10-K405

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

/x/	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended September 30, 2000.
OR
/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-14617

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

Delaware
(State or other jurisdiction of
incorporation or organization) 36-2092797
(I.R.S. 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)

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, $.01 par value
Common Stock Purchase Rights

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes /x/   No 

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment of this Form 10-K. /x/

The aggregate market value of voting stock held by non-affiliates of the Registrant as of December 15, 2000 was $1,731,912,317. The number of outstanding shares of the Registrant's common stock as of that date was 81,262,748.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Annual Report to Stockholders for the year ended September 30, 2000 are incorporated by reference into Part I and Part II.

Portions of the Proxy Statement for the annual stockholders' meeting to be held February 13, 2001 are incorporated by reference into Part III.

PART I

ITEM 1—BUSINESS

General

    Andrew Corporation ("Andrew" or the "Company") was reincorporated in Delaware in 1987. The Company previously was incorporated in Illinois in 1947 as the successor to a partnership founded in 1937. Its executive offices are located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of Chicago's loop. Unless otherwise indicated by the context, all references herein to Andrew include Andrew Corporation and its subsidiaries.

    Andrew is a multinational supplier of communications products and systems to worldwide commercial, industrial, and governmental customers. Andrew's products are related to the Company's core competency: the radio frequency (RF) path. Andrew has unique technical skills and marketing strengths in developing products for RF systems. Andrew's products are principally sold to four key markets: wireless infrastructure, fixed-line telecommunications networks, government and broadcast, and wireless accessories. The wireless infrastructure market is based on infrastructure for wireless communication providers, such as cellular and personal communications service providers. The fixed-line telecommunications network market is based on infrastructure for public telecommunication network operators and competitive service providers for voice, data, video and Internet service. The government and broadcast market is based on infrastructure systems for radio and television broadcasting, including digital TV, multichannel video and satellite delivered broadcast services, air traffic control and weather radar. The wireless accessories market is based on products such as mobile antennas for cellular, PCS, SMR and paging services. This market also includes products such as hands-free solutions for mobile phones and wireless antennas and global positioning systems components sold to automotive manufacturers.

    Andrew's principal products include coaxial cables, microwave antennas for point-to-point communication systems, special purpose antennas for commercial and government use, antennas and earth stations for satellite communication systems, cellular antenna products, cellular telephone accessories, equipment shelters, radar system components and related ancillary items and services. These products are frequently sold as integrated systems rather than as separate components. Andrew conducts manufacturing operations, primarily from ten locations in the United States and from seven locations in other countries. Sales by non-U.S. operations and export sales from U.S. operations accounted for approximately 50% of Andrew's net sales in 2000, 52% in 1999 and 49% in 1998.

    Over the last several years the Company has increased it's international manufacturing and distribution capabilities, and increased it's product offerings through several acquisitions. In two acquisitions in fiscal years 1995 and 1998, the Company purchased a 70% interest in Mapra and Gerbo, a Brazilian Company that manufactures distributes and sells, waveguides and antennas, and provides installation services. In 1995, the Company formed a cable manufacturing company with Mapra and Gerbo in which Andrew holds a 70% interest. The Company has also purchased a South African company, Satcom Systems, Pty. Ltd, a distributor of commercial products, acquiring 80% ownership in 1996 and the remaining 20% interest in 1999.

    In 1999, the Company acquired Passive Power Products, Inc., a Maine based supplier of RF products to the broadcast market. Also in 1999, Andrew acquired Chesapeake Microwave Technologies Inc. (CMTI), a company that designs and develops RF and microwave amplifiers and assemblies. During fiscal year 2000 the Company completed two acquisitions. The Company purchased a controlling interest in Comtier Corporation. The Company had previously accounted for its minority investment in Comtier under the equity accounting method. Comtier manufactures and designs high-speed broadband modems for use with satellite systems. In December of 1999, the Company acquired Conifer Corporation. Conifer designs and manufactures Multichannel Multipoint Distribution Service (MMDS) subscriber products, Wireless LAN equipment, and Direct Broadcast Satellite (DBS) accessories.

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    In March 1999, the Company initiated a restructuring plan. In connection with these restructuring activities the Company recognized pre-tax charges of $36.7 million in the second quarter of 1999. On an after-tax basis, restructuring charges were $28.1 million, or $0.34 per share. Over the last two years, the Company sold its government electronics business, SciComm, discontinued its tower manufacturing operations and small earth station product line, and reorganized its wireless products manufacturing operations. While these steps negatively impacted 1999 results, they have allowed the Company to focus on its core businesses and become more competitive in the wireless products market.

    During fiscal year 2000, the Company operated in a dominant industry segment. Andrew supplies coaxial cable and antenna system equipment to telecommunications companies as well as cellular antenna products and cellular phone accessories through retail distribution channels of cellular service providers. The Company also supplies specialized antenna systems, radio and TV broadcast systems and radar system components.

Products and Services

    The following table sets forth net sales and percentages of total net sales represented by Andrew's principal products during the last three years:

	Dollars in thousands Year Ended September 30
	2000				1999				1998
Coaxial Cable	$	564,394	55	%	$	418,496	53	%	$	486,788	57	%
Other Antennas and Support Products		233,708	23			169,804	21			157,912	19
Terrestrial Microwave and Millimeter Wave		156,374	15			150,795	19			148,614	17
Wireless Accessories		64,698	7			52,665	7			59,601	7
	$	1,019,174	100	%	$	791,760	100	%	$	852,915	100	%

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Principal Products

Coaxial Cable:

    Coaxial cable is a two-conductor, radio frequency transmission line with the smaller of the two conductors centrally located inside the larger, tubular conductor. It is principally used to carry radio frequency signals at frequencies up to 2 GHz.

    In addition to bulk cable, coaxial cable systems include cable connectors, accessories and assemblies. Coaxial cable connectors attach to cable and facilitate transmission line attachment to antenna and radio equipment. Accessories protect and facilitate installation of coaxial cable on the tower and into the equipment building. Accessories include lightning surge protectors, hangers, adaptors and grounding kits.

    Andrew sells its semi-flexible cables and elliptical waveguides under the trademark HELIAX®.

Other Antennas and Support Products:

    This group includes special application antennas, support products and various electronics. Andrew manufactures and sells several types and configurations of special application antennas. Applications include cellular systems, navigation, FM and television broadcasting, multi-channel, multipoint distribution services (MMDS), and local multipoint distributions services (LMDS). As with microwave antennas, Andrew considers sales of special antennas and other various components used in the cellular market such as equipment shelters and the installation of these components to be part of a "cellular system." Support products include equipment buildings, which provide a controlled environment for radio and other equipment.

    Earth station antenna systems manufactured by Andrew are used at earth terminals to receive signals from, and transmit signals to, communication satellites in equatorial orbit. System elements include an antenna, from 4 to 40 feet in diameter, and may also include electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and receivers. Andrew earth station antenna systems in all sizes are used in various countries to broadcast and transmit programs, both to cable TV operators and to VHF or UHF broadcast stations, as well as for the long distance transmission of conventional telecommunications traffic.

    The Company designs and installs its proprietary distributed communication systems. These systems permit in-building and enclosed area access for all types of wireless communications.

    The Company also designs and supplies MMDS and wireless local loop (WLL) systems for broadband high-speed Internet access.

    Andrew designs and manufactures high power amplifiers for cellular and PCS wireless base stations. The technology and manufacturing capability for power amplifiers was the result of the Company's acquisition of Chesapeake Microwave Technologies.

    The Company also manufactures filters and combiners for broadcast and wireless networks.

Terrestrial Microwave and Millimeter Wave:

    "Terrestrial Microwave and Millimeter Wave," as this term is used by Andrew, consists of one or more microwave antennas, waveguides or coaxial cables connecting antennas to transmitters or receivers, various ancillary items and field installation services. Millimeter wave antenna systems operate at a higher frequency then microwave systems, typically above 10GHz.

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    Waveguides are tubular conductors, the dimensions and manufacturing tolerances of which are related to operating frequency. Waveguides are mainly used for frequencies above 2 GHz, although they are also used in UHF-TV broadcasting at frequencies in hundreds of megahertz. Andrew manufactures waveguides with rectangular, circular and elliptical cross-sections. Most of Andrew's waveguides are sold as part of its antenna systems.

    Land-based microwave radio networks are commonly used by telecommunications companies for intercity telephone, Internet, video and data transmission. They are also used for more specialized purposes by cellular operators to link cellsites with switching centers, and by private companies, such as pipelines, electric utilities and railroads, for their internal communications needs.

Wireless Accessories:

    Andrew manufactures and distributes accessories for personal communication systems and cellular handsets. This includes portable antennas, mobile speaker phones, battery chargers, hands free kits, and various other wireless accessories. Andrew also supplies wireless antennas and global positing system (GPS) products to automotive manufactures and their suppliers for use in vehicle communications and wireless services.

International Activities

    Andrew's international operations represent a substantial portion of its overall operating results and asset base. Manufacturing facilities are located in Canada, Australia, Scotland, Brazil, China and India. Andrew's plants in the United States also ship significant amounts of manufactured goods to export markets. In Russia, the Ukraine and Mexico, Andrew participates in joint ventures that operate fiber optic telecommunication networks.

    During fiscal 2000, sales of products exported from the United States or manufactured abroad were $512,518,000 or 50% of total sales compared with $409,203,000 or 52% of total sales in fiscal 1999 and $420,376,000 or 49% of total sales in fiscal 1998. Exports from the United States amounted to $67,196,000 in fiscal 2000, $61,843,000 in fiscal 1999 and $97,738,000 in fiscal 1998.

    Sales and income on a country-by-country basis can vary considerably year to year. Further information on Andrew's international operations is contained in the note "Segment and Geographic Area Information" to Consolidated Financial Statements included on page 34 of the 2000 Annual Report to Stockholders, incorporated herein by reference.

    Andrew's international operations are subject to a number of risks including currency fluctuations, changes in foreign governments and their policies, and expropriation or requirements of local or shared ownership. Andrew believes that the geographic dispersion of its sales and assets tends to mitigate these risks.

Marketing and Distribution

    Sales engineering functions, including product application assistance, are performed by a staff of highly trained applications engineers located at each manufacturing facility. In addition, field sales engineers are located at or near Atlanta, Dallas, Los Angeles, Miami, New York, San Francisco, Kansas City, Seattle, Pittsburgh, Columbus, Essen and Munich (Germany), Hong Kong, Johannesburg (South Africa), London (England), Madrid (Spain), Mexico City (Mexico), Milan (Italy), Moscow (Russia), Paris (France), Sorocaba (Brazil), Suzhou (China), Tokyo (Japan), Zurich (Switzerland), Singapore, Melbourne (Australia), Riyadh (Saudi Arabia), Bangkok (Thailand), and New Delhi (India). Unlike most of its competitors, Andrew uses its own sales and sales engineering staffs to service its principal markets, but follows the traditional practice of using commissioned sales agents in countries with emerging sales markets.

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    Approximately one-half of Andrew's products are sold directly to end-users. Most of the remainder is sold to radio equipment companies, which install Andrew's products as part of a total system, with the balance being sold through distributors, tower owners, dealers and jobbers. Small or medium-size orders are normally shipped from inventory. Delivery schedules on larger orders are negotiated, but seldom exceed five months. Andrew's sales are principally standard, proprietary items although unique specifications or features are incorporated for special order situations.

    Because most of Andrew's business is derived from large telecommunications system operators and the radio equipment manufacturers who supply this industry, Andrew has tailored its business strategy to serve the needs of technically sophisticated buyers. In particular, Andrew has emphasized the compatibility of antennas, transmission lines and related components in order to optimize their performance as an integrated subsystem.

    The Company also sells mobile cellular products such as antennas and cellular telephone accessories. These products are sold primarily through the retail distribution channels of cellular service providers or carriers. Mobile cellular products are also sold to distributors who then resell these products to dealers and wireless carriers. Wireless products such as antennas and global positioning system (GPS) products are also sold to automotive manufacturers and their suppliers.

Major Customers

    Andrew serves more than 6,000 customers in more than 170 countries. In fiscal 2000, aggregate sales to the ten largest customers accounted for 37% of total consolidated sales compared to 31% in both 1999 and 1998. No single customer has accounted for over 10% of consolidated annual sales in any of the last three years.

Manufacturing and Raw Materials

    Andrew generally develops, designs, fabricates, manufactures and assembles the products it sells. Cable and waveguide products are produced at plants in Illinois, Brazil, Scotland, China and India. Microwave and earth station antennas are manufactured in Texas, Scotland and Australia. Equipment shelters are manufactured in Georgia and Kansas. Wireless antennas and accessories for mobile applications are manufactured primarily in Illinois. Andrew produces products for the broadcast market in Illinois and Maine. MMDS and broadband high-speed internet access products are manufactured in Iowa. The Company's products are manufactured from both standard components and parts that are built to the Company's specifications by other manufacturers. Certain of the Company's products contain multiple microprocessors for which proprietary machine-readable software is designed by the Company's engineers and technicians.

    Andrew considers its sources of supply for all raw materials to be adequate and is not dependent upon any single supplier for a significant portion of materials used in its products.

Research and Development

    Andrew believes that the successful marketing of its products depends upon its research, engineering and production skills. Research and development activities are undertaken for new product development and for product and manufacturing process improvement. In fiscal 2000, 1999 and 1998, Andrew spent $40,262,000, $29,622,000 and $25,810,000, respectively, on research and development activities.

    Andrew holds approximately 328 active patents, relating to its products, expiring at various times between 2000 and 2019. Andrew attempts to obtain patent protection for significant developments whenever possible. The Company believes that, while patents in the aggregate are important to its business, the loss of any individual patent would not have a material adverse effect on its operations.

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Competition

    Many large manufacturers of electrical or radio equipment, some of which have substantially greater financial resources than Andrew, compete with a portion of Andrew's antenna systems equipment, wireless products and coaxial cable product lines. In addition, there are a number of small independent companies that compete with portions of these product lines. Andrew has traditionally focused on specific specialized fields within the marketplace that require sophisticated technology and support services. Andrew competes principally on the basis of product quality, service and continual technological enhancement of its products.

    There are numerous manufacturers of specialized antenna systems and radar systems components. There is substantial competition within this market and the Company is not a major competitor. The Company competes primarily on the basis of its ability to provide state-of-the-art solutions in these technologically demanding markets.

Backlog and Seasonality

    The following table sets forth the Company's backlog of orders believed to be firm and due to ship within the next year and beyond (government orders included herein are funded orders):

	Orders to be shipped as of September 30
	2000		1999
	Dollars in thousands
Within 12 months	$	184,536	$	170,706
After 12 months		1,391		3,276
	$	185,927	$	173,982

    Due to variability of shipments under large contracts, customers' seasonal installation considerations and variations in product mix and in profitability of individual orders, the Company can experience wide quarterly fluctuations in net sales and income. These variations can be expected to continue in the future. Consequently, it is more meaningful to focus on annual rather than interim results.

