**SECURITIESAND EXCHANGE COMMISSION**

**Washington,DC  20549**

 

**Form 10-Q**

 

| **(Mark-One)**                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                                                                                                         | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                               |   |
| **For the quarterly period ended June 30, 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**                                                                                                                                                                                                                               |

** **

**ANDREWCORPORATION**

(Exact name of Registrant as specified in itscharter)

 

| **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 reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period as theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes  ý    No o

 

Indicate by check mark whether the registrantis 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’sclasses of common stock, as of the latest practical date.

 

Common Stock,$.01 Par Value – 153,559,350 shares as of July 31, 2003

 

 

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**INDEX**

**ANDREWCORPORATION**

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

 

2

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**ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)**

**ANDREWCORPORATION**

**CONSOLIDATED BALANCESHEETS**

**(Dollars inthousands)**

 
|                                                                                                                   |   | **June 30  2003** |          | **September 30  2002** | ** ** |
|------------------------------------------------------------------------------------------------------------------------|--------|------------------------|---------------|-----------------------------|------------|
|                                                                                                                   |   | **(Unaudited)**        |          |                        | ** ** |
| **ASSETS**                                                                                                             |   |                   | ** **    |                        |       |
| **Current Assets**                                                                                                     |   |                   | ** **    |                        |       |
| Cash and  cash equivalents                                                                                             |   | **$**                  | **78,301**    | ** **                  | $          | 84,871 |   |
| Accounts  receivable, less allowances (Jun. 2003 - $9,483; Sept. 2002 - $6,516)                                        |   | **189,299**            | ** **    | 215,406                     |       |
| **Inventories**                                                                                                        |   |                   | ** **    |                        |       |
| Finished  products                                                                                                     |   | **73,627**             | ** **    | 61,963                      |       |
| Materials  and work in process                                                                                         |   | **76,325**             | ** **    | 72,030                      |       |
|                                                                                                                   |   | **149,952**            |          | 133,993                     |       |
| Other  current assets                                                                                                  |   | **13,547**             | ** **    | 28,121                      |       |
| Current  assets - discontinued operations                                                                              |   | **—**             | ** **    | 14,792                      |       |
| **Total Current Assets**                                                                                               |   | **431,099**            | ** **    | 477,183                     |       |
| **Other Assets**                                                                                                       |   |                   | ** **    |                        |       |
| Goodwill                                                                                                               |   | **398,199**            | ** **    | 396,295                     |       |
| Intangible  assets, less amortization                                                                                  |   | **36,453**             | ** **    | 47,344                      |       |
| Other  assets                                                                                                          |   | **3,661**              | ** **    | 1,809                       |       |
| Non-current  assets - discontinued operations                                                                          |   | **—**             | ** **    | 2,000                       |       |
| **Property, Plant, and Equipment**                                                                                     |   |                   | ** **    |                        |       |
| Land and  land improvements                                                                                            |   | **18,546**             | ** **    | 17,890                      |       |
| Buildings                                                                                                              |   | **97,485**             | ** **    | 98,714                      |       |
| Equipment                                                                                                              |   | **456,593**            | ** **    | 448,036                     |       |
| Allowance  for depreciation                                                                                            |   | **(388,479**           | **)**         | (365,605                    | )          |
|                                                                                                                   |   | **184,145**            |          | 199,035                     |       |
| **TOTAL ASSETS**                                                                                                       |   | **$**                  | **1,053,557** | ** **                  | $          | 1,123,666 |   |
|                                                                                                                   |   |                   | ** **    |                        |       |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                          |   |                   | ** **    |                        |       |
| **Current Liabilities**                                                                                                |   |                   | ** **    |                        |       |
| Notes  payable                                                                                                         |   | **$**                  | **10,000**    | ** **                  | $          | 66,184 |   |
| Accounts  payable                                                                                                      |   | **67,584**             | ** **    | 69,835                      |       |
| Accrued  expenses and other liabilities                                                                                |   | **38,205**             | ** **    | 44,548                      |       |
| Compensation  and related expenses                                                                                     |   | **23,354**             | ** **    | 28,434                      |       |
| Restructuring                                                                                                          |   | **3,174**              | ** **    | 15,329                      |       |
| Current  portion of long-term debt                                                                                     |   | **4,912**              | ** **    | 7,250                       |       |
| Current  liabilities - discontinued operations                                                                         |   | **—**             | ** **    | 4,990                       |       |
| **Total Current Liabilities**                                                                                          |   | **147,229**            | ** **    | 236,570                     |       |
| Deferred  liabilities                                                                                                  |   | **19,389**             | ** **    | 28,461                      |       |
| Long-term  debt, less current portion                                                                                  |   | **9,310**              | ** **    | 13,391                      |       |
| **STOCKHOLDERS’ EQUITY**                                                                                          |   |                   | ** **    |                        |       |
| Common  stock (par value, $.01 a share: 400,000,000 shares authorized: 102,718,210  shares issued, including treasury) |   | **1,027**              | ** **    | 1,027                       |       |
| Additional  paid-in capital                                                                                            |   | **145,480**            | ** **    | 145,764                     |       |
| Accumulated  other comprehensive loss                                                                                  |   | **(24,973**            | **)**         | (46,089                     | )          |
| Retained  earnings                                                                                                     |   | **806,639**            | ** **    | 796,374                     |       |
| Treasury  stock, at cost (4,388,655 shares in June 2003; 4,500,493 shares in Sept.  2002)                         |   | **(50,544**            | **)**         | (51,832                     | )          |
|                                                                                                                   |   | **877,629**            |          | 845,244                     |       |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                    |   | **$**                  | **1,053,557** | ** **                  | $          | 1,123,666 |   |

 

