericsson. Inventory increased $14.6 million in the first six months of
2003. This was mostly due to a planned increase in finished goods to meet customer requirements as the company begins to move various manufacturing operations as part of its restructuring plans.
Accounts payable and other liabilities decreased $39.9 million dollars as the company paid down or reduced its outstanding liabilities.

The
company used $6.9 million of cash for investing activities in the first six months of 2003. This was principally due to $14.6 million for capital expenditures and
$7.3 million received for the sales of discontinued businesses. The company has significantly reduced its investment in manufacturing facilities over the last six months. Capital expenditures
were $14.6 million in the first six months of 2003, a 42% decrease from the $25.4 million spent in the first six months of 2002. The company received $7.3 million for the sale of
two discontinued business. The company sold its equipment shelter business in October 2002 and its wireless accessory business in January 2003. Investing activities for 2002 include
$50.3 million that the company received in the first quarter of 2002 for the sale of its Russian telecommunication ventures.

Net
cash used for financing activities totaled $38.1 million. The company reduced its net short-term notes payable borrowing by $33.7 million. The company
decreased borrowing under its revolving credit agreement in the U.S. and Canada by $28.4 million and repaid $9.7 million of short-term borrowing in China. The company
decreased its long-term borrowing by $4.5 million primarily due to the repayment of an industrial development bond associated with the company's equipment shelter business.

CRITICAL ACCOUNTING POLICIES

There were no changes in critical accounting policies during the quarter.

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 management 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.
Factors that may cause

13

---

actual
results to differ from expected results include the company's ability to consummate and integrate its acquisition of Allen Telecom and to realize the synergies and cost savings anticipated from
this transaction, the effects of competitive products and pricing, economic and political conditions that may impact customers' ability to fund purchases of our products and services, the company's
ability to achieve the costs savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless
communication services, and other business factors. 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, 2002 and Registration Statement on Form S-4 filed with the Securities and Exchange Commission on
March 31, 2003.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

See Item 7 of the company's Annual Report on Form 10-K for the year ended September 30, 2002. There has been no material change from the
end of the previous fiscal year through March 31, 2003.

ITEM 4.    CONTROLS AND PROCEDURES



The
company's Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the company's disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date within 90 days of the filing date of this quarterly report on
Form 10-Q (the "Evaluation Date"). Based on their review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the
company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the company and its consolidated subsidiaries would be made known to them by
others within those entities in a timely manner, particularly during the period in which this quarterly report on Form 10-Q was being prepared, and that no changes are required at
this time.



There
were no significant changes in the company's internal controls or in other factors that could significantly affect the company's internal controls subsequent to the Evaluation
Date, or any significant deficiencies or material weaknesses in such internal controls requiring corrective actions. As a result, no corrective actions were taken.

14

---



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 |  | 88,269,278 |  | 0       |  | 0                 |  | 3,224,486  
|T.A. Donahoe   |  | 85,029,286 |  | 0       |  | 0                 |  | 6,464,478  
|F.L. English   |  | 88,112,867 |  | 0       |  | 0                 |  | 3,380,897  
|R.E. Faison    |  | 89,410,830 |  | 0       |  | 0                 |  | 2,082,934  
|J. D. Fluno    |  | 85,266,920 |  | 0       |  | 0                 |  | 6,226,844  
|W. O. Hunt     |  | 87,121,859 |  | 0       |  | 0                 |  | 4,371,905  
|C.R. Nicholas  |  | 89,156,113 |  | 0       |  | 0                 |  | 2,337,651  
|G.A. Poch      |  | 85,261,524 |  | 0       |  | 0                 |  | 6,232,240  
|G. O. Toney    |  | 88,378,499 |  | 0       |  | 0                 |  | 3,115,265  
|D.L. Whipple   |  | 85,201,934 |  | 0       |  | 0                 |  | 6,291,830  

15

---



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit Index

|Exhibit No. |  | Description                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Incorporation. Filed as Exhibit 3.1(i) to Form 10-K for fiscal year ended September 30, 1994 and incorporated herein by reference. (SEC File No. 000-09514)                                                
|3.2         |  | By-Laws of Registrant. Filed as Exhibit 3.1(ii) to Form 10-K for fiscal year ended September 30, 1994 and incorporated herein by reference. (SEC File No. 000-09514)                                                      
|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         |  | Stockholder 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)                                               
|4.4         |  | 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.
|10.1        |  | The Andrew Corporation Stock Option Plan for Non-Employee Directors                                                                                                                                                       
|10.2        |  | The Andrew Corporation Management Incentive Plan                                                                                                                                                                          
|10.3*       |  | Supply Agreement dated April 3, 2003, between Andrew Corporation and Lucent Technologies Inc. filed as Exhibit 99.1 to the current report on Form 8-K filed on April 9, 2003 and incorporated herein by reference.        
|99.1        |  | Certificate of Chief Executive and Chief Financial Officers                                                                                                                                                               

---

(b)   Reports on Form 8-K

On February 13, 2003, the company filed under Item 5 of Form 8-K. The Form 8-K contained the February 11, 2003
press release regarding the appointment of Ralph E. Faison as chief executive officer and president of the company.

On
February 18, 2003, the company filed under Item 5 of Form 8-K. The Form 8-K contained the February 18, 2003 press release
announcing that the company had entered into a definitive agreement to acquire Allen Telecom Inc.

On
February 27, 2003, the Registrant filed under Item 5 of Form 8-K. The Form 8-K contained the February 17, 2003 Agreement and Plan
of Merger (the "Merger Agreement") by and among Andrew, Adirondacks, Inc., a Delaware corporation and a wholly-owned subsidiary of Andrew Corporation, and Allen Telecom Inc., a Delaware
corporation.

16

---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|Date May 14, 2003 |  | By: |  | /s/CHARLES R. NICHOLASCharles R. Nicholas
Chief Financial Officer and Vice Chairman
(Duly Authorized Officer and Principal Financial Officer)
|----------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

17

---

CERTIFICATIONS

I,
Ralph E. Faison, certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of Andrew Corporation;

2.     Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.     The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.     The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: 5/14/2003 |  | /s/RALPH E. FAISONRalph E. Faison
President and Chief Executive Officer
|--------------- |  | -----------------------------------------------------------------------

18

---

I,
Charles R. Nicholas, certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of Andrew Corporation;

2.     Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.     The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.     The
registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: 5/14/2003 |  | /s/CHARLES R. NICHOLASCharles R. Nicholas
Chief Financial Officer
|--------------- |  | -----------------------------------------------------------------

19

---

QuickLinks