Environment

    The Company engages in a variety of activities to comply with various federal, state and local laws and regulations involving the protection of the environment. Compliance with such laws and regulations does not currently have a significant effect on the Company's capital expenditures, earnings, or competitive position. In addition, the Company has no knowledge of any environmental condition that might individually or in the aggregate have a material adverse effect on the Company's financial condition.

Employees

    At September 30, 2000, Andrew had 5,799 employees, 3,977 of whom were located in the United States. None of Andrew's employees are subject to collective bargaining agreements. As a matter of policy, Andrew seeks to maintain good relations with employees at all locations and believes that such relations are good.

Regulation

    Andrew is not directly regulated by any governmental agency in the United States. Most of its customers and the telecommunications industry, generally, are subject to regulation by the Federal

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Communications Commission (FCC). The FCC controls the granting of operating licenses, allocation of transmission frequencies and the performance characteristics of earth station antennas. As a result of these controls, Andrew's antenna design specifications must be conformed on an ongoing basis to meet FCC requirements. This regulation has not adversely affected Andrew's operations.

    Outside of the United States, where many of Andrew's customers are government owned and operated entities, changes in government economic policy and communications regulation have affected in the past, and may be expected to affect in the future, the volume of Andrew's non-U.S. business. However, the effect of regulation in countries other than the U.S. in which Andrew does business has generally not been detrimental to Andrew's non-U.S. operations taken as a whole.

Government Contracts

    Andrew performs work for the United States Government primarily under fixed-price prime contracts and subcontracts. Under fixed-price contracts, Andrew realizes any benefit or detriment occasioned by lower or higher costs of performance. Total direct and indirect sales to agencies of the United States Government, which are generally fixed-price contracts, were $7,562,000 in 2000, $9,676,000 in 1999, and $9,520,000 in 1998. These contracts are typically less than 12 months in duration.

    Andrew, like other companies that derive a portion of their revenues from the United States Government, is subject to certain basic risks, including changes in levels of defense spending and possible cost overruns. Recognition of profits is based upon estimates of final performance that may change as contracts progress. Contract prices and costs incurred are subject to Government Procurement Regulations. Costs may be questioned by the Government and are subject to disallowance.

    All United States Government contracts contain a provision that they may be terminated at any time for the convenience of the Government. In such event, the contractor is entitled to recover allowable costs plus any profits earned to the date of termination.

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ITEM 2—PROPERTIES

    Andrew has seventeen manufacturing facilities, forty-five engineering and sales administration locations and fifteen distribution facilities. All are equipped with appropriate office space. Andrew's executive offices are located at the facility in Orland Park, Illinois. The following table sets forth certain information regarding significant facilities:

Location		Approximate floor area in square feet	Owned/Leased
Orland Park, Illinois		590,000	Owned
Addison, Illinois		201,000	Leased
Denton, Texas		222,000	Owned
Newnan, Georgia		224,000	Owned/Leased
Garland, Texas		64,000	Owned
Richardson, Texas		100,000	Owned
Tinley Park, Illinois		55,000	Leased
Burlington, Iowa		70,000	Owned
Burlington, Kansas		150,000	Leased
	U.S. sub-total	1,676,000
Sorocaba, Sao Paulo, Brazil		229,000	Owned
Lochgelly, Fife, United Kingdom		167,000	Owned/Leased
Campbellfield, Victoria, Australia		114,000	Owned
Suzhou, China		85,000	Owned/Leased
Whitby, Ontario, Canada		92,000	Owned/Leased
	Non-U.S. sub-total	687,000
TOTAL		2,363,000

The Company's properties are in good condition and are suitable for the purposes for which they are used.

    Andrew owns 715 acres of land. Of this total, 461 acres are unimproved, including 110 acres in Orland Park, Illinois, 137 acres in Floyd, Texas, 116 acres in Denton, Texas, and 98 acres in Ashburn, Ontario, Canada. Andrew also leases sales offices and facilities in the United States and in twenty-two countries outside the United States.

ITEM 3—LEGAL PROCEEDINGS

    Andrew is not involved in any pending legal proceedings that are expected to have a materially adverse effect on its financial position, nor is it aware of any proceedings of this nature or relating to the protection of the environment contemplated by governmental authorities.

ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    There were no matters that required a vote of security holders during the three months ended September 30, 2000.

ADDITIONAL ITEM—EXECUTIVE OFFICERS OF THE REGISTRANT

Floyd L. English, 66, chairman. Dr. English was elected chairman of Andrew in 1994, having served as president and chief executive officer since 1983 and as president and chief operating officer from 1982 to 2000. Dr. English joined Andrew in 1980 as vice president, corporate development and became vice

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president, U.S. operations in February 1981. He holds a bachelor of science degree in physics from California State University at Chico and earned M.S. and Ph.D. degrees in physics from Arizona State University.

Guy M. Campbell, 54, president and chief executive officer, joined Andrew in February 1999 as group president, wireless and in-building products. He was formerly vice president, wireless business systems from 1994 to 1999 at Ericsson, Inc., holding various executive positions prior to joining Andrew. He holds a BSEE from Marquette University and an M.S. in management science from West Coast University.

Thomas E. Charlton, 64, group president, antenna products. He joined the company in 1965 as director of advanced development and became a vice president in 1986. He holds a BSEE from the University of Notre Dame and earned M.S. and Ph.D. degrees in electrical engineering from Ohio State University.

John E. Desana, 51, group president, HELIAX® products and shelters. He joined the company in March 1991 as operations manager, HELIAX® cable products and became vice president, HELIAX® cable and accessories in November 1996. Prior to joining Andrew Corporation, he was employed by Litton Industries and Belden Wire and Cable. He graduated from Xavier University with a B.A. in economics.

Robert J. Hudzik, 51, vice president, business development joined Andrew Corporation in July 1996. He was formerly director, marketing and sales, network services for PTT Telecom of the Netherlands from January 1994 until July 1996. He was vice president, marketing for Ameritech Services from 1990 to 1994. He holds a BSEE from the University of Illinois at Urbana and an MBA from the University of Chicago.

Charles A. Jacobs, 39, group president, wireless and in-building products joined Andrew in June 2000. He was formerly director, global strategic marketing from 1998 to 2000 at the Motorola Personal Communications Sector. He served as vice president, product management at Phillips Consumer Communications and director, TDMA handsets at Ericsson, Inc. He holds a BSEE from Georgia Institute of Technology.

Gregory F. Maruszak, 52, vice president, administration and finance and chief financial officer. He joined Andrew Corporation in 1982 as financial reporting manager. He was named corporate controller in 1983 and vice president and corporate controller in 1991. In 1998, he was named vice president finance. He was senior manager of Ernst & Young from 1970 until 1982. He received a B.A. from Lewis University and is a Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society.

James D. McIlvain, 40, vice president, global sales. He joined Andrew in 1986 and served in a number of sales and sales management positions. He was named vice president, Asia-Pacific and global OEM sales in 2000, having previously been director, Asia-Pacific and global OEM sales since 1999. Prior to joining Andrew, he was employed by S.K. Products. He holds a B.A. from North Central College.

Charles R. Nicholas, 54, vice chairman. He joined Andrew in 1980 as treasurer, was named vice president, finance in 1982, chief financial officer in 1986 and executive vice president, administration and finance and chief financial officer in 1995. He was elected vice chairman in 2000. He was formerly a senior executive in the public accounting firm of Ernst & Young and is a graduate of St. Ambrose University, where he majored in accounting.

John B. Scott, 59, group president, broadband wireless and power amplifiers. He founded and was president of Scott Communications until it was acquired by Andrew in 1987. He holds a BSEE from the University of Miami and an M.S. in the same discipline from the University of Florida.

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PART II

ITEM 5—MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

    The Company's common stock is traded on the National Nasdaq Market and the Chicago Stock Exchange.

    The Company had 3,854 holders of common stock of record at December 15, 2000.

    Information concerning the Company's stock price during the years ended September 30, 2000 and 1999 is incorporated herein by reference from Andrew's 2000 Annual Report to Stockholders, page 60. All prices represent high and low daily closing prices as reported by Nasdaq.

    It is the present practice of Andrew's Board of Directors to retain earnings in the business to finance the Company's operations and investments, and the Company does not anticipate payment of cash dividends in the foreseeable future.

    Long-term debt agreements include restrictive covenants that, among other things, restrict dividend payments. At September 30, 2000, $379,472,000 was not restricted for purposes of such payments.

ITEM 6—SELECTED FINANCIAL DATA

    Selected financial data for the last eleven fiscal years is incorporated herein by reference to the 2000 Annual Report to Stockholders, pages 38 and 39.

ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Information concerning this item is incorporated herein by reference from the 2000 Annual Report to Stockholders, pages 17 through 21.

ITEM 7a.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

    The Company is exposed to market risk from changes in interest rates, foreign exchange rates and commodities:

    Interest Rate Risk — The Company had $126.8 million in debt outstanding at September 30, 2000 in the form of lines of credit and debt agreements at both fixed and variable rates. The Company is exposed to interest rate risk primarily through its variable rate debt, which totaled $60.3 million or 47.6% of total debt. To assess its exposure to interest rates, the Company performed a sensitivity analysis on its variable rate debt. As a result, the Company determined that a 100 basis point increase in interest rates would not have a material effect on the Company's financial position, results of operations or cash flows. The Company currently does not use derivative instruments to manage its interest rate risk.

    Foreign Currency Risk — Andrew's international operations represent a substantial portion of its overall operating results and asset base. In most cases, the Company's products are produced at manufacturing facilities located near the customer. As a result, significant volumes of finished goods are manufactured in foreign countries for sale into those markets. During fiscal year 2000, sales of products exported from the United States or manufactured abroad were 50% of total sales.

    The Company's identifiable foreign exchange rate exposures result primarily from accounts receivable from customer sales, anticipated purchase of product from affiliates and third-party suppliers and the repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies. The Company has $51.8 million of investments in and advances to its ventures located in Russia, Ukraine and Mexico. The ultimate collectability of these advances and the Company's ability to recoup

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its investments in these ventures is tied in part to the economic stability of these countries, particularly Russia and the stability of the Russian Ruble. The Company primarily manages its foreign currency risk by making use of naturally offsetting positions. These natural hedges include the establishment of local manufacturing facilities that conduct business in local currency and the use of borrowings denominated in local currencies. The Company also selectively utilizes derivative instruments such as forward exchange contracts to manage the risk of exchange fluctuation. These instruments held by the Company are not leveraged and are not held for trading or speculative purposes.

    Commodity Risk — The Company uses various metals in the production of its products, principally copper. The Company uses copper to manufacture coaxial cable. As a result, the Company is exposed to fluctuations in the price of copper. In order to reduce its exposure, the Company has negotiated copper purchasing contracts with various suppliers into fiscal year 2001. In general, the Company has contracts that lock copper pricing through June of 2001. The Company uses aluminum in the fabrication of many of its products, such as Terrestrial Microwave, Earth Station Antennas and Value Line Antennas. In order to reduce its exposure to aluminum price fluctuations the Company has entered into annual aluminum purchase agreements. These annual aluminum purchase contracts contain a quarterly price adjustment clause that allows the price to be changed once each quarter based on the previous quarter's market rates for aluminum.

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The Consolidated Financial Statements of the Company, Notes to Consolidated Financial Statements, Selected Quarterly Financial Information, and the report thereon of the independent auditors are incorporated herein by reference to the 2000 Annual Report to Stockholders, pages 22 through 36.

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

    None

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PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Information concerning directors of the Registrant is incorporated herein by reference from the Company's 2000 Proxy Statement under the caption "Election of Directors."

    Information concerning compliance with Section 16(a) of the Exchange Act is incorporated by reference from the Company's 2000 Proxy Statement under the caption "Section 16(a) Beneficial Ownership Reporting Compliance."

    Information concerning the executive officers of the Registrant can be found in Part I of this Annual Report on Form 10-K under the caption "Additional Item — Executive Officers of the Registrant."

ITEM 11—EXECUTIVE COMPENSATION

    Information concerning management and director compensation is incorporated herein by reference from the Company's 2000 Proxy Statement under the captions "Director Compensation" and "Executive Compensation."

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company's 2000 Proxy Statement under the caption "Ownership of Andrew Common Stock."

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None

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PART IV

ITEM 14—EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)
The following consolidated financial statements of Andrew Corporation and subsidiaries included in the 2000 Annual Report to Stockholders are incorporated by reference in Item 8 above:

Consolidated Statements of Income years ended September 30, 2000, 1999 and 1998	page 22
Consolidated Balance Sheets September 30, 2000 and 1999	page 23
Consolidated Statements of Cash Flows years ended September 30, 2000, 1999 and 1998	page 24
Consolidated Statements of Stockholders' Equity years ended September 30, 2000, 1999 and 1998	page 25
Notes to Consolidated Financial Statements	pages 26 through 35
Selected Quarterly Financial Information	page 35
Report of Independent Auditors	page 36

(a)(2)	Financial Statement Schedules
	None

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(a)(3) Exhibit Index:

Exhibit No.	Description	Reference
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.
10.1*	Executive Severance Benefit Plan Agreement with Floyd L. English	Filed as Exhibit 10(a) to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference.
10.2*	Executive Severance Benefit Plan Agreement with Charles R. Nicholas	Filed as Exhibit 10(a) to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference.
10.3*	Executive Severance Benefit Plan Agreement with Thomas E. Charlton	Filed as Exhibit 10(a)a to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)
10.4*	Executive Severance Benefit Plan Agreement with John B. Scott	Filed as Exhibit 10(a)a to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)
10.5*	Executive Severance Benefit Plan Agreement with Robert J. Hudzik	Filed as Exhibit 10(a)c to Form 10-Q for fiscal quarter ended December 31, 1997 and incorporated herein by reference.
10.6*	Executive Severance Benefit Plan Agreement with John E. DeSana	Filed as Exhibit 10(a)c(iii) to Form 10-Q for quarter ended December 31, 1998 and incorporated herein by reference.