See Notes to Consolidated FinancialStatements

 

3

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**ANDREWCORPORATION**

**CONSOLIDATEDSTATEMENTS OF OPERATIONS (UNAUDITED)**

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

 
|                                                              |   | **Three Months Ended  June 30** |        | **Nine Months Ended  June 30** | ** ** |
|-------------------------------------------------------------------|--------|--------------------------------------|-------------|-------------------------------------|------------|
|                                                              |   | **2003**                             |        | **2002**                            | ** ** | **2003** | ** ** | **2002** | ** ** |
|                                                              |   |                                 | ** **  |                                | ** ** |   | ** ** |   | ** ** |
| **Sales**                                                         |   | **$**                                | **213,721** | ** **                          | $          | 203,753 |   | **$** | **669,565** | ** ** | $ | 592,975 |   |
| Cost of  products sold                                            |   | **159,091**                          | ** **  | 146,598                             |       | **492,005** | ** ** | 417,592 |   |
| **Gross Profit**                                                  |   | **54,630**                           | ** **  | 57,155                              |       | **177,560** | ** ** | 175,383 |   |
| **Operating Expenses**                                            |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| Research  and development                                         |   | **18,921**                           | ** **  | 13,851                              |       | **58,485** | ** ** | 36,985 |   |
| Sales and  administrative                                         |   | **32,815**                           | ** **  | 34,307                              |       | **100,943** | ** ** | 104,396 |   |
| Intangible  amortization                                          |   | **3,662**                            | ** **  | 1,333                               |       | **11,027** | ** ** | 1,633 |   |
| Restructuring                                                     |   | **472**                              | ** **  | —                              |       | **677** | ** ** | — |   |
|                                                              |   | **55,870**                           |        | 49,491                              |       | **171,132** | ** ** | 143,014 |   |
| **Operating Income (Loss)**                                       |   | **(1,240**                           | **)**       | 7,664                               |       | **6,428** | ** ** | 32,369 |   |
| **Other**                                                         |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| Interest  expense                                                 |   | **682**                              | ** **  | 1,183                               |       | **2,648** | ** ** | 3,842 |   |
| Interest  income                                                  |   | **(249**                             | **)**       | (1,228                              | )          | **(751** | **)** | (2,984 | ) |
| Other  income                                                     |   | **(362**                             | **)**       | 1,457                               |       | **(1,211** | **)** | 646 |   |
| Gain on  the sale of Property Plant and Equipment                 |   | **(9,357**                           | **)**       | 7                                   |       | **(9,398** | **)** | (59 | ) |
| Gain on  the sale of equity investments                           |   | —                               | ** **  | —                              |       | — | ** ** | (8,651 | ) |
|                                                              |   | **(9,286**                           | **)**       | 1,419                               |       | **(8,712** | **)** | (7,206 | ) |
| **Income from Continuing Operations Before Income Taxes**         |   | **8,046**                            | ** **  | 6,245                               |       | **15,140** | ** ** | 39,575 |   |
| Income  tax (benefit) expense                                     |   | **(371**                             | **)**       | 1,874                               |       | **1,757** | ** ** | 10,600 |   |
| **Income from Continuing Operations**                             |   | **8,417**                            | ** **  | 4,371                               |       | **13,383** | ** ** | 28,975 |   |
|                                                              |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| **Loss from Discontinued Operations, Net of Tax Benefit**         |   | **788**                              | ** **  | 2,378                               |       | **3,118** | ** ** | 8,349 |   |
|                                                              |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| **Net Income**                                                    |   | **$**                                | **7,629**   | ** **                          | $          | 1,993 |   | **$** | **10,265** | ** ** | $ | 20,626 |   |
|                                                              |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| **Basic and Diluted Income per Share from Continuing Operations** |   | **$**                                | **0.09**    | ** **                          | $          | 0.05 |   | **$** | **0.14** | ** ** | $ | 0.35 |   |
| **Basic and Diluted Income per Share**                            |   | **$**                                | **0.08**    | ** **                          | $          | 0.02 |   | **$** | **0.10** | ** ** | $ | 0.25 |   |
| **Average Shares Outstanding**                                    |   |                                 | ** **  |                                |       |   | ** ** |   |   |
| Basic                                                             |   | **98,330**                           | ** **  | 87,170                              |       | **98,315** | ** ** | 83,521 |   |
| Diluted                                                           |   | **98,330**                           | ** **  | 87,220                              |       | **98,316** | ** ** | 83,649 |   |

 

See Notes to Consolidated FinancialStatements

 