15

10.7*	Executive Severance Benefit Plan Agreement with Guy M. Campbell	Filed as Exhibit 10(a)e to Form 10-K for fiscal year ended September 30, 1999 and incorporated herein by reference.
10.8*	Executive Severance Benefit Plan Agreement with Charles A. Jacobs	Filed as Exhibit 10 to Form 10-Q for quarter ended June 30, 2000 and incorporated herein by reference.
10.9*	Executive Severance Benefit Plan Agreement with Gregory F. Maruszak
10.10*	Management Incentive Plan Dated February 4, 1988	Filed as Exhibit 10(c) to Form 10-K for fiscal year ended September 30, 1993 and incorporated herein by reference. (SEC File No. 000-09514)
10.11*	Non-employee Directors' Stock Option Plan dated February 10, 1998, as amended November 18, 1999	Filed as Exhibit 10(c) to Form 10-K for fiscal year ended September 30, 1999 and incorporated herein by reference.
10.12	Guaranty dated as of fiscal April 11, 1996.	Filed as Exhibit 10(d)d to Form 10-Q for quarter ended June 30, 1996 and incorporated herein by reference.
10.13	Replacement Note dated as of fiscal April 8, 1996.	Filed as Exhibit 10(d)e to Form 10-Q for quarter ended June 30, 1996 and incorporated herein by reference.
10.14	Credit Agreement dated as of March 17, 2000	Filed as Exhibit 10 to Form 10-Q for quarter ended March 31, 2000 and incorporated herein by reference.
10.15	Amended and Restated Employee Stock Purchase Plan adopted November 12, 1998	Filed with Proxy Statement in connection with Annual Meeting held February 9, 1999 (filed on December 22, 1998) and incorporated herein by reference.
10.16	Amended and Restated Employee Retirement Benefit Restoration Plan dated October 1, 1998.	Filed with Proxy Statement in connection with Annual Meeting held February 9, 1999(filed on December 22, 1998) and incorporated herein by reference.
10.17	May 4, 1998 Assignment Agreement between ABN-Amro Bank N.V. and Bank Austria Aktiengesellschaft	Filed as Exhibit 10 to Form 10-Q for fiscal quarter ended June 30,1998 and incorporated herein by reference.
10.18*	Management Incentive Program Dated November 18, 1999
13	2000 Annual Report to Stockholders	Pages 17 through 36 and 38-39 of the 2000 Annual Report to Shareholders, which are expressly incorporated herein by reference.
21	List of Significant Subsidiaries
23	Consent of Independent Auditors

16

27	Financial Data Schedules
99.1	Description of Common Stock	Filed as Exhibit 99(a) to Form 10-K for fiscal year ended September 30, 1997 and incorporated herein by reference.
*	Indicates compensatory plan
(b)	Reports on Form 8-K
	No reports on Form 8-K were filed during the quarter ended September 30, 2000

17

REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Andrew Corporation

We have audited the consolidated financial statements of Andrew Corporation and subsidiaries listed in Item 14(a) of the annual report on Form 10-K of Andrew Corporation for the year ended September 30, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Andrew Corporation and subsidiaries at September 30, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2000 in conformity with generally accepted accounting in the United States.

/s/ Ernst & Young LLP
Chicago, Illinois
October 20, 2000

18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on December 20, 2000.

Andrew Corporation
By	/s/ GUY M. CAMPBELL Guy M. Campbell President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 20, 2000 by the following persons on behalf of the Registrant in the capacities indicated.

By	/s/ GUY M. CAMPBELL Guy M. Campbell President, Chief Executive Officer and Director (Principal Executive Officer)	/s/ GREGORY F. MARUSZAK Gregory F. Maruszak Vice President Administration and Finance and Chief Financial Officer (Principal Financial Officer)
	/s/ FLOYD L. ENGLISH Floyd L. English Chairman	/s/ CHARLES R. NICHOLAS Charles R. Nicholas Vice Chairman
	/s/ MARK A. OLSON Mark A. Olson Vice President, Corporate Controller (Principal Accounting Officer)	/s/ JOHN G. BOLLINGER John G. Bollinger Director
	/s/ THOMAS A. DONAHOE Thomas A. Donahoe Director	/s/ KENNETH J. DOUGLAS Kenneth J. Douglas Director
	/s/ ELIZABETH A. FETTER Elizabeth A. Fetter Director	/s/ JERE D. FLUNO Jere D. Fluno Director
	/s/ WILLIAM O. HUNT William O. Hunt Director	/s/ GLEN O. TONEY Glen O. Toney Director

19

EXHIBIT INDEX

Item Number	Description
10.9	Executive Severance Benefit Plan Agreement with Gregory F. Maruszak
10.18	Management Incentive Program, dated November 18, 1999
13	2000 Annual Report to Stock Holders, page 17 through 36 and page 38 and 39
21	List of Significant Subsidiaries
23	Consent of Independent Auditors
27	Financial Data Schedule

20

QuickLinks

PART I

ITEM 1—BUSINESS

ITEM 2—PROPERTIES
ITEM 3—LEGAL PROCEEDINGS
ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ADDITIONAL ITEM—EXECUTIVE OFFICERS OF THE REGISTRANT

PART II

ITEM 5—MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ITEM 6—SELECTED FINANCIAL DATA
ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7a.—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11—EXECUTIVE COMPENSATION
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14—EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

REPORT OF INDEPENDENT AUDITORS
SIGNATURES
EXHIBIT INDEX

EX-10.9

                                                                    Exhibit 10.9

                               ANDREW CORPORATION

                   EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT


         THIS AGREEMENT made as of 9 October 2000, between Andrew Corporation, a
Delaware corporation (the "Company"), and Gregory F. Maruszak (the "Executive").

                               W I T N E S S E T H:

         1. Participation. The Executive has been designated as a participant
in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the
Compensation Committee of the Board of Directors of the Company.

         2. Plan Benefits. The Executive agrees to be bound by the provisions
of the Plan, including those provisions which relate to his eligibility to
receive benefits and to the conditions affecting the form, manner, time and
terms of benefit payments under the Plan, as applicable. The Executive
understands and acknowledges that his benefit may be reduced pursuant to
Section 10 of the Plan in order to eliminate any "excess parachute payments" as
defined under Section 4999 of the Internal Revenue Code of 1954, as amended.
The Executive may elect to receive his Plan benefits in installment payments,
as provided under Section 9 of the Plan, by signing the statement included on
page three of this Agreement. The Executive may make an election to receive
installment payments, or may revoke any such election, at any time prior to the
date which is ten days prior to the date on which a Change in Control is deemed
to have occurred; provided that any election subsequent to the execution of
this Agreement or any revocation shall be in writing and shall be subject to
the approval of the Compensation Committee.

         3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.

         4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:

         (a)      without the consent of the Executive, no such amendment,
                  modification, suspension or termination shall reduce or
                  diminish his right to receive any payment or benefit then due
                  and payable under the Plan immediately prior to such
                  amendment, modification, suspension or termination; and





         (b)      in the event of a Change in Control pursuant to Section 5 of
                  the Plan, no such amendment, modification, suspension or
                  termination of benefits, and eligibility therefor, will be
                  effective prior to the expiration of the 48-consecutive-month
                  period following the date of the Change in Control.

         5. Beneficiary. The Executive hereby designates his primary
beneficiary(ies) as the Gregory F. Maruszak Trust, who will receive any unpaid
benefit payments in the event of the Executive's death prior to full receipt
thereof. Except as required by applicable law, the Executive's beneficiary or
beneficiaries shall not be entitled to any medical, life or other
insurance-type welfare benefits.

         6. Arbitration. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.

         7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.

                  IN WITNESS WHEREOF, Andrew Corporation has caused this
Agreement to be executed and the Executive has executed this Agreement, both as
of the day and year first above written.

                                                    ANDREW CORPORATION


/s/ Gregory F. Maruszak            /s/ Guy M. Campbell
- -----------------------            -------------------
    Gregory F. Maruszak                Guy M. Campbell
    Vice President and                 President and
    Chief Financial Officer            Chief Executive Officer

EX-10.18

                                                                   EXHIBIT 10.18

                               ANDREW CORPORATION
                          MANAGEMENT INCENTIVE PROGRAM

           As approved by the Board of Directors on November 18, 1999
                   and by the Stockholders on February 8, 2000



                                                                              PAGE
                                                                           
1.   Purposes of the Program...................................................1
2.   Definitions...............................................................1
3.   Administration............................................................2
     3.1. Committee............................................................2
     3.2. Committee Authority..................................................3
4.   Common Stock Subject to the Program; Adjustments..........................3
     4.1. Shares Authorized....................................................3
     4.2. Adjustments..........................................................3
5.   Long-Term Incentives......................................................3
     5.1. Grants of Long-Term Incentives.......................................3
     5.2. Stock Awards.........................................................4
     5.3. Options..............................................................4
     5.4. Performance Units....................................................5
     5.5. Termination of Employment............................................5
6.   Change-in-Control.........................................................6
7.   General Provisions........................................................6
     7.1. No Employment Rights Conferred.......................................6
     7.2. Acceptance of Program................................................6
     7.3. Withholding..........................................................6
     7.4. Non-Transferability; Exceptions......................................7
     7.5. No Segregation; No Property Interest.................................7
     7.6. Certain Forfeitures..................................................7
     7.7. Governing Law........................................................7
8.   Amendment or Termination of Program.......................................7




                               ANDREW CORPORATION
                          MANAGEMENT INCENTIVE PROGRAM

1.   PURPOSES OF THE PROGRAM

     The purposes of the Management Incentive Program are to assist the Company
in attracting and retaining individuals of outstanding competence, and to
provide performance incentives for officers, executives and other key personnel.

2.   DEFINITIONS

     "Beneficiary": A person or entity (including a trust or the estate of the
Key Employee) designated by the Key Employee to succeed to any rights that he or
she may have in Long-Term Incentives at the time of death. No such designation,
or any revocation or change thereof, shall be effective unless made in writing
by the Key Employee on a form provided by the Company and delivered to the
Company prior to the Key Employee's death. If, on the death of a Key Employee,
there is no living person or entity in existence so designated, the term
"Beneficiary" shall mean the legal representative of the Key Employee's estate.

     "Board": The Board of Directors of the Company.

     "Change-in-Control": Any of the following: (i) the merger or consolidation
of the Company with any other corporation following which the holders of Common
Stock immediately prior thereto hold less than 60% of the outstanding common
stock of the surviving or resulting entity; (ii) the sale of all or
substantially all of the assets of the Company to any person or entity other
than a wholly owned subsidiary; (iii) any person or group of persons acting in
concert, or any entity, becomes the beneficial owner, directly or indirectly, of
more than 20% of the outstanding Common Stock; or (iv) those individuals who, as
of the close of the most recent annual meeting of the Company's stockholders,
are members of the Board (the "Existing Directors") cease for any reason to
constitute more than 50% of the Board. For purposes of the foregoing, a new
director will be considered an Existing Director if the election, or nomination
for election by the Company's stockholders, of such new director was approved by
a vote of a majority of the Existing Directors. No individual shall be
considered an Existing Director if such individual initially assumed office as a
result of either an actual or threatened election contest subject to Rule 14a-11
under the Securities Exchange Act of 1934 or other actual or threatened
solicitation of proxies by or on behalf of anyone other than the Board,
including by reason of any agreement intended to avoid or settle any election
proxy contest.

     "Committee": The Compensation Committee of the Board or such other
committee designated by the Board to administer the Program pursuant to the
provisions of Section 3.1.

     "Code": The Internal Revenue Code of 1986, as amended.

     "Common Stock": The common stock, $.01 par value, of the Company or such
other class of shares or other securities as may be applicable pursuant to the
provisions of Section 4.

     "Company": Andrew Corporation, a Delaware corporation, and its successors
and assigns.

     "Disability": Eligible for Social Security disability benefits or
disability benefits under the Company's long-term disability plan, based upon a
determination by the Committee that the condition arose prior to termination of
employment.

     "Incentive Stock Option": A form of stock option that is defined in Code
Section 422.


                                       2


     "Key Employee": An employee of the Company or of a subsidiary thereof
regularly employed on a full-time basis, including an officer or director if he
or she is such an employee, who, in the opinion of the Committee, is in a
position to make significant contributions to the earnings of the Company.

     "Long-Term Incentive": An award in one of the forms provided for in Section
5.

     "Market Value": As of any date, the average of the high and low sale prices
of the Common Stock on such date as reported on the Nasdaq National Market
system or, if no such sales were reported for such date, on the next preceding
date for which such sales were reported.

     "Option": An option to purchase shares of Common Stock granted under
Section 5.3.

     "Performance Unit": A contingent right granted pursuant to Section 5.4 to
receive a cash award or shares of Common Stock.

     "Program": This Management Incentive Program, as from time to time amended.

     "Restricted Stock": Shares of Common Stock subject to restrictions.

     "Retirement": The termination of a Key Employee's employment with the
Company and its subsidiaries for retirement purposes if such termination (i)
occurs on or after his or her sixty-fifth birthday; or (ii) occurs on or after
his or her fifty-fifth birthday with the written consent of the Chief Executive
Officer of the Company or, in the case of the Chief Executive Officer's
retirement, with the consent of the Committee.

     "Stock Award": An award granted pursuant to Section 5.2.

3.   ADMINISTRATION

     3.1. Committee. The Program shall be administered by a committee of three
or more persons selected by the Board from its own membership, which shall be
the Compensation Committee of the Board unless the Board designates another
committee. No person shall be appointed to or shall serve as a member of the
Committee unless at the time of such appointment and service he or she shall be
a "non-employee director," as defined in Rule 16b-3 under the Securities
Exchange Act of 1934. To the extent required to comply with Code Section 162(m)
and the related regulations, each member of the Committee shall qualify as an
"outside director" as defined therein.

     3.2. Committee Authority. The Committee shall have full power and authority
to (i) interpret and administer the Program, (ii) adopt rules and regulations
for its administration, (iii) designate the Key Employees to receive grants
under the Program, (iv) determine the amount to be granted to each Key Employee
and (v) determine the conditions, form, manner, time and terms of payment or
grants of Long-Term Incentives. All action taken by the Committee shall be
final, binding and conclusive on the Company, all Key Employees and other
employees, their Beneficiaries, successors and assigns, and on all other persons
claiming under or through any of them.


                                       3


4.   COMMON STOCK SUBJECT TO THE PROGRAM; ADJUSTMENTS

     4.1. Shares Authorized. Subject to Section 4.2, the shares of Common Stock
that may be issued or transferred under the Program shall not exceed 4,000,000.
Such shares may be authorized but unissued shares of Common Stock, shares of
treasury stock or shares purchased for the Program. Any shares of Common Stock
withheld or surrendered to pay withholding taxes pursuant to Section 7.3 or
surrendered in full or partial payment of the exercise price of an Option
pursuant to Section 5.3 shall be added to the shares of Common Stock available
for issuance or transfer. If any shares of Common Stock subject to Long-Term
Incentives are not issued or transferred for any reason, or if any such shares
are issued or transferred and are subsequently reacquired by the Company because
of a Key Employee's failure to comply with the terms of such Long-Term
Incentive, the shares not so issued or transferred or reacquired shall not be
charged against the maximum limitation set forth above and may again be made
subject to Long-Term Incentives.