4

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**ANDREW CORPORATION**

**CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)**

**(Dollars in thousands)**

 
|                                                  |   | **Nine Months Ended  June 30** |       |
|-------------------------------------------------------|--------|-------------------------------------|------------|
|                                                  |   | **2003**                            |       | **2002** |   |
|                                                  |   |                                |       |   |   |
| **Cash Flows from Operations**                        |   |                                |       |   |   |
| Net  Income                                           |   | **$**                               | **10,265** |   | $ | 20,626 |   |
|                                                  |   |                                |       |   |   |
| **Adjustments to Net Income**                         |   |                                |       |   |   |
| Depreciation  and amortization                        |   | **50,346**                          |       | 38,241 |   |
| Gain on  the sale of Property Plant Equipment         |   | **(9,398**                          | **)**      | (59 | ) |
| Gain on  the sale of equity investments               |   | **—**                          | ** ** | (8,651 | ) |
| Other                                                 |   | **—**                          | ** ** | (293 | ) |
| **Restructuring and Discontinued Operations**         |   |                                | ** ** |   |   |
| Restructuring  costs                                  |   | **(9,649**                          | **)**      | — |   |
| Discontinued  operations costs, net of taxes          |   | **(1,483**                          | **)**      | — |   |
| Operating  cash flow from discontinued operations     |   | **5,837**                           | ** ** | 19,471 |   |
| **Change in Operating Assets / Liabilities**          |   |                                | ** ** |   |   |
| Decrease  in accounts receivable                      |   | **40,523**                          | ** ** | 71,612 |   |
| (Increase)  / Decrease in inventories                 |   | **(10,170**                         | **)**      | 5,097 |   |
| Decrease  / (Increase) in other assets                |   | **13,450**                          | ** ** | (5,203 | ) |
| Decrease  in accounts payable and other liabilities   |   | **(35,987**                         | **)**      | (13,053 | ) |
| **Net Cash from Operations**                          |   | **53,734**                          | ** ** | 127,788 |   |
|                                                  |   |                                | ** ** |   |   |
| **Investing Activities**                              |   |                                | ** ** |   |   |
| Capital  expenditures                                 |   | **(22,004**                         | **)**      | (32,734 | ) |
| Proceeds  from the sale of businesses and investments |   | **7,286**                           | ** ** | 50,301 |   |
| Acquisition  of businesses, net of cash acquired      |   | **(114**                            | **)**      | (173,711 | ) |
| Investments  in and advances to affiliates            |   | **—**                          | ** ** | 58 |   |
| Proceeds  from sale of property, plant and equipment  |   | **10,246**                          | ** ** | 695 |   |
| **Net Cash used for Investing Activities**            |   | **(4,586**                          | **)**      | (155,391 | ) |
|                                                  |   |                                | ** ** |   |   |
| **Financing Activities**                              |   |                                | ** ** |   |   |
| Long-term  debt payments, net                         |   | **(6,462**                          | **)**      | (20,608 | ) |
| Notes  payable (payments) borrowings, net             |   | **(56,190**                         | **)**      | 28,250 |   |
| Proceeds  from stock purchase and option plans        |   | **111**                             | ** ** | 2,083 |   |
| **Net Cash (used for) / from Financing Activities**   |   | **(62,541**                         | **)**      | 9,725 |   |
|                                                  |   |                                | ** ** |   |   |
| **Effect of exchange rate changes on cash**           |   | **6,823**                           | ** ** | 6,216 |   |
|                                                  |   |                                | ** ** |   |   |
| **Decrease for the Period**                           |   | **(6,570**                          | **)**      | (11,662 | ) |
| **Cash and Equivalents at Beginning of Period**       |   | **84,871**                          | ** ** | 112,377 |   |
| **Cash and Equivalents at End of Period**             |   | **$**                               | **78,301** | ** ** | $ | 100,715 |   |

 

See Notes to Consolidated FinancialStatements

 

5

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**ANDREW CORPORATION**

**NOTES TO CONSOLIDATEDFINANCIAL STATEMEN****TS**

 

**NOTE 1. BASIS OF PRESENTATION**

 

The accompanyingunaudited consolidated financial statements have been prepared in accordancewith U.S. generally accepted accounting principles for interim financialinformation and with the instructions to Form 10-Q and Rule 10-01 of RegulationS-X.  Accordingly, they do not includeall of the information and footnotes required by U.S. generally acceptedaccounting principles for complete financial statements.  In the opinion of management, alladjustments (consisting of normal recurring accruals) considered necessary fora fair presentation have been included. Operating results for the three and nine month periods endedJune 30, 2003 are not necessarily indicative of the results that may beexpected for the year ending September 30, 2003.  For further information, refer to the consolidated financialstatements and footnotes thereto included in the company’s annual report onForm 10-K for the year ended September 30, 2002.

 

**NOTE 2.  EARNINGS PER SHARE**

 

The following table sets forth the computation of basic and dilutedearnings per share (in thousands, except for per share amounts):

 
|                                                 |   | **Three  Months Ended  June 30** |   | **Nine  Months Ended  June 30** |   |
|------------------------------------------------------|--------|---------------------------------------|--------|--------------------------------------|--------|
|                                                 |   | **2003**                              |   | **2002**                             |   | **2003** |   | **2002** |   |
| **BASIC EARNINGS PER SHARE**                         |   |                                  |   |                                 |   |   |   |   |   |
|                                                 |   |                                  |   |                                 |   |   |   |   |   |
| Income from continuing operations                    |   | $                                     | 8,417  |                                 | $      | 4,371 |   | $ | 13,383 |   | $ | 28,975 |   |
|                                                 |   |                                  |   |                                 |   |   |   |   |   |
| Average basic shares outstanding                     |   | 98,330                                |   | 87,170                               |   | 98,315 |   | 83,521 |   |
| Basic income from continuing operations per  share   |   | $                                     | 0.09   |                                 | $      | 0.05 |   | $ | 0.14 |   | $ | .35 |   |
|                                                 |   |                                  |   |                                 |   |   |   |   |   |
| Net income                                           |   | $                                     | 7,629  |                                 | $      | 1,993 |   | $ | 10,265 |   | $ | 20,626 |   |
| Average basic shares outstanding                     |   | 98,330                                |   | 87,170                               |   | 98,315 |   | 83,521 |   |
| Net income per share                                 |   | $                                     | .08    |                                 | $      | .02 |   | $ | .10 |   | $ | .25 |   |
|                                                 |   |                                  |   |                                 |   |   |   |   |   |
| **DILUTED EARNINGS  PER SHARE**                      |   |                                  |   |                                 |   |   |   |   |   |
| Income from continuing operations                    |   | $                                     | 8,417  |                                 | $      | 4,371 |   | $ | 13,383 |   | $ | 28,975 |   |
| Average basic shares outstanding                     |   | 98,330                                |   | 87,170                               |   | 98,315 |   | 83,521 |   |
| Effect of dilutive securities: stock  options        |   | —                                |   | 50                                   |   | 1 |   | 128 |   |
| Average diluted shares outstanding                   |   | 98,330                                |   | 87,220                               |   | 98,316 |   | 83,649 |   |
| Diluted income from continuing operations  per share |   | $                                     | 0.09   |                                 | $      | .05 |   | $ | 0.14 |   | $ | 0.35 |   |
|                                                 |   |                                  |   |                                 |   |   |   |   |   |
| Net income                                           |   | $                                     | 7,629  |                                 | $      | 1,993 |   | $ | 10,265 |   | $ | 20,626 |   |
| Average basic shares outstanding                     |   | 98,330                                |   | 87,170                               |   | 98,315 |   | 83,521 |   |
| Effect of dilutive securities: stock  options        |   | —                                |   | 50                                   |   | 1 |   | 128 |   |
| Average diluted shares outstanding                   |   | 98,330                                |   | 87,220                               |   | 98,316 |   | 83,649 |   |
| Diluted net income per share                         |   | $                                     | 0.08   |                                 | $      | .02 |   | $ | 0.10 |   | $ | 0.25 |   |