     4.2. Adjustments. The Committee shall make or provide for appropriate
adjustments in the number and type of shares to be made available, the number of
shares allotted to an individual and the option price per share, to give effect
to any changes in capitalization or classification, including stock splits,
stock dividends, offering of rights to subscribe or convert to shares of Common
Stock, or any merger, consolidation or other reorganization.

5.   LONG-TERM INCENTIVES

     5.1. Grants of Long-Term Incentives.

     (a)  Long-Term Incentives may be granted, in whole or in part, in one or
          more of the following forms:

          (i)   A Stock Award in accordance with Section 5.2;

          (ii)  An Option in accordance with Section 5.3; or

          (iii) A Performance Unit in accordance with Section 5.4.

     (b)  The terms of any grant of Long-Term Incentives and the number of
          shares of Common Stock or Performance Units subject to such grant
          shall be determined by the Committee; provided that, the maximum
          annual amount payable in cash to any Key Employee for his or her
          Performance Units shall not exceed 200% of the Key Employee's average
          base salary over the applicable performance period, and the maximum
          annual number of shares of Common Stock that may be issued or
          transferred to any Key Employee pursuant to Long-Term Incentives shall
          not exceed 20% of the total shares authorized to be issued or
          transferred pursuant to Section 4.1.

     (c)  The aggregate Market Value (determined on the date the Option is
          granted) of the Common Stock for which any Key Employee may be granted
          Incentive Stock Options in the calendar year in which such Options are
          first exercisable shall not exceed $100,000.

     (d)  No more than 10% of the shares of Common Stock authorized to be issued
          or transferred pursuant to Section 4.1 may be used for grants of Stock
          Awards.


                                       4


     5.2. Stock Awards. Long-Term Incentives granted as Stock Awards may be in
the form of Restricted Stock or a commitment to issue or transfer Common Stock
and shall contain such terms and conditions as the Committee determines,
including forfeiture provisions and restrictions on transfer. Upon the issuance
or transfer of Common Stock pursuant to a Stock Award, the Key Employee shall be
entitled to receive dividends, to vote and to exercise all other rights of a
stockholder as to such Common Stock except to the extent otherwise specifically
provided in the Stock Award. If the Committee intends the Restricted Stock
granted to any Key Employee to satisfy the performance-based compensation
exemption under Code Section 162(m) ("Qualifying Restricted Stock"), the extent
to which the Qualifying Restricted Stock will vest shall be based on the
attainment of performance goals established in writing prior to commencement of
the performance period by the Committee from the list in Section 5.4(b). The
level of attainment of such performance goals and the corresponding number of
shares of vested Qualifying Restricted Stock shall be certified by the Committee
in writing pursuant to Code Section 162(m) and the related regulations.

     5.3. Options. Long-Term Incentives granted as Options shall be subject to
the following provisions:

     (a)  The Option price per share of Common Stock shall be determined by the
          Committee, but shall not be less than the Market Value of a share of
          Common Stock on the date the Option is granted. The Option price may
          not be changed after the grant date.

     (b)  The expiration date of each Option shall be established by the
          Committee at the time the Option is granted. Incentive Stock Options
          may not be granted after November 17, 2009 and must expire not later
          than ten years from their grant date.

     (c)  An Option shall be considered exercised on the date written notice is
          mailed (postage prepaid) or delivered to the Secretary of the Company
          advising of the exercise of a particular Option and transmitting
          payment of the Option price for the shares involved. Payment may be
          made in cash or by the surrender of Common Stock that has a Market
          Value equal to the exercise price, or by a combination thereof;
          provided that, Common Stock previously acquired from the Company may
          not be surrendered unless it has been held for at least six months. No
          Common Stock shall be issued or transferred upon exercise of an Option
          until full payment therefor has been made.

     5.4. Performance Units. Long-Term Incentives granted as Performance Units
shall be subject to the following provisions:

     (a)  The performance period for the attainment of performance goals shall
          be determined by the Committee.

     (b)  Prior to the commencement of the performance period, the Committee
          shall establish in writing an initial target value or number of shares
          of Common Stock for the Performance Units to be granted to a Key
          Employee, the duration of the performance period, and the specific
          performance goals to be attained, including performance levels at
          which various percentages of Performance Units will be earned and the
          minimum level of attainment to be met to earn any portion of the
          Performance Units. If the Committee intends the Performance Units
          granted to any Key Employee to satisfy the performance-based
          compensation exemption under Code Section 162(m) ("Qualifying
          Performance Units"), the performance goals shall be based on one or
          more of the following objective criteria: generation of free cash,
          earnings per share, revenue, market share, stock price, cash flow,
          earnings, operating expense ratios, return on sales, return on
          capital, return on assets, return on investment, productivity,
          delivery performance, quality, or level of improvement in any of the
          foregoing. After the end of a performance period, the Committee shall
          certify in writing the extent to which performance goals have been met
          and shall compute the payout to be received by each Key Employee. The
          Committee may not adjust upward the amount payable under Qualifying
          Performance Units to any Key Employee who is a covered employee under
          Code Section 162(m).


                                       5


     5.5. TERMINATION OF EMPLOYMENT

     (a)  Unless determined otherwise by the Committee, and subject to Section 6
          below, all unvested Options and Stock Awards and all unpaid
          Performance Units shall be forfeited upon termination of employment
          for reasons other than Retirement, Disability or death.

     (b)  Subject to Section 7.6, upon termination of employment by reason of
          Retirement, Disability or death, all unvested Options and Stock Awards
          shall become fully vested and any Performance Units shall become
          payable to the extent determined by the Committee.

     (c)  Upon termination by reason of Retirement or Disability, Options shall
          be exercisable until not later than the earlier of three years after
          the termination date or the expiration of their term. Upon the death
          of a Key Employee, while employed by the Company or after terminating
          by reason of Retirement or Disability, Options shall be exercisable by
          the Key Employee's Beneficiary not later than the earliest of one year
          after the date of death, three years after the date of termination due
          to Retirement or Disability, or the expiration of their term.

     (d)  Upon termination for any reason other than Retirement, Disability or
          death, any Options vested prior to such termination may be exercised
          during the three-month period commencing on the termination date, but
          not later than the expiration of their term. If a Key Employee dies
          during such post-employment period, such Key Employee's Beneficiary
          may exercise the Options (to the extent they were vested and
          exercisable on the date of employment termination), but not later than
          the earlier of one year after the date of death or the expiration of
          their term.

6.   CHANGE-IN-CONTROL

     In the event of a Change-in-Control, all Long-Term Incentives shall vest
and the maximum value of each Key Employee's Performance Units, prorated for the
number of full months of service completed by the Key Employee during the
applicable performance period, shall immediately be paid in cash to the Key
Employee. Options that become vested upon a Change-in-Control may be exercised
only during the 90 days immediately thereafter.

7.   GENERAL PROVISIONS

     7.1. No Employment Rights Conferred. Neither the adoption of this Program
nor its operation, nor any booklet or other document describing or referring to
this Program, or any part thereof, shall confer upon any employee any right to
continue in the employ of the Company or any subsidiary thereof or shall in any
way affect the right and power of the Company or any subsidiary to dismiss or
otherwise terminate the employment of any employee at any time for any reason
with or without cause.

     7.2. Acceptance of Program. By accepting any benefits under the Program,
each Key Employee and each person claiming under or through a Key Employee shall
be conclusively deemed to have indicated his or her acceptance of all provisions
of the Program and his or her consent to any action or decision under the
Program by the Company, the Board or the Committee.

     7.3. Withholding. The Company may withhold, or allow a Key Employee to
remit to the Company, any Federal, state or local taxes applicable to any grant,
exercise, vesting, distribution or other event giving rise to income tax
liability with respect to a Long-Term Incentive. In order to satisfy all or a
portion of the income tax liability that arises with respect to a Long-Term
Incentive, a Key Employee may elect to surrender Common Stock held by the Key
Employee or to have the Company withhold Common Stock that would otherwise be
issued pursuant to the exercise of an Option or in connection with any other
Long-Term Incentive, but any withheld Common Stock and any surrendered Common
Stock held by the Key Employee for less than six months, may be used only to
satisfy the minimum tax withholding required by law.


                                       6


     7.4. Non-Transferability; Exceptions. Except as hereinafter provided, no
Long-Term Incentive may be assigned, transferred or subjected to any
encumbrance, pledge or charge of any nature; provided that a Key Employee may
designate a Beneficiary to receive a Long-Term Incentive in the event of the Key
Employee's death. Under such procedures as the Committee may establish,
Long-Term Incentives may be transferred by gift to members of a Key Employee's
immediate family (i.e., children, grandchildren and spouse) or to one or more
trusts for their benefit or to partnerships in which such family members and the
Key Employee are the only partners, provided that (i) any agreement governing
such Long-Term Incentives expressly so permits or is amended to so permit, (ii)
the Key Employee does not receive any consideration for such transfer, and (iii)
the Key Employee provides such documentation or information concerning any such
transfer or transferee as the Committee may reasonably request. Any transferred
Long-Term Incentives shall be subject to the same terms and conditions that
applied immediately prior to their transfer. In no event shall such transfer
rights apply to any Incentive Stock Option.

     7.5. No Segregation; No Property Interest. Nothing in this Program shall
require the Company to segregate or set aside any funds or other property for
the purpose of paying a Long-Term Incentive. No Key Employee, Beneficiary or
other person shall have any right, title or interest in any amount awarded under
the Program prior to payment thereof, or in any property of the Company or any
affiliated corporation.

     7.6. Certain Forfeitures. Except for a Long-Term Incentive that has vested
pursuant to Section 6, the Committee may declare a Long-Term Incentive, whether
vested or unvested, to be forfeited if the Key Employee or former Key Employee
competes with the Company or engages in conduct that, in the opinion of the
Committee, adversely affects the Company.

     7.7. Governing Law. The Program, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Illinois.

8.   AMENDMENT OR TERMINATION OF PROGRAM

     This Program may be amended or terminated by the Board at any time,
provided that, without the approval of the stockholders of the Company, no
amendment that increases the maximum number of shares of Common Stock that may
be subject to Long-Term Incentives shall be effective. No amendment or
termination of the Program or any portion thereof shall, without the consent of
a Key Employee, adversely affect any award previously made or any other rights
previously granted to such Key Employee.


                                       7

EX-13

                                                                      EXHIBIT 13

RESULTS OF OPERATIONS
Fiscal year 2000 financial results showed significant improvement over fiscal
year 1999. Sales increased 29% to a record level of $1.019 billion and net
income, excluding 1999's restructuring charges, increased 36%. Sales showed
substantial growth in most major product and market areas. The largest
increases were driven by strong growth in the U.S., the Asia-Pacific region and
Latin America. Growth in the U.S. was driven by sales to wireless communication
providers and fiber-optic network companies. Sales to the Asia-Pacific region
increased 82% largely due to sales more than tripling in China. The company has
continued to expand its manufacturing facilities in China to serve this rapidly
growing market. The company also saw substantial growth in Latin America driven
by sales in Brazil, Argentina and Mexico.

Net income increased $49.2 million, or 162%, in 2000, primarily driven by the
29% increase in sales and the impact of restructuring charges incurred in 1999.
In March 1999, the company initiated a restructuring plan. In connection with
these restructuring activities, the company recognized pre-tax charges of $36.7
million in the second quarter of 1999. On an after-tax basis, restructuring
charges were $28.1 million, or $0.34 per share. The company completed these
restructuring efforts in 2000. Over the last two years, the company sold its
government electronics business, SciComm, discontinued its small earth station
product line, discontinued its tower manufacturing operations and reorganized
its wireless products manufacturing operations. While these steps negatively
impacted 1999 results, they have allowed the company to focus on its core
businesses and become more competitive in the wireless products market.

SALES in 2000 increased $227.4 million, or 29%, to $1.019 billion. U.S. sales
were 50% of 2000 sales and increased $124.1 million, or 32%, while
international sales increased $103.3 million, or 25%. Sales in 1999 decreased
$61.2 million, or 7%, to $791.8 million. U.S. sales were 48% of 1999 sales and
decreased $50.0 million, or 12%, while international sales decreased $11.2
million, or 3%, in 1999.

The company's sales trends are mostly influenced by the wireless infrastructure
market, which accounted for 71% of sales in 2000, 68% in 1999 and 69% in 1998.
Sales of wireless infrastructure products grew in all major markets in 2000,
with the most notable growth in the U.S., the Asia-Pacific region and Latin
America. U.S. wireless infrastructure sales increased significantly in 2000 due
to wireless operators resuming their spending on new cell sites. U.S. wireless
infrastructure sales decreased in 1999 due to a slowdown in spending on new
cell sites as wireless communications providers focused their spending on
upgrading existing cell sites. The largest percentage increase in wireless
infrastructure sales was in the Asia-Pacific region. This was predominantly due
to the significant increase in sales in China, where the company has continued
to increase production capacity to meet the demand of this rapidly growing
market. Wireless infrastructure sales improved dramatically in Latin America
during 2000. This was due principally to an improvement in the Brazilian
economy from 1999, the opening of a new distribution center in Mexico and new
PCS operators in Argentina. While the European market was the only market that
showed significant growth in 1999, European sales increased only modestly in
2000 due to pricing pressure and weaker currencies.





Sales to the fixed-line telecommunications networks market increased 26% in
2000, whereas they decreased 2% in 1999. Continued growth in equipment shelter
sales to U.S. fiber-optic network providers and fixed broadband wireless
products was the main reason for the increase in 2000. Growth in LMDS and MMDS
antenna system sales to competitive access and Internet service providers
contributed to the improvement in fixed telecommunications network sales for
2000. Sales to broadcast, government and other markets continued to decline,
decreasing 7% in 2000 and 3% in 1999. This is due largely to the company's
divestiture of its SciComm government electronics business and delays in the
rollout of digital TV systems in the U.S. Wireless accessory sales rebounded
after decreasing 12% in 1999 due to pricing pressure and the exit from the
European market. Wireless accessory sales climbed 23% in 2000 due to new
product sales to the automotive market and new hands-free kit solutions for
mobile phones. Sales of mobile antennas, GPS products and cable assemblies to
General Motors' OnStar and Ford's RESCU programs increased substantially in
2000.

From a product standpoint in 2000, coaxial cable sales increased 35% to $564.4
million, terrestrial microwave systems increased 4% to $156.4 million, other
antennas and support products increased 38% to $233.7 million and wireless
accessories increased 23% to $64.7 million. In 1999, coaxial cable sales
decreased 14% to $418.5 million, terrestrial microwave systems increased 2% to
$150.8 million, other antennas and support products increased 8% to $169.8
million and wireless accessories decreased 12% to $52.7 million.

GROSS MARGIN as a percentage of sales was 32.6% in 2000, 31.8% in 1999 and
38.8% in 1998. Included in the gross margin for 1999 is $6.9 million of the
$36.7 million pre-tax restructuring charges. Excluding restructuring charges,
gross margin as a percentage of sales was 32.7% of sales in 1999. Without
restructuring charges, gross margin as a percentage of sales remained
relatively unchanged from 1999 to 2000. Competitive market conditions caused
the company to continue to lower prices on many of its cable products in order
to maintain market share. These price reductions were offset by productivity
and efficiency gains. All four of the company's cable production facilities in
the U.S., China, Brazil and the U.K. significantly increased cable production
in 2000, creating economies of scale and decreasing average cable costs.
Product mix had a slightly negative impact on margins for 2000. Cable product
mix improved while sales of lower margin products such as equipment shelters
and base station antennas increased significantly. The decrease in gross margin
in 1999 was due mainly to pricing concessions required by a competitive
wireless infrastructure market. Unfavorable product mix also contributed to
this decline, with sales of





higher margin cable products decreasing and sales of lower margin products
increasing.

RESEARCH AND DEVELOPMENT expense increased $10.6 million, or 36%, in 2000 and
$3.8 million, or 15%, in 1999. Research and development expense was 4.0% of
sales in 2000, 3.7% in 1999 and 3.0% in 1998. The company continues to focus on
the development of new products for existing and new markets. Major research
and development efforts have been centered on power amplifiers, satellite
modems and broadband wireless products.

SALES AND ADMINISTRATIVE expenses increased $19.3 million, or 13%, in 2000 and
decreased $1.0 million, or 1%, in 1999. Sales and administrative expenses were
16.1% of sales in 2000, 18.2% in 1999 and 17.0% in 1998. In 2000, marketing
related expenses increased $9.9 million, or 15%, due primarily to increases in
product line management and other marketing efforts. Administrative expenses
grew $9.4 million, or 12%, in 2000. The growth in administrative expenses was
driven mainly by increases in incentive bonuses, profit sharing, management
information systems and goodwill amortization relating to the Chesapeake
Microwave Technologies Inc. (CMTI) and Conifer Corporation acquisitions. The
$1.0 million decline in sales and administrative expenses in 1999 was due to
decreases in incentive bonuses and profit sharing offset by increases in
expense related to the company's management information systems.

OTHER INCOME AND EXPENSE resulted in an expense of $11.0 million in 2000,
income of $1.3 million in 1999 and an expense of $2.5 million in 1998. Other
income and expense is comprised primarily of net interest income or expense,
foreign exchange gains or losses, minority interest and equity in losses from
the company's joint ventures. Net interest was an expense of $6.8 million in
2000 and income of $4.9 million in 1999 and $1.6 million in 1998. The increase
in net interest expense in 2000 was due to an increase in borrowing and a
decrease in interest earned on loans to the company's joint ventures in Russia.
The increase in net interest income in 1999 was due mainly to an increase in
interest income from loans to the company's joint ventures in Russia. Other
expense, net was $4.3 million in 2000, $3.6 million in 1999 and $4.0 million in
1998. Other expenses increased in 2000, due to an increase in minority interest
expense for the company's minority partner's share of higher Brazilian
operating income, and an increase in equity in losses from the company's joint
ventures in Russia. This was offset by foreign exchange gains of $1.7 million
in 2000, compared to foreign exchange losses of $2.4 million in 1999.

INCOME TAXES were 32% of pre-tax income in 2000, 38% in 1999 and 34% in 1998.
The increase in the effective tax rate for 1999 was due to the inclusion of
$14.1 million of non-deductible goodwill in the restructuring charges
recognized during 1999. Excluding the impact of the non-deductible goodwill,
the effective tax rate for 1999 was 32%. The decrease in the effective tax rate
from 1998 was due to the company generating a larger percentage of its income
outside of the U.S. in countries with lower effective tax rates.

LIQUIDITY
Cash and cash equivalents were $44.9 million in 2000, $38.3 million in 1999 and
$78.4 million in 1998. Working capital was $350.7 million in 2000, $303.9
million in 1999 and $320.1 million in 1998. Management believes the current
level of working capital will be adequate to meet the company's liquidity needs
related to normal operations.





NET CASH FROM OPERATIONS was $50.0 million in 2000, $72.8 million in 1999 and
$149.9 million in 1998. During 2000, the company generated $50.0 million in
cash from operations, principally from net income of $79.6 million, which
included non-cash charges of $47.7 million for depreciation and amortization.
This was offset by increases in accounts receivable of $72.6 million and
inventories of $50.8 million and increased by growth in accounts payable and
other liabilities of $39.9 million. These increases were driven by the 29%
increase in sales in 2000. Days sales in billed receivables remained constant
for 2000 and 1999 at 81 days. During 1999, the company generated $72.8 million
in cash from operations, principally from net income of $30.4 million, which
included non-cash charges of $33.6 million for restructuring charges and $39.2
million for depreciation and amortization. This was offset by an increase in
accounts receivable. Days sales in billed receivables increased from 70 days in
1998 to 81 days in 1999. The increase in the time required to collect
receivables was due partially to an increase in international sales in
countries with less favorable payment terms, such as China.

NET CASH USED FOR INVESTING ACTIVITIES was $95.4 million in 2000, $70.1 million
in 1999 and $64.1 million in 1998. Net cash used for investing activities is
driven mainly by the company's capital expenditures, or investment in property,
plant and equipment. Capital expenditures increased 62% in 2000 to $83.5
million. This increase is due largely to the expansion of cable production
capacity in the U.S., China, Brazil and the U.K. The company also expanded its
shelter production capacity and upgraded some of its facilities in Texas.
Capital expenditures for the company's management information systems increased
$6.0 million in 2000. Capital expenditures were $51.4 million in 1999, which
included a $7.0 million increase in capital expenditures related to the
company's management information systems. Capital expenditures were $58.5
million in 1998, which included $8.3 million relating to the construction of a
cable manufacturing facility in China and $10.7 million for the construction of
new facilities in Texas.

During 2000, the company spent $16.3 million on acquisitions. In December 1999,
the company acquired Conifer Corporation for $13.0 million. Conifer Corporation
designs and manufactures MMDS subscriber products, Wireless LAN equipment and
Direct Broadcast Satellite (DBS) accessories. In October 1999, the company also
acquired a controlling interest in Comtier Corporation for $2.0 million. The
company had previously accounted for its minority investment in Comtier
Corporation under the equity method of accounting. Comtier Corporation
manufactures and designs high-speed broadband modems for use with satellite
systems. As part of the 1999 acquisition of CMTI, the company paid $1.3 million
of additional purchase consideration to certain CMTI shareholders in 2000.





During 1999, the company spent $15.1 million on acquisitions. In March 1999,
the company acquired Passive Power Products, Inc., a Maine-based supplier of
radio frequency (RF) products to the broadcast market for $4.3 million. In
September 1999, the company acquired the stock of CMTI, a Glen Rock,
Pennsylvania company that designs and develops RF and microwave amplifiers and
assemblies, for $8.6 million. In February 1999, the company purchased the
remaining 20% interest in the South African Satcom Group of companies for $1.2
million. In 1998, the company spent $3.0 million on acquisitions. In October
1997, the company purchased an additional 19% interest in its Brazilian
operations for $3.0 million, bringing the company's ownership to 70%.

The company`s net investment in telecommunications joint ventures decreased
$4.2 million in 2000 and increased $4.3 million in 1999 and $3.2 million in
1998. This was due to an increase in investments in and advances to the joint
ventures, net of the company's share of these ventures' losses. The company
currently has an investment of $51.8 million in nine joint ventures that are
engaged in communication and data transmission in Russia, the Ukraine and
Mexico. The company is in the process of considering possible strategic options
that may involve the divestiture of all or a significant portion of these
ventures.

NET CASH FROM FINANCING ACTIVITIES was $55.4 million in 2000, primarily due to
the company increasing its net borrowing by $65.8 million. The company used
$44.7 million for financing activities in 1999 and $100.4 million in 1998,
mainly due to the purchase of treasury stock.

The company increased its net long-term borrowing by $23.1 million in 2000.
This was due mainly to an increase in borrowing in China and a decrease in
long-term borrowing in the U.S. The company's China operations increased its
net borrowing by $30.9 million in Chinese Renminbi denominated debt. This new
debt was used to finance expansion in China and to hedge the company's assets
in China. At September 30, 2000, the company had $40.6 million in Renminbi
denominated debt outstanding in China, with maturity dates ranging from 2002 to
2003. The company currently has $22.7 million in senior notes outstanding, of
which $4.5 million is due annually until 2005. In 2000, the company paid off
$1.4 million of higher interest rate debt that had been acquired as part of the
CMTI and Conifer Corporation acquisitions.

During 1999, the company's China operations borrowed $9.6 million U.S. dollars
in Renminbi denominated debt, of which $1.9 million was paid off in 2000. In
1999, the company's Brazilian operations restructured its debt to obtain lower
interest rates. Total debt from the company's Brazilian operations decreased
from $17.1 million at September 30, 1998 to $13.3 million at September 30,
1999. During 1998, the company's Brazilian operations initiated a $12.0 million
line of credit agreement with Bank Austria Creditanstalt, which had $5.5
million outstanding as of September 30, 1998. In 1999, this line of credit was
converted into $8.8 million in long-term variable rate debt due in December
2000. During 1998, the company entered into a loan agreement with Banco
Nacional De Desenvolvimento Economico E Social for $7.0 million, the proceeds
of which were used to pay down a portion of the company's outstanding line of
credit with ABN-AMRO. Portions of this loan were paid down in 1999 and in 2000,
leaving $3.2 million outstanding at September 30, 2000. Portions of this loan
will be paid off annually through 2003.





The company increased its net short-term borrowings by $42.8 million in 2000.
During 2000, the company increased its revolving line of credit agreement led
by Bank of America from $50 million to $150 million. At September 30, 2000,
there was $39.8 million outstanding under this agreement, including $16.4
million denominated in Swiss francs, $2.3 million denominated in Japanese yen
and $1.0 million denominated in Hong Kong dollars. Under this credit agreement,
in 1999, the company paid off $3.8 million denominated in French francs and
borrowed $2.3 million denominated in Japanese yen. In 2000, the company opened
a Canadian dollar revolving line of credit with Bank of America Canada. As of
September 30, 2000, the company had $6.0 million in Canadian dollar denominated
debt outstanding. Borrowings under these credit agreements were used to meet
the company's short-term financing needs and to provide a hedge against
exposures in various foreign currencies.

The company received cash from the sale of stock under employee and director
option plans, employee stock purchase plans and the company's profit sharing
plan. Under these plans, the company generated $14.2 million in 2000, $3.1
million in 1999 and $2.9 million in 1998.

In 1997, the company implemented a stock buy-back program. The company's Board
of Directors has authorized the company to repurchase up to 15.0 million shares
under this program. The company purchased 1.8 million shares at a cost of $24.6
million in 2000, 3.0 million shares at a cost of $50.5 million in 1999 and 5.5
million shares at a cost of $105.4 million in 1998. The company has repurchased
a total of 11.8 million shares at a total cost of $222.2 million under this
stock buy-back program since the plan was implemented in 1997. Shares
repurchased under this program will be held for potential future acquisitions
and to meet employee compensation needs. Although the company has never paid
cash dividends, the Board of Directors periodically reviews this practice and,
to date, has elected to retain earnings in the business to finance future
investments and operations.

RISK FACTORS
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. We have made forward-looking
statements in this annual report under "Management's Discussion and Analysis of
Financial Condition and Results of Operations." In addition, other written or
oral statements that constitute forward-looking statements may be made by or on
behalf of the company. Although we have based these statements on the beliefs
and assumptions of our management and on information currently available to
them, they are subject to risks and uncertainties. We wish to ensure





that such statements are accompanied by meaningful cautionary statements, so as
to obtain the protections of the safe harbor established in the Private
Securities Litigation Reform Act of 1995. Accordingly, such statements are
qualified by reference to the discussion below of certain important factors
that could cause actual results to differ materially from those projected in
such forward-looking statements.

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

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

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

CUSTOMER FINANCING AND SPENDING PATTERNS. Demand for the company's products is
influenced by customer spending patterns and their ability to obtain financing.
Fluctuations and temporary slowdowns in the company's sales trends are impacted
by customer spending on non-Andrew-provided infrastructure such as upgrades and
conversions to digital technology and spending on switching equipment. Customer
spending on new radio spectrum licenses may cause fluctuations in sales of the
company's wireless infrastructure products.

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





RAPID TECHNOLOGICAL CHANGE AND PRESSURE TO DEVELOP NEW PRODUCTS. We believe
that our future success depends on our ability to effectively anticipate and
respond to changes in technology, customer needs and industry standards.
Failure to anticipate changes, to adapt current products, to develop and
introduce new products on a timely basis or to gain market acceptance for new
products would impair our competitiveness and could have a material negative
impact on our business and operating results.

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

ABILITY TO ATTRACT AND RETAIN QUALIFIED PEOPLE. We believe that our future
success significantly depends on our ability to attract and retain highly
qualified personnel. We cannot be sure that we will be able to attract and
retain key personnel in the future. We believe our inability to do so could
negatively impact our business, financial condition and operating results.

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

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



CONSOLIDATED STATEMENTS OF INCOME




                                                                          Year Ended September 30
Amount in thousands, except per share amounts                        2000          1999          1998
                                                                 ------------- ------------- -------------
                                                                                    
Sales                                                              $1,019,174      $791,760      $852,915
Cost of products sold                                                 687,171       540,075       521,996
                                                                 ------------- ------------- -------------
Gross Profit                                                          332,003       251,685       330,919

Operating Expenses
Research and development                                               40,262        29,622        25,810
Sales and administrative                                              163,631       144,335       145,313
Restructuring                                                               -        29,817             -
                                                                 ------------- ------------- -------------
                                                                      203,893       203,774       171,123
                                                                 ------------- ------------- -------------
Operating Income                                                      128,110        47,911       159,796

Other
Interest expense                                                        8,862         5,329         6,060
Interest income                                                        (2,083)      (10,198)       (7,615)
Other expense, net                                                      4,271         3,602         4,007
                                                                 ------------- ------------- -------------
                                                                       11,050        (1,267)        2,452
                                                                 ------------- ------------- -------------
Income Before Income Taxes                                            117,060        49,178       157,344

Income taxes                                                           37,459        18,751        53,497
                                                                 ------------- ------------- -------------
Net Income                                                             79,601        30,427       103,847
                                                                 ============= ============= =============
Basic and Diluted Net Income per Average
   Share of Common Stock Outstanding                                    $0.98         $0.37         $1.18
                                                                 ============= ============= =============
Average Basic Shares Outstanding                                       80,944        82,675        87,941
Average Diluted Shares Outstanding                                     81,418        82,813        88,306
                                                                 ============= ============= =============


See Notes to Consolidated Financial Statements.