 

Options to purchase 6,328,383 shares of common stock, at exerciseprices ranging from $8.91 - $38.17 per share, were not included in thecomputation of diluted earnings per share calculations for June 30, 2003because the options’ exercise prices were greater than the average market priceof the common shares.  Options topurchase 5,299,732 shares of common stock, at exercise prices ranging from$16.63 - $38.17 per share, were not included in the diluted earnings per sharecalculations for June 30, 2002 because the options’ exercise prices werehigher than the average market price of the common shares.

 

6

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**NOTE3.  COMPREHENSIVE INCOME**

 

Statement of FinancialAccounting Standards No. 130, *ReportingComprehensive Income*, requires the company to report foreigncurrency translation adjustments as a component of other comprehensiveincome.  Comprehensive income for thethree months ended June 30, 2003 and 2002 amounted to $16,615,000 and$12,416,000, respectively. Comprehensive income for the nine months ended June 30, 2003 and 2002amounted to $31,381,000 and $29,578,000, respectively.

 

**NOTE4.  RECENTLY ISSUED ACCOUNTING POLICIES**

 

In June 2002, the FASB issuedStatement of Financial Accounting Standards No. 146, *Accounting for Costs**Associatedwith Exit or Disposal Activities*. The provisions of this statement will be effective for exit or disposalactivities 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 forrestructuring, primarily Emerging Issues Task Force Issue 94-3.  The company accrued pre-tax charges of $36.0million when the company’s management approved the current restructuringplan.  If the company had accounted forthis restructuring plan under FASB No. 146, certain costs such as employeetermination benefits of $11.8 million and lease and contract cancellation costsof $2.5 million included in this $36.0 million would have been recognized overthe restructuring period as incurred and not accrued in fiscal year 2002.

 

In April 2003, the FASB issuedStatement of Financial Accounting Standards No. 149, *Amendment of Statement 133 on Derivative Instruments and HedgingActivities*. This statement amends and clarifies financial accountingand reporting for derivative instruments, including certain derivative instrumentsembedded in other contracts.  FASB No.149 is effective for contracts entered into or modified after June 30,2003.  The company does not expect thatthe adoption of this statement will have a material effect on the company’sfinancial statements.

 

In May 2003, the FASB issuedStatement of Financial Accounting Standards No. 150, *Accounting for Certain Financial Instruments with Characteristics ofboth Liabilities and Equity*. FASB No. 150 will require that the company report the convertible preferredstock issued on July 15, 2003 in connection with the company’s merger withAllen Telecom Inc. (note 14) as a component of stockholders equity.

 

**NOTE5.  ADOPTION OF NEW ACCOUNTING POLICIES**

 

At the beginning of fiscal year2003, the company adopted FASB Statement No. 143, *Accounting and Reporting for Obligations Associated with the Retirementof Tangible Long-Lived Assets and the Associated Asset**Retirement Costs* and 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 financialaccounting and reporting for obligations associated with the retirement oftangible long-lived assets and associated asset retirement costs.  FASB Statement No. 145 modifies reporting ofextinguishment of debt and amends accounting for leases.  The adoption of these statements did notimpact the company’s results of operations.

 

Starting in the second quarterof 2003, the company adopted the disclosure requirements of Statement ofFinancial Accounting Standards No. 148, *Accountingfor Stock-Based Compensation*. See note 8 for the disclosures required by FASB No. 148.

 

In January 2003, the FASBissued Interpretation No. 46, *Consolidationof Variable Interest Entities, an Interpretation of Accounting ResearchBulletin (ARB) No. 51 (FIN 46*), which requires variable interestentities (commonly referred to as SPEs) to be consolidated by the primarybeneficiary of the entity if certain criteria are met.  FIN 46 is effective immediately for all newvariable interest entities created or acquired after January 31, 2003.  For variable interest entities created oracquired prior to February 1, 2003, the provisions of FIN 46 became effectivefor the Company during its third quarter 2003. The Company has no variable interest entities.

 

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**NOTE6.  RESTRUCTURING**

 

In September 2002, the companyinitiated a plan to restructure its operations. As part of this plan thecompany is closing   several manufacturingand engineering facilities and consolidating its operations into fewer, moreefficient facilities. The company is currently relocating operations from theseclosed facilities to existing facilities and to two new facilities the companyplans to open in Mexico and the Czech Republic.  The company has entered into agreements to lease facilities inboth Mexico and Czech Republic.  Theselease agreements will allow the company to significantly reduce the originalestimate of $8.0 million of capital expenditures that was required to buildthese facilities. The company started operations at these facilities in thethird quarter of 2003.  As part of theserestructuring plans the company has paid $2.7 million of severance to 217employees in the third quarter of 2003 and $8.9 million to 762 employees whowere terminated in the first nine months of 2003. Including discontinuedoperations (note 7), the company has reduced its workforce by 935 employees,plans to terminate approximately 265 additional employees as part of itsrestructuring plans and anticipates that approximately 400 employees will behired at the new facilities.