CONSOLIDATED BALANCE SHEETS




                                                                                      September 30
Dollars in thousands                                                                2000         1999
                                                                                ------------ ------------
                                                                                       
Assets
Current Assets
Cash and cash equivalents                                                          $ 44,865     $ 38,287
Accounts receivable, less allowances (2000--$2,983; 1999--$3,403)                   263,016      200,068
Inventories
    Finished products                                                                77,082       58,225
    Materials and work in process                                                   127,086      106,261
                                                                                ------------ ------------
                                                                                    204,168      164,486
Miscellaneous current assets                                                         12,632       10,662
                                                                                ------------ ------------
Total Current Assets                                                                524,681      413,503
Other Assets
Costs in excess of net assets of businesses acquired,
    less accumulated amortization (2000--$8,625; 1999--$4,654)                       37,799       21,498
Investments in and advances to affiliates                                            51,759       63,992
Other assets                                                                          7,698        6,297
Property, Plant and Equipment
Land and land improvements                                                           19,291       17,016
Buildings                                                                            95,510       83,850
Equipment                                                                           370,286      335,125
Allowances for depreciation and amortization                                       (289,827)    (275,191)
                                                                                ------------ ------------
                                                                                    195,260      160,800
                                                                                ------------ ------------
Total Assets                                                                       $817,197     $666,090
                                                                                ============ ============

Liabilities and Stockholders' Equity
Current Liabilities
Notes payable                                                                      $ 45,771     $  3,053
Accounts payable                                                                     58,538       43,105
Restructuring reserve                                                                     -       12,128
Accrued expenses and other liabilities                                               18,557       21,212
Compensation and related expenses                                                    30,303       21,947
Income taxes                                                                          5,639            -
Current portion of long-term debt                                                    15,215        8,205
                                                                                ------------ ------------
Total Current Liabilities                                                           174,023      109,650
Deferred Liabilities                                                                 25,132       18,602
Long-Term Debt, less current portion                                                 65,843       48,760
Minority Interest                                                                     9,254        5,068
Stockholders' Equity
Common stock (par value, $.01 per share: 400,000,000 shares authorized;
    102,718,210 shares issued, including treasury)                                    1,027        1,027
Additional paid-in capital                                                           64,136       55,802
Accumulated other comprehensive income                                              (35,801)     (21,755)
Retained earnings                                                                   761,131      681,530
Treasury stock, at cost (21,476,101 shares in 2000; 20,527,072 shares in 1999)     (247,548)    (232,594)
                                                                                ------------ ------------
                                                                                    542,945      484,010
                                                                                ------------ ------------
Total Liabilities and Stockholders' Equity                                         $817,197     $666,090
                                                                                ============ ============


See Notes to Consolidated Financial Statements.





CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                            Year Ended September 30
Dollars in thousands                                                      2000         1999         1998
                                                                      ------------ ------------ ------------
                                                                                       
Cash Flows from Operations
Net Income                                                                $79,601      $30,427     $103,847

Adjustments to Net Income
Restructuring costs                                                         2,820       33,580         (864)
Depreciation and amortization                                              47,668       39,155       37,494
(Increase) decrease in accounts receivable                                (72,611)     (25,107)       3,637
Increase in inventories                                                   (50,846)      (4,238)        (107)
(Increase) decrease in miscellaneous current and other assets                (566)      (3,756)       1,117
Decrease in receivables from affiliates                                        22        4,201        3,150
Increase (decrease) in accounts payable and other liabilities              39,938       (1,303)       1,754
Other                                                                       3,948         (124)        (176)
                                                                      ------------ ------------ ------------
Net Cash from Operations                                                   49,974       72,835      149,852

Investing Activities
Capital expenditures                                                      (83,542)     (51,418)     (58,529)
Acquisition of businesses, net of cash acquired                           (16,262)     (15,107)      (3,000)
Investments in and advances to affiliates, net                              4,152       (4,308)      (3,195)
Proceeds from sale of property, plant and equipment                           288          759          607
                                                                      ------------ ------------ ------------
Net Cash Used for Investing Activities                                    (95,364)     (70,074)     (64,117)

Financing Activities
Long-term borrowings (payments)--net                                       23,054        6,385        2,223
Short-term borrowings (payments)--net                                      42,761       (3,587)         (38)
Stock purchase and option plans                                            14,201        3,059        2,859
Purchase of treasury stock                                                (24,630)     (50,512)    (105,405)
                                                                      ------------ ------------ ------------
Net Cash from (Used for) Financing Activities                              55,386      (44,655)    (100,361)
Effect of exchange rate changes on cash                                    (3,418)       1,786         (802)
                                                                      ------------ ------------ ------------
Increase (Decrease) for the Year                                            6,578      (40,108)     (15,428)
Cash and cash equivalents at beginning of year                             38,287       78,395       93,823
                                                                      ------------ ------------ ------------
Cash and Cash Equivalents at End of Year                                  $44,865      $38,287      $78,395
                                                                      ============ ============ ============


See Notes to Consolidated Financial Statements.





CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY




                                                                       Accumulated
                                                         Additional          Other
                                                 Common    Paid-In   Comprehensive     Retained      Treasury
Dollars in thousands                              Stock    Capital          Income     Earnings         Stock           Total
                                               --------- ---------- --------------- ------------ ------------- ---------------
                                                                                             
Balance at September 30, 1997                    $1,027    $51,810        $(4,532)     $547,256     $(86,438)        $509,123
Repurchase of shares                                                                                (105,405)        (105,405)
Stock purchase and option plans                              1,499                                     2,799            4,298

Foreign Currency Translation Adjustment                                    (3,085)                                     (3,085)
Net Income                                                                              103,847                       103,847
                                                                                                               ---------------
Comprehensive Income                                                                                                  100,762
                                               ========= ========== =============== ============ ============= ===============

Balance at September 30, 1998                    $1,027    $53,309        $(7,617)     $651,103    $(189,044)        $508,778
Repurchase of shares                                                                                 (50,512)         (50,512)
Stock purchase and option plans                              2,493                                     6,962            9,455

Foreign Currency Translation Adjustment                                   (14,138)                                    (14,138)
Net Income                                                                               30,427                        30,427
                                                                                                               ---------------
Comprehensive Income                                                                                                   16,289
                                               ========= ========== =============== ============ ============= ===============

Balance at September 30, 1999                    $1,027    $55,802       $(21,755)     $681,530    $(232,594)        $484,010
Repurchase of shares                                                                                 (24,630)         (24,630)
Stock purchase and option plans                              8,334                                     9,676           18,010

Foreign Currency Translation Adjustment                                   (14,046)                                    (14,046)
Net Income                                                                               79,601                        79,601
                                                                                                               ---------------
Comprehensive Income                                                                                                   65,555
                                               --------- ---------- --------------- ------------ ------------- ---------------

Balance at September 30, 2000                    $1,027    $64,136       $(35,801)     $761,131    $(247,548)        $542,945
                                               ========= ========== =============== ============ ============= ===============


See Notes to Consolidated Financial Statements.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the company and
its majority-owned subsidiaries in which the company exercises control. All
significant intercompany accounts and transactions have been eliminated.

CASH EQUIVALENTS
The company considers all highly liquid investments purchased with maturities of
three months or less to be cash equivalents. The carrying amount of cash
equivalents approximates fair value due to the relative short-term maturity of
these investments.

INVENTORIES
Inventories are stated at the lower of cost or market. Inventories stated under
the last-in, first-out (LIFO) method represent 55% of total inventories in 2000
and 57% of total inventories in 1999. The remaining inventories are valued on
the first-in, first-out (FIFO) method.

If the FIFO method, which approximates current replacement cost, had been used
for all inventories, the total amount of inventories would have remained
unchanged at September 30, 2000 and September 30, 1999.

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost. Depreciation is computed
using accelerated methods based on estimated useful lives of the assets for both
financial reporting and tax purposes. Buildings are depreciated over 10 to 30
years and equipment is depreciated over 3 to 8 years. Depreciation expense was
$43.7 million, $37.1 million and $35.4 million for 2000, 1999 and 1998,
respectively.

COST IN EXCESS OF NET ASSETS OF BUSINESSES ACQUIRED
The company amortizes the cost in excess of net assets of businesses acquired on
the straight-line basis over periods ranging from 10 to 40 years. Amortization
expense was $4.0 million, $2.0 million and $2.1 million for 2000, 1999 and 1998,
respectively.

Management periodically reviews the valuation and amortization of goodwill. As
part of this review, the company estimates the value and future benefits of the
cash flows generated by the related assets to determine if any impairment has
occurred.





INVESTMENTS IN AFFILIATES
Investments in affiliates are accounted for using the equity method, under which
the company's share of earnings or losses of these affiliates is reflected in
income as earned and dividends are credited against the investment in affiliates
when received.

REVENUE RECOGNITION
Revenue is recognized from sales when a product is shipped or a service is
performed. Long-term contracts in progress are reviewed monthly, and sales and
earnings are adjusted in the current accounting period based on revisions in
contract value and estimated costs at completion. Estimated losses on contracts
are provided when identified.

FOREIGN CURRENCY TRANSLATION
The functional currency for the company's foreign operations is predominantly
the applicable local currency. Accounts of foreign operations are translated
into U.S. dollars using year-end exchange rates for assets and liabilities and
average monthly exchange rates for revenue and expense accounts. Adjustments
resulting from translation are included in accumulated other comprehensive
income, a separate component of stockholders' equity. Gains and losses resulting
from foreign currency transactions are included in determining net income. Net
gains and losses resulting from foreign currency transactions that are included
in other expense, net were income of $(1.7) million, losses of $2.4 million and
losses of $3.0 million for 2000, 1999 and 1998, respectively.

HEDGING AND DERIVATIVE INSTRUMENTS
The company is exposed to changes in foreign exchange rates as a result of its
foreign operations. The company primarily manages its foreign currency risk by
making use of naturally offsetting positions. These natural hedges include the
establishment of local manufacturing facilities that conduct business in local
currency and the use of borrowings denominated in local currencies (see
Borrowings note). The company also selectively utilizes derivative instruments
such as forward exchange contracts to manage the risk of exchange fluctuation.
These instruments held by the company are not leveraged and are not held for
trading or speculative purposes.

INCOME TAXES
Deferred income taxes reflect the impact of temporary differences between the
amounts of assets and liabilities recognized for financial reporting purposes
and such amounts recognized for tax purposes.




USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING POLICIES
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities." FASB
No. 133 requires all derivatives to be recorded on the balance sheet at fair
value. FASB Statement No. 133 was amended by FASB Statement No. 137 in June 1999
and FASB Statement No. 138 in June 2000. The company will adopt these FASB
statements in the first quarter of fiscal year 2001. Adoption of these
statements is not expected to have a material effect on the company's financial
statements.

In July 2000, the FASB's Emerging Issues Task Force (EITF) reached a conclusion
on EITF Issue 00-10, accounting for shipping and handling fees and costs. The
company will adopt EITF Issue 00-10 starting in the fourth quarter of fiscal
year 2001. Adoption of Issue 00-10 will not have a material effect on the
company's financial statements. EITF Issue 00-10 requires that shipping and
handling expenses billed to customers be recorded as part of sales revenue and
that the related expenses be recorded in cost of products sold. The company
currently passes any shipping costs on to its customers at cost and does not
record any shipping charges as part of sales revenue or cost of products sold.
Adoption of EITF Issue 00-10 will not impact income or gross profit but will
cause the gross profit percentage to decrease from what has historically been
reported.

In December 1999, the staff of the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in
Financial Statements." The company will adopt SAB No. 101 in the fourth quarter
of fiscal year 2001. Adoption of SAB No. 101 is not expected to have a material
effect on the company's financial statements.

BUSINESS ACQUISITIONS
In February 1999, the company purchased the remaining 20% interest in Satcom
Group of Companies, located in South Africa, for $1.2 million. In March 1999,
the company acquired the stock of Passive Power Products, Inc., a Maine-based
supplier of RF products to the broadcast market, for $4.3 million, net of cash
acquired. In September 1999, the company acquired the stock of Chesapeake
Microwave Technologies Inc. (CMTI), a Glen Rock, Pennsylvania company that
designs and develops radio frequency (RF) and microwave amplifiers and
assemblies. In addition to the $8.6 million, net of cash acquired paid at
closing, the CMTI purchase agreement contains a provision for deferred payments
of up to $4.0 million payable to certain CMTI shareholders. In September 2000,
the company paid $1.3 million to these CMTI shareholders and has possible
deferred payments of up to $2.7 million remaining. These payments have been and
will be accounted for as additional purchase consideration when paid.

The 1999 acquisitions were accounted for as purchases, resulting in $13.9
million of goodwill that will be amortized over 10 years. Pro forma results of
operations, assuming these transactions occurred at the beginning of the fiscal
year, are not materially different from the reported results of operations.

In October 1999, the company purchased a controlling interest in Comtier
Corporation for $2.0 million. The company had previously accounted for its
minority investment in Comtier under the equity method of accounting. Comtier
manufactures and designs high-speed broadband modems for use with satellite
systems. In December 1999, the company acquired the capital stock of Conifer
Corporation for $13.0 million, net of cash acquired. Conifer designs and
manufactures Multichannel Multipoint Distribution Service (MMDS) subscriber
products, Wireless LAN equipment and Direct Broadcast Satellite (DBS)
accessories.

The 2000 acquisitions were accounted for as purchases, resulting in $17.4
million of goodwill that will be amortized over 10 years. Pro forma results of
operations, assuming these transactions occurred at the beginning of the fiscal
year, are not materially different from the reported results of operations.





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



                                                                           Year Ended September 30
                                                                           -----------------------
Dollars in thousands, except per share amounts                          2000          1999         1998
- --------------------------------------------------------------------------------------------------------
                                                                                      
                   BASIC EARNINGS PER SHARE
Numerator:
    Numerator for net income per share                              $ 79,601      $ 30,427     $103,847
Denominator:
    Weighted average shares outstanding                               80,944        82,675       87,941
                                                                 ============ ============= ============

Net income per share--basic                                            $0.98         $0.37        $1.18
                                                                 ============ ============= ============

                  DILUTED EARNINGS PER SHARE
Numerator:
    Numerator for net income per share                              $ 79,601      $ 30,427     $103,847
Denominator:
    Weighted average shares outstanding                               80,944        82,675       87,941
    Effect of dilutive securities:
      Stock options                                                      474           138          365
                                                                 ------------ ------------- ------------

                                                                      81,418        82,813       88,306
                                                                 ============ ============= ============

Net income per share--diluted                                       $   0.98      $   0.37     $   1.18
                                                                 ============ ============= ============


Options to purchase 1,191,000, 2,681,000 and 1,285,000 shares of common stock in
2000, 1999 and 1998, respectively, were not included in the computation of
diluted earnings per share because the options' exercise prices were greater
than the average market price of the common shares.