 

In the fourth quarter of fiscalyear 2002, the company recorded a $36.0 million pre-tax charge forrestructuring activities comprised of the following:

 
| **(Dollars  in thousands)**           |   | **Restructuring****Charge** |   | **Netted  against assets  As of****Sept. 30, 2002** |   | **Actual  Charges  to Reserve for  the Nine months  Ended****June 30, 2003** |   | **June 30,  2003****Reserve Balance** |    |
|---------------------------------------|--------|-----------------------------|--------|-----------------------------------------------------|--------|------------------------------------------------------------------------------|--------|---------------------------------------|---------|
|                                  |   |                        |   |                                                |   |                                                                         |   |                                  |    |
| Inventory write downs                 |   | $                           | 11,138 |                                                | $      | (11,138                                                                      | )      | $                                     | —  |   | $ | — |   |
| Employee termination costs            |   | 11,877                      |   | —                                              |   | (8,897                                                                       | )      | 2,980                                 |    |
| Equipment and other asset write downs |   | 9,579                       |   | (9,579                                              | )      | —                                                                       |   | —                                |    |
| Lease and contract cancellation costs |   | 3,452                       |   | —                                              |   | (3,258                                                                       | )      | 194                                   |    |
| Pre-tax charge                        |   | $                           | 36,046 |                                                | $      | (20,717                                                                      | )      | $                                     | (12,155 | ) | $ | 3,174 |   |

 

Restructuring costs for the relocation of fixed assets are beingexpensed as incurred and are included in operating expenses.  The statements of operations for the threemonths and nine months ending June 30, 2003 contain $472,000 and $677,000,respectively, of restructuring expense for the relocation of fixed assets andinventory that was not included for in the $36.0 million initial restructuringcharge.

 

**NOTE7.  DISCONTINUED OPERATIONS**

 

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

 

8

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The company has restated allperiods presented to reflect its equipment shelter, wireless accessory, andsatellite modem businesses as discontinued operations.  The results of operations for thediscontinued businesses are as follows:

 
|                               |   | **Three  Months Ended  June 30** |   | **Nine  Months Ended  June 30** |   |
|------------------------------------|--------|----------------------------------|--------|---------------------------------|--------|
| **(Dollars in thousands)**         |   | **2003**                         |   | **2002**                        |   | **2003** |   | **2002** |   |
|                               |   |                             |   |                            |   |   |   |   |   |
| Sales                              |   | $                                | 211    |                            | $      | 11,144 |   | $ | 8,218 |   | $ | 45,152 |   |
| Cost of products sold              |   | 478                              |   | 11,719                          |   | 9,736 |   | 48,025 |   |
| Gross Profit                       |   | (267                             | )      | (575                            | )      | (1,518 | ) | (2,873 | ) |
|                               |   |                             |   |                            |   |   |   |   |   |
| Operating expenses                 |   | 859                              |   | 2,822                           |   | 2,936 |   | 9,054 |   |
| Loss before income taxes           |   | (1,126                           | )      | (3,397                          | )      | (4,454 | ) | (11,927 | ) |
|                               |   |                             |   |                            |   |   |   |   |   |
| Income tax benefit                 |   | (338                             | )      | (1,019                          | )      | (1,336 | ) | (3,578 | ) |
| Loss from discontinued  operations |   | $                                | (788   | )                               | $      | (2,378 | ) | $ | (3,118 | ) | $ | (8,349 | ) |

 

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

 

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

 
|                                                 |   | **Three Months Ended  June 30** |       | **Nine Months Ended  June 30** |       |
|------------------------------------------------------|--------|---------------------------------|------------|--------------------------------|------------|
| **(Dollars in thousands, except per share amounts)** |   | **2003**                        |       | **2002**                       |       | **2003** |   | **2002** |   |
|                                                 |   |                            | ** ** |                           | ** ** |   | ** ** |   | ** ** |
| Reported net income                                  |   | $                               | 7,629      |                           | $          | 1,993 |   | $ | 10,265 |   | $ | 20,626 |   |
|                                                 |   |                            |       |                           |       |   |   |   |   |
| Less: Stock-based compensation  net of tax           |   | (1,013                          | )          | (1,648                         | )          | (3,624 | ) | (5,079 | ) |
|                                                 |   |                            |       |                           |       |   |   |   |   |
| Pro forma net income                                 |   | $                               | 6,616      |                           | $          | 345 |   | $ | 6,641 |   | $ | 15,547 |   |
|                                                 |   |                            |       |                           |       |   |   |   |   |
| Reported basic and diluted net  income per share     |   | $                               | 0.08       |                           | $          | 0.02 |   | $ | 0.10 |   | $ | 0.25 |   |
|                                                 |   |                            |       |                           |       |   |   |   |   |
| Pro Forma basic and diluted  net income per share    |   | $                               | 0.07       |                           | $          | 0.00 |   | $ | 0.07 |   | $ | 0.19 |   |

 

9

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**NOTE9.  WARRANTY RESERVE**

 

In November 2002, the FASBissued Interpretation No. 45, *Guarantor’sAccounting and Disclosure Requirements**for Guarantees*.  Thecompany offers warranties on most of its products that qualify as guaranteesunder FASB Interpretation No. 45 and thus is required to disclose thecomponents of its warranty reserve.  Thespecific terms and conditions of the warranties offered by the company varydepending upon the product sold.  Thecompany estimates the costs that may be incurred under its warranty plans andrecords a liability in the amount of such costs at the time product revenue isrecognized.  Factors that affect thecompany’s warranty liability include the number of units sold, the type ofproducts sold, historical and anticipated rates of warranty claims and cost perclaim.  The company periodicallyassesses the adequacy of its recorded warranty liabilities and adjusts theamounts as necessary.  Changes in thecompany’s warranty reserve during the nine months ended June 30, 2003 are asfollows:

 
| **(Dollars in thousands)**            |   |   |   |
|---------------------------------------|--------|--------|--------|
| Warranty Reserve Sept. 30,  2002      |   | $      | 9,932  |   |
|                                  |   |   |   |
| Accrual for warranties issued         |   | 1,595  |   |
| Warranty settlements made             |   | (1,506 | )      |
| Warranty expirations and  adjustments |   | (34    | )      |
|                                  |   |   |   |
| Warranty Reserve June 30, 2003        |   | $      | 9,987  |   |

 

**NOTE 10. DEBT COVENANTS**

 

Under the terms of the company’s revolving credit and loan agreements,the company has agreed to meet various requirements.   Under the company’s amended and restated credit agreement datedDecember 19, 2002 the company must meet various requirements, includingmaintaining net worth, maintaining a ratio of earnings before interest, taxes,depreciation and amortization (EBITDA) to total debt, maintaining a fixedcharges coverage ratio and limits on the amount of assets that the company candispose of in a fiscal year.  Thecompany must report on these requirements quarterly. The company is incompliance with all of these requirements as of June 30, 2003.

 

**NOTE11.  SEGMENT**

 

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

 

**NOTE12.  GOODWILL**

 

The company adopted FASBStatement No. 142, Goodwill and Other Intangible Assets, during fiscal year2002.  Under the provisions of FASB No.142, the company tests goodwill for impairment on an annual basis.  The company has elected to perform itsannual impairment review on the first day of its fiscal fourth quarter.  The impairment review performed for fiscalyear 2003 indicated no impairment of goodwill, but due to uncertain marketconditions, it is possible that future impairment reviews may indicateimpairment of the fair value of goodwill, which could result in non-cashcharges, adversely affecting the company’s results of operations.  

 

**NOTE 13. SUBSEQUENT EVENT**

 

On July 15, 2003, the company completed its merger with Allen TelecomInc. following approvals by both Allen Telecom Inc. and Andrew Corporationstockholders at special stockholder meetings. The merger was a stock-for-stock transaction in which Allen   common shareholders received 1.775 sharesof newly issued Andrew common stock for each share of Allen common stock. Inthe transaction, the company issued approximately 55 million shares of commonstock and 1.0 million shares of convertible preferred stock.

 

10

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| **ITEM 2****.** | **MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** |
|-----------------|-------------------------------------------------------------------------------------------------|

 

**RESULTS OF OPERATIONS**

 

Sales for thequarter ended June 30, 2003 were $213.7 million, 5% higher than the thirdquarter of 2002 and up 6% from the quarter ending March 31, 2003. This salesgrowth was due primarily to increased sales to the wireless infrastructuremarket. Third quarter sales to the wireless infrastructure market increasedsequentially in every geographic region. On a sequential basis, sales for thethird quarter increased in Europe, the Asia—Pacific region and LatinAmerica.  Sales to the U.S. marketcontinued to be down, declining slightly sequentially.  By market, sales grew for wirelessinfrastructure products, were flat for fixed telecom networks and declined forthe broadcast and government markets. Sequentially, by product, sales for thethird quarter of 2003 increased for cable and power amplifiers, were flat forterrestrial microwave systems and declined for antennas and support products.

 

 On a year-to-date basis, wireless infrastructure sales were up inEurope, the Asia-Pacific region and Latin America.  The company’s two other major markets, fixed-telecom andbroadcast and government, were both down on a year-to-date basis.  From a product standpoint, cable sales weredown in every region with the exception of Europe, which has shown good growththroughout 2003. Sales of terrestrial microwave products increased modestly.While sales of other antenna and support products were down slightly on ayear-to-date basis.   By geographicregion, sales to Europe and the Asia-Pacific region showed good growth.Latin-American sales were up modestly and sales to the U.S. were down.

 

Gross margin as a percentage ofsales was 25.6% for the third quarter of 2003, compared to 28.1% in the thirdquarter of 2002.  The decline in grossmargin percentage was driven by price erosion and was partially offset by costreductions and increased volume.  Ingeneral, year-over-year pricing is down approximately 11% to 12%.   On a year-to-date basis, the company’sgross margin was 26.5% compared to 29.6% for 2002. Price erosion for productssuch as a cable and power amplifiers was the predominant factor in thisdecrease. This price erosion was partially offset by cost reductions and higherunit volumes. On a sequential basis, gross margin decreased from 25.7% in thesecond quarter to 25.6% for the third quarter. Sequentially, pricing had lessof an impact on margin, and the company saw greater benefit from cost cuttingefforts and increased volume.  Thecompany’s gross margin varies by product. Cable products are the company’shighest margin products, while power amplifiers and terrestrial microwavesystems typically have lower margins. On the whole, product mix has had a relatively small negative impact onthe consolidated gross margin on a year-to-date basis.