INVESTMENTS IN AND ADVANCES TO AFFILIATES
The company has various investments in ventures that are accounted for by the
equity method. Nine of the ventures are engaged in communication and data
transmission in Russia, the Ukraine and Mexico. The company has minority
interest holdings in six of the ventures and a majority interest holding in
three of the ventures. The company does not consolidate the majority owned
ventures because of governmentally imposed uncertainties that significantly
affect the company's ability to exercise control. The method of accounting is
evaluated on a periodic basis for appropriateness based on the existing
conditions and the company's ability to exercise control. The company has no
investments in ventures that are accounted for by the cost method. The combined
operating results of the ventures and the company's share thereof were not
material to the company's 2000, 1999 and 1998 operating results. The company
guarantees a $41.0 million line of credit with ABN-AMRO, which is used by its
ventures. As of September 30, 2000, there was $33.1 million outstanding under
the agreement.

UNBILLED RECEIVABLES
At September 30, 2000, unbilled receivables of $3,201,000 are included in
accounts receivable, compared to $4,551,000 at September 30, 1999. These amounts
will be billed in accordance with contract terms and delivery schedules and are
generally expected to be collected within one year.

PROFIT SHARING PLANS
Most employees of Andrew Corporation and its subsidiaries participate in various
retirement plans, principally defined contribution profit sharing plans. The
amounts charged to earnings for these plans in 2000, 1999 and 1998 were
$9,722,000, $9,203,000 and $14,967,000, respectively.




BORROWINGS
LINES OF CREDIT
The company maintains a $150 million revolving line of credit agreement with a
group of ten banks led by Bank of America, NA as administrative agent. During
2000, this revolving credit agreement was increased from $50 million to $150
million. The maximum outstanding during 2000 under the line of credit was $75.3
million with a weighted average interest rate of 7.28%. The outstanding balance
at September 30, 2000 was $39.8 million, including foreign currency borrowings
of $2.3 million U.S. dollars in Japanese yen, $1.0 million U.S. dollars in Hong
Kong dollars and $16.4 million U.S. dollars in Swiss francs.

The company also maintains a $11.4 million line of credit agreement with
ABN-AMRO for its Brazilian operations. The company had no borrowings under this
agreement during 2000.

The company maintains a $20 million Canadian dollar line of credit with the Bank
of America Canada. The maximum outstanding during 2000 was $9.0 million Canadian
dollars, at an average rate of 6.72%. Outstanding at September 30, 2000 was $9.0
million Canadian dollars, or $6.0 million U.S. dollars.

LONG-TERM DEBT
Long-term debt at September 30 consisted of the following:




Dollars in thousands                                                              2000         1999
- --------------------------------------------------------------------------------------------------------
                                                                                       
9.52% senior notes payable to insurance companies
in annual installments from 1995 to 2005                                        $22,726      $27,272

Variable rate Industrial Development Revenue Bond
with Coweta County, Georgia                                                       3,800        3,800

6.66% RMB loan from the Agricultural Bank of China,
supported by a Bank of America letter of credit                                   7,732        9,678

6.56% RMB loan from the Shanghai Pudong Development Bank,
supported by a Bank One letter of credit                                         11,598            -

6.74% RMB loan from Bank of America Shanghai                                      1,932            -

6.66% RMB loan from the Agricultural Bank of China,
supported by a Bank One letter of credit                                         19,330            -

Variable rate loan from BBA Creditanstalt Bank Limited                            8,800        8,800

12.00% loan agreement with Banco Nacional De
Desenvolvimento Economico E Social                                                3,223        4,477

Other                                                                             1,917        2,938

Less: Current Portion                                                            15,215        8,205
                                                                            ------------ ------------

Total Long-Term Debt                                                            $65,843      $48,760
                                                                            ============ ============


Under the terms of the loan agreements, the company has agreed to maintain
certain levels of working capital and net worth. At September 30, 2000, all
these requirements have been met.

The principal amounts of long-term debt maturing after September 30, 2000 are:




Dollars in thousands          2001        2002         2003         2004       2005    Thereafter
- --------------------------------------------------------------------------------------------------
                                                                     
                            $15,215      $25,613      $26,519      $4,750     $8,551      $410


Cash payments for interest on all borrowings were $8,128,000, $5,091,000 and
$7,146,000 in 2000, 1999 and 1998, respectively.

The carrying amount of long-term debt as of September 30, 2000 approximates fair
value. The fair value was determined by discounting the future cash outflows
based upon the current market rates for instruments with a similar risk and term
to maturity.

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

In connection with these restructuring activities, the company planned to
terminate approximately 600 employees and 280 temporary/contract workers.
Estimated employee termination costs of $5.2 million were accrued in the second
quarter of 1999. In addition to termination costs, these restructuring charges
included a goodwill write-off of $14.1 million, long-term lease commitments of
$3.5 million and inventory, equipment and other asset write-downs of $13.9
million. Of the total $36.7 million employee termination and exit costs
recognized, $6.9 million was classified as Cost of Sales and $29.8 million as
Restructuring in the Operating Expense section of the income statement. On an
after-tax basis, restructuring charges were $28.1 million, or $0.34 per share.

Actual costs charged against the restructuring reserve in 1999 were $24.6
million, including termination costs of $2.8 million paid to 424 terminated
employees, a $14.1 million goodwill write-off, and inventory and other asset
write-downs of $7.4 million.

The company completed its restructuring efforts in 2000. Actual costs charged
against the restructuring reserve in 2000 were $12.1 million. This included
termination costs of $1.6 million paid to 281 terminated employees; inventory,
equipment and other asset write-offs of $10.0 million; and lease payments of
$0.5 million.



INCOME TAXES
The composition of the provision for income taxes follows:



                                                            Year Ended September 30
                                                            -----------------------
Dollars in thousands                                     2000         1999         1998
- ----------------------------------------------------------------------------------------
                                                                       
Currently Payable:
Federal                                               $  6,336     $  2,554     $ 24,539
Non-United States                                       19,085       15,553       17,043
State                                                    2,782          933        4,708
                                                  ------------- ------------ ------------

                                                        28,203       19,040       46,290
Deferred (Credit):
Federal and State                                        9,019          384        7,091
Non-United States                                          237        (673)          116
                                                  ------------- ------------ ------------

                                                         9,256        (289)        7,207
                                                  ------------- ------------ ------------

                                                      $ 37,459     $ 18,751     $ 53,497
                                                  ============= ============ ============

Income Taxes Paid                                     $ 25,522     $ 29,411     $ 56,162
                                                  ============= ============ ============

Components of Income Before Income Taxes:
United States                                         $ 35,963     $(8,078)     $ 97,909
Non-United States                                       81,097       57,256       59,435
                                                  ------------- ------------ ------------
                                                      $117,060     $ 49,178     $157,344
                                                  ============= ============ ============


The company's effective income tax rate varied from the statutory United States
federal income tax rate because of the following:



                                                              Year Ended September 30
                                                              -----------------------
                                                            2000         1999         1998
                                                       ------------- ------------ ------------
                                                                             
Statutory United States federal tax rate                      35.0%        35.0%        35.0%
Foreign Sales Corporation (FSC)                               (1.3)        (4.2)        (2.0)
State income taxes, net of federal tax effect                  1.5          1.3          2.2
Net tax effect of restructuring                                  -          6.1            -
Foreign tax rate differential                                 (4.4)        (4.3)        (1.0)
Other items                                                    1.2          4.2         (0.2)
                                                       ------------- ------------ ------------

Effective Tax Rate                                            32.0%        38.1%        34.0%



The tax effect of temporary differences has given rise to gross deferred tax
assets of $12,936,000 in 2000 and $16,980,000 in 1999, primarily due to accrued
expenses and inventory. The tax effect of temporary differences has created
gross deferred tax liabilities of $27,771,000 in 2000 and $22,779,000 in 1999,
primarily due to depreciation. The company has not recorded valuation allowances
for deferred tax assets in 2000 or 1999, because the existing net deductible
temporary differences will reverse during periods in which the company expects
to generate taxable income.

The increase in the effective tax rate for the year ended September 30, 1999 was
attributable to the inclusion of non-deductible goodwill in the restructuring
charges recognized during the year. Excluding the impact of the restructuring
charges, the effective tax rate for the year ended September 30, 1999 was 32.0%,
as compared to an effective tax rate of 34.0% for the year ended September 30,
1998.

No provision has been made for income taxes of approximately $21,925,000 at
September 30, 2000, which would be payable should all undistributed net income
of subsidiaries located outside the United States be distributed as dividends.
The company plans to continue its non-United States operations, and anticipates
the ability to use tax planning opportunities to reduce the tax liability if any
dividends are declared or paid from these operations.

STOCKHOLDERS' EQUITY
COMMON STOCK
The company has authorized 400,000,000 shares of common stock with a par value
of $.01 per share. As of September 30, 2000, 81,242,109 shares of common stock
were outstanding. Each outstanding common share has attached to it a one Share
Purchase Right that, until exercisable, cannot be transferred apart from the
company's common stock. The Rights will become exercisable only if a person or
group acquires 15% or more of the company's common stock or announces an offer
to acquire 15% or more of the company's common stock. In the event the Rights
become exercisable, each Right may entitle the holder to purchase common stock
of either the surviving or acquired company at one-half its market price.

During the third quarter of fiscal year 1997, the company implemented a stock
buy-back program. The company's Board of Directors has authorized the company to
repurchase up to 15 million common shares. The company repurchased 5,472,732
shares of common stock at a cost of $105,405,000 in 1998, 2,967,700 shares at a
cost of $50,512,000 in 1999 and 1,800,000 shares at a cost of $24,630,000 in
2000. The company has repurchased a total of 11,785,432 shares, at a total cost
of $222,175,000, under the stock buy-back program since 1997. The common shares
repurchased under this program may be used to meet employee compensation needs
or used in future acquisitions.

Common stock issued and outstanding and held in treasury is summarized in the
table below:



                                                          Year Ended September 30
                                                          -----------------------
                                                    2000           1999            1998
                                               --------------- -------------- ---------------
                                                                        
SHARES OF COMMON STOCK--ISSUED
Balance at End of Year                            102,718,210    102,718,210     102,718,210
                                               --------------- -------------- ---------------

SHARES OF COMMON STOCK--HELD IN TREASURY
Balance at beginning of year                       20,527,072     18,210,250      13,060,876
Stock repurchase                                    1,800,000      2,967,700       5,472,732
Stock purchase, option and other plans               (850,971)      (650,878)       (323,358)
                                               --------------- -------------- ---------------

Balance at End of Year                             21,476,101     20,527,072      18,210,250
                                               =============== ============== ===============


As of September 30, 2000, 7,785,994 shares of common stock were reserved for the
various stock plans described on the following pages.



STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require, companies to record
compensation expense for stock-based employee compensation plans at fair value.
The company has chosen to continue to account for stock-based compensation using
the intrinsic value method described in Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Under APB No. 25, compensation expense is measured as the
excess of market price over the price the employee must pay to acquire the stock
on the grant date. All options are granted by the company at market price and,
as a result, no compensation expense is recorded.

The company currently maintains a long-term Management Incentive Program (MIP),
which provides for the issuance of up to 9,112,500 common shares in the form of
stock options and awards and the awarding of performance units payable in cash
or stock to key officers and other employees. On February 8, 2000, the company's
shareholders ratified a new long-term MIP that provides for the issuance of up
to 4,000,000 common shares in the form of stock options and awards and the
awarding of performance units payable in cash or stock to key officers and other
employees. Options under these plans vest over a four-year period and expire ten
years after the grant date. In fiscal year 2000, there were 971,600 options
granted under these plans.

The company also maintained a Stock Option Plan for Non-Employee Directors that
provided for the issuance of up to 1,012,500 common shares. Options under this
plan vest over a five-year period and expire ten years after grant. In fiscal
year 1998, this plan was terminated due to an insufficient number of shares
available for new grants. On February 10, 1998, the company's shareholders
ratified a new Stock Option Plan for Non-Employee Directors that provides for
the issuance of up to 400,000 common shares. Options under this plan vest over a
five-year period and expire ten years after grant. In fiscal year 2000, there
were 84,000 options granted under this plan.

The company also has an Employee Stock Purchase Plan (ESPP) that was amended and
restated on November 12, 1998 and expires on February 1, 2009. All U.S. and
certain non-U.S. employees with six months of service as of the annual offering
date are eligible to participate in this plan. The plan authorizes up to
1,096,970 shares of common stock to be sold to employees at 85% of market value.
All shares issued under this plan are restricted and cannot be sold for one year
following the date of purchase. In fiscal year 2000, there were 69,210 shares
purchased by employees under the plan.

Pro forma information regarding net income and earnings per share is required by
Statement No. 123, and has been determined as if the company had accounted for
its stock option plans under the fair value method of that statement. The fair
value of these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted average assumptions for 2000,
1999 and 1998, respectively: a risk-free interest rate of 5.68%, 5.98% and
4.39%; a dividend yield of 0%; a volatility factor of .499, .490 and .477; and a
weighted average expected life of the options of six years.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. The company's pro
forma information follows:



                                                                Year Ended September 30
Dollars in thousands, except per share amounts               2000         1999         1998
- ---------------------------------------------------------------------------------------------
                                                                             
Pro forma net income                                        $74,373      $26,161      $99,891
Pro forma net income per share
   Basic                                                       0.92         0.32         1.14
   Diluted                                                  $  0.91      $  0.32      $  1.13
                                                       ============ ============ ============


The effects on pro forma disclosures of applying Statement No. 123 are not
likely to be representative of the effects of such disclosures in future
years. Because Statement No. 123 is applicable only to options granted
subsequent to September 30, 1995, the pro forma effect is not fully reflected
in fiscal years 2000, 1999 and 1998.





A summary of the company's stock option activity and related information
follows:



                                                    Year Ended September 30
                                                    -----------------------
                                                   2000         1999         1998
                                             ------------- ------------ ------------
                                                                 
Outstanding at beginning of year                3,489,140    2,911,831    2,648,033
Granted                                         1,055,600    1,014,480      659,150
Expired or canceled                              (148,600)    (229,748)    (136,098)
Exercised                                        (676,982)    (207,423)    (259,254)
                                             ------------- ------------ ------------

Outstanding at End of Year                      3,719,158    3,489,140    2,911,831
                                             ============= ============ ============

Exercisable at End of Year                      1,595,017    1,604,529    1,232,536

Weighted Average Exercise Price
Outstanding at beginning of year                   $20.99       $21.81       $20.26
Granted                                             23.76        17.13        23.69
Expired or canceled                                 22.94        24.89        27.01
Exercised                                           16.71         9.15         8.12
Outstanding at end of year                          22.48        20.99        21.81
Exercisable at end of year                         $22.57       $20.14       $17.26
                                             ============= ============ ============


The weighted average fair value of options granted during fiscal years 2000,
1999 and 1998 was $12.22, $8.63 and $12.93 per share, respectively. The weighted
average life of options outstanding as of September 30, 2000 was 7.26 years. The
range of exercise prices for options outstanding at September 30, 2000 was $2.71
to $38.17.