 

Total operating expense,compared to 2002, increased for both the third quarter and on a year-to-datebasis for 2003 driven by intangible amortization and increased research anddevelopment expense.  Intangibleamortization has increased significantly as a result of intangible assetsacquired in the June 2002 acquisition of Celiant Corporation. Research anddevelopment activities have also increased significantly in 2003 as a result ofthe Celiant acquisition and the company’s increased power amplifier business.Sales and administrative costs have decreased compared to 2002, due principallyto the company’s restructuring and cost cutting efforts.  Total operating expenses for the thirdquarter increased by $6.4 million or 13% compared to the third quarter of 2002.The increase was driven by a 37% or $5.1 million increase in research anddevelopment and a $2.3 million increase in intangible amortization. Thirdquarter sales and administrative expenses were down 4% or $1.5 million comparedto 2002.  On a year-to-date basis, totaloperating expenses increased 20% or $28.1 million driven by a $21.5 millionincrease in research and development and a $9.4 million increase in intangibleamortization. On a sequential basis, total operating expense increased 2%driven by a 5% increase in sales and administrative expense, mostly due tohigher sales commissions and profit sharing expenses.

 

Other income resulted in a netgain of $9.3 million dollars for the third quarter of 2003.  This was driven almost entirely by a $9.3million gain recognized on the sale of unimproved land at the company’s OrlandPark, Illinois facility.  The company’sinterest expense and income were both down due to lower debt and short-terminvestment levels.  Miscellaneous otherincome resulted in income of $0.4 million due mostly to foreign exchange gains.  On a year-to-date basis both interestexpense and income were down as a result of lower debt and short-terminvestment levels. Other income resulted in income of $1.2 million for 2003compared to expense of $0.6 million for 2002, mostly due to foreign exchangegains. The weakening dollar, especially against European currencies, hascreated foreign exchange gains on a year- to-date basis and for the thirdquarter of 2003.

 

11

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The decrease in the effectivetax rate for the third quarter was due to the $9.3 million gain on the sale ofland.  The company was able to utilizetax loss carry forwards and effectively recognize no income tax on this gain.Excluding this gain, the company’s effective tax rate for the third quarter andfor the year is 30%.

 

 

## **LIQUIDITY**

 

The company has maintained itsstrong balance sheet and reduced its outstanding debt during 2003. Workingcapital totaled $283.9 million at June 30, 2003 compared to $240.6 million atSeptember 30, 2002.   In the first ninemonths of fiscal year 2003, the company decreased its total outstanding debt by$62.7 million.  Cash, net of alloutstanding debt, on June 30, 2003 was $54.1 million compared to ($2.0) millionat September 30, 2002.

 

The company completed itsacquisition of Allen Telecom Inc. on July 15, 2003.  Andrew issued approximately 55 million shares of common stock andone million shares of convertible preferred stock to acquire Allen in an allstock transaction.  The company has madea preliminary estimate that it will incur approximately $57 million of cashcosts to complete this merger. Based on June 30, 2003 balances, Andrew andAllen combined had $143.1 million of cash and $106.5 million in total debt anda total working capital balance of $492.6 million.  Managementbelieves that the combined company’s strong working capital position, low debtlevels and ability to generate cash flow from operations will allow the companyto meet its normal operating cash flow needs. The company is currently exploring additional financing possibilitiesthat will allow it to reduce its overall cost of capital.

 

In the first nine months of2003, the company generated $53.7 million in cash flow from operations, adecrease of 58% from the $127.8 million generated in the first nine months of2002. Increases in working capital, cash expenditures for restructuring anddiscontinued operations and lower net income drove this decrease.  In the first nine months of 2003, thecompany made cash expenditures of $9.6 million for restructuring and $1.5million for discontinued operations, consisting primarily of severance andlease termination payments.  The companygenerated $5.8 million of cash flow from discontinued operations, primarily asresult of collection of receivables from the company’s equipment shelter andwireless accessory businesses. Accounts receivable decreased $40.5 million inthe first nine months of 2003 compared to a $71.6 million decrease in2002.  The relatively slower decline inreceivables in 2003 was due to higher sales and an increase in day’s sales inbilled receivables to 82 days at June 30, 2003 up from 77 days at December 31,2002. Inventory increased $10.2 million during the first nine months of2003.  This was due mostly to a plannedincrease in finished goods to meet customer requirements as the company beginsto move various manufacturing operations as part of its restructuring plans.

 

The company used $4.6 millionof cash for investing activities in the first nine months of 2003.  The company spent $22.0 million on capitalexpenditures, a $10.7 million or 33% decrease from 2002. The company received$7.3 million for the sale of two discontinued business, selling its equipmentshelter business in October 2002 and its wireless accessory business in January2003. Investing activities for 2002 include $50.3 million that the companyreceived in the first quarter of 2002 for the sale of its Russiantelecommunication ventures and $173.7 million, the cash costs to complete theJune 2002 acquisition of Celiant Corporation. During 2003 the company received$10.2 million from the sales of property, plant and equipment.  This was mostly from the third quarter saleof unimproved land at the company’s Orland Park, Illinois facility for $9.5million.

 

Net cash used for financingactivities during the first nine months of 2003 totaled $62.5 million.  The company reduced its net short-term notespayable borrowing by $56.2 million, by reducing borrowings under its revolvingcredit agreements in the U.S. and Canada by $46.5 million and repaying  $9.7 million of short-term borrowing inChina.   The company reduced itslong-term borrowings by $6.5 million primarily due to the repayment of a $3.8million of debt associated with the company’s equipment shelter business andthe repayment of  $1.9 million ofborrowing in China.

 

 

## **CRITICALACCOUNTING POLICIES**

 

There were no changes incritical accounting policies during the quarter.

 

 

**SAFE HARBOR FOR FORWARD-LOOKINGSTATEMENTS**

 

We have made forward-lookingstatements in this Form 10-Q under “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and in the “Notes toConsolidated Financial Statements.”  Inaddition, our representatives or management may make other written or oralstatements that constitute forward-looking statements.  Forward-looking statements are based onmanagement’s beliefs and assumptions and on information currently available tothem. These statements often contain words like believe, expect, anticipate,intend, contemplate, seek, plan, estimate or similar expressions.  We make these statements under theprotection afforded them by Section 21E of the Securities Exchange Act of 1934.

 

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Forward-looking statementsinvolve risks, uncertainties and assumptions, including those discussed in thisreport.  We operate in a continuallychanging 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, ofthose risk factors on our business or the extent to which any factors may causeactual results to differ materially from those projected in any forward-lookingstatements.  Forward-looking statementsdo not guarantee future performance, and you should not put undue reliance onthem.

 

While Andrew Corporation’smanagement is optimistic about the company’s long-term prospects, you shouldconsider the risks and uncertainties in evaluating its growth outlook.  Factors that may cause actual results todiffer from expected results include the company’s ability to integrate itsacquisition of Allen Telecom and to realize the synergies and cost savingsanticipated from this transaction, the effects of competitive products andpricing, economic and political conditions that may impact customers’ abilityto fund purchases of our products and services, the company’s ability toachieve the costs savings anticipated from cost reduction programs,fluctuations in international exchange rates, the timing of cash payments andreceipts, end use demands for wireless communication services, and otherbusiness factors. For a more complete discussion of these and other risks,uncertainties and assumptions that may affect us, see the company’s annualreport on Form 10-K for the fiscal year ended September 30, 2002 andregistration statement on Form S-4/A filed with the Securities and ExchangeCommission on June 10, 2003.

 

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

 

See Item 7 of the company’s AnnualReport on Form 10-K for the year ended September 30, 2002.  There has been no material change from theend of the previous fiscal year through June 30, 2003.

 

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

 

As of June 30, 2003, thecompany carried out an evaluation, under the supervision and with theparticipation of the company’s management, including the company’s Presidentand Chief Executive Officer, and Vice Chairman of the Board of Directors andChief Financial Officer, of the effectiveness of the design and operation ofthe company’s disclosure controls and procedures pursuant to Exchange Act Rule13a-15(b). Based upon that evaluation, the company’s President and ChiefExecutive Officer, and Vice Chairman of the Board of Directors and ChiefFinancial Officer concluded that the company’s disclosure controls andprocedures are effective in timely alerting them to material informationrelating to the company (including its consolidated subsidiaries) required tobe included in the company’s periodic SEC filings.  In connection with management’s evaluation, pursuant to ExchangeAct Rule 13a-15(d), no changes during the quarter ended June 30, 2003 wereidentified that have materially affected, or are reasonably likely tomaterially affect, the company’s internal control over financial reporting.

 

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**PARTII****—OTHER INFORMATION**

 

### **ITEM6**.  EXHIBITS AND REPORTS ON FORM 8-K

 
| **Exhibit  No.** |   | **Description**                                                                                                                                                                                                                                                                                                                         |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                    |
| 2.1              |   | Agreement and Plan of Merger dated as of February 17, 2003, as amended  effective as of May 29, 2003, among Andrew Corporation, Adirondacks, LLC  (f/k/a Adirondacks, Inc.) and Allen Telecom Inc., which is attached as ANNEX  A to the joint proxy statement/prospectus which forms a part of the Form  S-4/A filed on June 10, 2003. |
|             |   |                                                                                                                                                                                                                                                                                                                                    |
| 3.1              |   | Restated  Certificate of Incorporation. Filed as Exhibit 4.1 to Form S-8 filed on July  22, 2003 and incorporated herein by reference.                                                                                                                                                                                                  |
|             |   |                                                                                                                                                                                                                                                                                                                                    |
| 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*            |   | Supply  Agreement dated April 3, 2003, between Andrew Corporation and Lucent  Technologies Inc. filed as Exhibit 99.1 to the current report on From 8-K filed on April 9, 2003 and incorporated  herein by reference.                                                                                                              |
|             |   |                                                                                                                                                                                                                                                                                                                                    |
| 31               |   | Rule 13a-14(a) Certification of Chief Executive and Chief Financial  Officers                                                                                                                                                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                    |
| 32               |   | 18 U.S.C. Section 1350 Certifications of Chief Executive and Chief  Financial Officers                                                                                                                                                                                                                                                  |

 

----

*****Portions of thisexhibit have been omitted pending the Commission’s review of a request forconfidential treatment

 

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

 

On April 9, 2003, the companyfiled under Item 5 of Form 8-K.  TheForm 8-K contained a new supply agreement between Andrew Corporation and LucentTechnologies, Inc.

 

On April 21, 2003, the companyfiled under Items 9 and 12 of Form 8-K. The Form 8-K contained a press release announcing the company’sfinancial results for its second quarter of fiscal year 2003, as well as atranscript of the conference call presentation that followed the press release.

 

On June 12, 2003, the companyfiled under Item 5 of Form 8-K.  TheForm 8-K contained a press release announcing that the Securities and ExchangeCommission declared effective the Form S-4 Registration Statement filed byAndrew with the Securities and Exchange Commission in connection with themerger with Allen Telecom Inc. and the related stockholder meetings.

 

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SIGNATURES

 

 

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

 

 
| Date   | August 1, 2003 |                                                             | By: |   /s/  Charles R. Nicholas |   |
|--------|----------------|------------------------------------------------------------------|-----|--------------------------------------|--------|
|   |           |                                                             |
|   |           |  Charles  R. Nicholas                                       |
|   |           |  Chief  Financial Officer and Vice Chairman                 |
|   |           |  (Duly  Authorized Officer and Principal Financial Officer) |

 

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