Range of Exercise Prices   $2.71-$9.58  $12.38-$15.56  $16.00-$18.19  $19.33-$24.50  $27.19-$38.17    Total
- -------------------------------------------------------------------------------------------------------------
                                                                                 
Outstanding Options            202,817       234,887       842,049      1,798,793        640,612    3,719,158
Exercisable Options            202,817       117,512       266,581        569,427        438,680    1,595,017
Weighted Average
Exercise Price                $   7.63      $  14.13      $  17.50     $    22.82       $  35.83   $    22.48
Average Life                      2.95          5.92          7.64           8.03           6.44         7.26





SEGMENT AND GEOGRAPHIC INFORMATION
The company manages its business as one operating segment. This segment serves
commercial markets, including coaxial cable, terrestrial microwave systems,
wireless accessories and other products and services. The company sells to a
wide range of customers in these markets; no single customer makes up 10% or
more of the company's total revenue. Principal financial data by major product
group and geographic selling location is as follows:



                                                                 Year Ended September 30
                                                                 -----------------------
Dollars in thousands                                       2000          1999           1998
                                                      ------------- ------------- --------------
                                                                              
Product Sales:
Coaxial Cable                                           $  564,394      $418,496       $486,788
Terrestrial Microwave Systems and Millimeter Wave          156,374       150,795        148,614
Wireless Accessories                                        64,698        52,665         59,601
Other Antennas and Support Products                        233,708       169,804        157,912
                                                      ------------- ------------- --------------

Total Product Sales                                     $1,019,174      $791,760       $852,915
                                                      ------------- ------------- --------------

Sales:
United States--Domestic                                 $  506,656      $382,557       $432,539
United States--Export                                       67,196        61,843         97,738
Europe, Africa and Middle East                             189,626       184,575        175,021
China                                                       64,636        20,220          4,171
Other Asia-Pacific                                          76,760        57,423         55,611
Other Americas                                             114,300        85,142         87,835
                                                      ------------- ------------- --------------

Total Sales                                             $1,019,174      $791,760       $852,915
                                                      ------------- ------------- --------------

Assets Identifiable to:
United States                                           $  475,245      $410,783       $411,545
Europe, Africa and Middle East                             138,288       129,519        144,137
China                                                       86,375        37,213         21,716
Other Asia-Pacific                                          45,969        26,632         30,284
Other Americas                                              71,320        61,943         75,221
                                                      ------------- ------------- --------------

Consolidated Assets                                     $  817,197      $666,090       $682,903
                                                      ============= ============= ==============




SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Due to variability of shipments under large contracts, customers' seasonal
installation considerations, variations in product mix and in profitability of
individual orders, the company can experience wide quarterly fluctuations in net
sales and income. Consequently, it is more meaningful to focus on annual rather
than quarterly results.




Dollars in thousands, except per share amounts       December       March        June      September      Total
- -------------------------------------------------------------------------------------------------------------------
                                                                                         
2000:
Sales                                                $233,568     $242,663     $259,214     $283,729    $1,019,174
Gross profit                                           76,044       77,975       85,146       92,838       332,003
Income before income taxes                             24,654       25,441       30,742       36,223       117,060
Net income                                             16,766       17,300       20,905       24,630        79,601
Basic and diluted net income per share                   0.21         0.21         0.26         0.30          0.98

Common Stock Closing Price:
High                                                    18.94        29.81        41.00        33.88
Low                                                     11.25        18.00        21.31        24.56
                                                 ------------- ------------ ------------ ------------ -------------

1999:
Sales                                                $218,573     $172,006     $186,079     $215,102    $  791,760
Gross profit                                           79,532       45,166*      59,131       67,856       251,685*
Income before income taxes                             35,122      (25,725)*     20,043       19,738        49,178*
Net income                                             23,181      (20,849)*     14,735       13,360        30,427*
Basic and diluted net income per share                   0.28        (0.25)*       0.18         0.16          0.37*

Common Stock Closing Price:
High                                                    18.50        20.56        19.06        22.06
Low                                                     11.31        11.13        11.56        16.31
- -------------------------------------------------------------------------------------------------------------------


*Includes restructuring charges of $6,888 in gross profit, $36,706 pre-tax,
$28,120 after-tax, $0.34 per share.



REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Andrew Corporation

We have audited the accompanying consolidated balance sheets of Andrew
Corporation and subsidiaries as of September 30, 2000 and 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended September 30, 2000. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Andrew Corporation
and subsidiaries at September 30, 2000 and 1999, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended September 30, 2000, in conformity with accounting principles, generally
accepted in the United States.

/s/ Ernst & Young LLP

Chicago, Illinois
October 20, 2000





ELEVEN YEAR FINANCIAL SUMMARY




Dollars in thousands, except per share amounts                  2000       1999       1998       1997       1996       1995
                                                                                                 
Operations(1),(2)
Sales                                                     $1,019,174   $791,760  $ 852,915   $869,475   $766,007   $624,743
Gross profit                                                 332,003    251,685    330,919    355,666    320,486    264,013
Operating income                                             128,110     47,911    159,796    163,793    151,304    116,803
Other (income) expense                                        11,050     (1,267)     2,452     (1,989)     4,738      4,362
Income from continuing operations before taxes               117,060     49,178    157,344    165,782    146,566    112,441
Income from continuing operations                             79,601     30,427    103,847    107,758     93,802     71,854
Discontinued Operations:
    Loss (income) from operations of network business,
       net of taxes                                                -          -          -      3,330      3,405      1,899
    Loss on disposal of network business, net of taxes             -          -          -     16,086          -          -
Net income                                                    79,601     30,427    103,847     88,342     90,397     69,955
Basic income from continuing operations per share               0.98       0.37       1.18       1.18       1.04       0.81
Diluted income from continuing operations per share             0.98       0.37       1.18       1.18       1.03       0.80
Basic net income per share                                      0.98       0.37       1.18       0.97       1.00       0.78
Diluted net income per share                                    0.98       0.37       1.18       0.97       0.99       0.78
                                                        ------------- ---------- ---------- ---------- ---------- ----------

Financial Position
Working capital                                              350,658    303,853    320,117    332,721    284,602    227,164
Total assets                                                 817,197    666,090    682,903    691,154    631,229    505,114
Long-term debt                                                65,843     48,760     38,031     35,693     40,423     45,255
Stockholders' equity                                         542,945    484,010    508,778    509,123    456,214    357,191
                                                        ------------- ---------- ---------- ---------- ---------- ----------

Cash Flow
From operations                                               49,974     72,835    149,852    151,680     66,796     55,816
Used in investing activities                                 (95,364)   (70,074)   (64,117)   (61,427)   (78,683)   (55,367)
From (used for) financing activities                          55,386    (44,655)  (100,361)   (25,499)    (1,972)     4,570
Cash and equivalents                                      $   44,865   $ 38,287  $  78,395   $ 93,823   $ 31,295   $ 46,064
                                                        ------------- ---------- ---------- ---------- ---------- ----------

Ratios and Other Data
Current ratio
Return on Sales:                                                 3.0        3.8        3.7        3.6        3.4        3.4
    Income from continuing operations                            7.8%       3.8%      12.2%      12.4%      12.2%      11.5%
    Net income                                                   7.8%       3.8%      12.2%      10.2%      11.8%      11.2%
Return on average assets                                        10.7%       4.5%      15.1%      13.4%      15.9%      15.0%
Return on average stockholders' equity                          15.5%       6.1%      20.4%      18.3%      22.2%      22.1%
                                                        ------------- ---------- ---------- ---------- ---------- ----------

Stockholders' equity per share outstanding                     $6.68      $5.89      $6.02      $5.68      $5.03      $3.97
Foreign exchange gain (loss)                                   1,684     (2,372)    (2,988)     3,433        972     (1,612)
Research and development                                      40,262     29,622     25,810     41,076     29,624     21,041
Additions to property, plant and equipment                    83,542     51,418     58,529     49,144     52,475     48,076
Net assets located outside U.S. at year end                  209,882    258,117    272,661    228,488    220,600    160,700
Orders entered                                             1,040,031    824,252    874,717    864,918    790,621    684,504
Order backlog at year end (under 12 months)                  184,536    170,706    141,847    132,610    152,205    125,446
Order backlog at year end (over 12 months)                    $1,391     $3,276    $12,317     $5,950    $14,756    $18,529
                                                        ------------- ---------- ---------- ---------- ---------- ----------

Number of full-time equivalent employees at year end:
    Outside United States                                      1,822      1,261      1,219      1,185      1,162        763
    Total employees                                            5,799      4,572      4,221      4,227      4,622      3,677
Average basic shares of stock outstanding (thousands)         80,944     82,675     87,941     90,947     90,263     89,177
Average diluted shares of stock outstanding                   81,418     82,813     88,306     91,539     91,033     89,964
(thousands)
Registered stockholders at year end                            3,688      4,365      4,727      4,599      3,242      2,340
                                                        ------------- ---------- ---------- ---------- ---------- ----------


(1) The results of operations for fiscal years 1990 through 1996 have been
updated for the disposal of the network products segment in 1997.

(2) The results of operations for fiscal years 1991 through 1995 have been
updated for the pooling of interests with The Antenna Company in 1996. All
other acquisitions have been included in operations since the date of
acquisition.



ELEVEN YEAR FINANCIAL SUMMARY (Cont)




Dollars in thousands, except per share amounts                      1994       1993       1992       1991       1990
- --------------------------------------------------------------------------------------------------------------------
                                                                                             
Operations(1),(2)
Sales                                                           $536,025   $394,276   $397,721   $371,590   $325,455
Gross profit                                                     217,796    156,130    144,281    135,550    118,199
Operating income                                                  84,497     51,149     45,591     42,994     35,175
Other (income) expense                                             7,226      3,145      3,904      4,999      4,470
Income from continuing operations before taxes                    77,271     48,004     41,687     37,995     30,705
Income from continuing operations                                 49,360     30,587     26,080     23,390     18,832
Discontinued Operations:
    Loss (income) from operations of network business,
       net of taxes                                                3,593      1,184        (71)     1,456        671
    Loss on disposal of network business, net of taxes                 -          -          -          -          -
Net income                                                        45,767     29,403     26,151     21,934     18,161
Basic income from continuing operations per share                   0.56       0.35       0.27       0.24       0.19
Diluted income from continuing operations per share                 0.55       0.35       0.26       0.23       0.19
Basic net income per share                                          0.52       0.34       0.27       0.22       0.18
Diluted net income per share                                        0.51       0.33       0.27       0.22       0.18
                                                             ------------ ---------- ---------- ---------- ----------

Financial Position
Working capital                                                  171,705    142,675    126,764    151,280    136,068
Total assets                                                     425,326    343,876    318,062    345,261    319,542
Long-term debt                                                    46,092     52,467     54,223     59,928     63,447
Stockholders' equity                                             276,553    221,872    192,956    217,036    198,524
                                                             ------------ ---------- ---------- ---------- ----------

Cash Flow
From operations                                                   52,343     54,911     51,725     32,285     34,602
Used in investing activities                                     (38,692)   (33,295)   (12,113)   (22,903)   (47,900)
From (used for) financing activities                               4,259     (5,938)   (50,764)    (5,508)    18,622
Cash and equivalents                                            $ 40,714   $ 22,001   $  7,763   $ 17,168   $ 13,823
                                                             ------------ ---------- ---------- ---------- ----------

Ratios and Other Data
Current ratio                                                        2.8        3.2        2.9        3.5        3.6
Return on Sales:
    Income from continuing operations                                9.2%       7.8%       6.6%       6.3%       5.8%
    Net income                                                       8.5%       7.5%       6.6%       5.9%       5.6%
Return on average assets                                            11.9%       8.9%       7.9%       6.6%       6.2%
Return on average stockholders' equity                              18.4%      14.2%      12.8%      10.6%       9.5%
                                                             ------------ ---------- ---------- ---------- ----------

Stockholders' equity per share outstanding                      $   3.12   $   2.54   $   2.27   $   2.19   $   2.04
Foreign exchange gain (loss)                                      (1,922)     1,380         41        583       (560)
Research and development                                          20,377     17,118     14,248     14,786     16,621
Additions to property, plant and equipment                        28,471     18,479     18,188     25,124     25,151
Net assets located outside U.S. at year end                      130,900     90,300     65,100     70,400     59,800
Orders entered                                                   532,881    401,284    373,700    374,900    323,000
Order backlog at year end (under 12 months)                       83,884     85,170     82,500    106,700    109,200
Order backlog at year end (over 12 months)                      $    595   $  1,573   $  5,500   $  8,300   $  9,300
                                                             ------------ ---------- ---------- ---------- ----------

Number of full-time equivalent employees at year end:
    Outside United States                                            661        584        596        717        738
    Total employees                                                3,405      3,110      3,144      3,450      3,200
Average basic shares of stock outstanding (thousands)             87,845     86,193     96,981     98,408    100,916
Average diluted shares of stock outstanding (thousands)           89,204     87,831     98,521     99,971    101,647
Registered stockholders at year end                                1,482      1,133      1,057      1,137      1,300
                                                             ------------ ---------- ---------- ---------- ----------


(1) The results of operations for fiscal years 1990 through 1996 have been
updated for the disposal of the network products segment in 1997.

(2) The results of operations for fiscal years 1991 through 1995 have been
updated for the pooling of interests with The Antenna Company in 1996. All
other acquisitions have been included in operations since the date of
acquisition.




                                   APPENDIX A

PAGE WHERE
GRAPHIC IMAGE
APPEARS               DESCRIPTION OF GRAPHIC AND IMAGE MATERIAL

Page 18 of annual report          Bar Graph of Net Sales (Dollars in Millions)
                                  Data Points: 1996-$766, 1997-$869, 1998-$853,
                                  1999-$792, 2000-$1,019

                                  Gross Profit (Dollars in Millions)
                                  Data Points: 1996-$320, 1997-$356, 1998-$331,
                                  1999-$252, 2000-$332

                                  Operating Expenses (Dollars in Millions)
                                  Data Points: 1996-$169, 1997-$192, 1998-$171,
                                  1999-$204, 2000-$204

EX-21

EXHIBIT 21


                       ANDREW CORPORATION AND SUBSIDIARIES
                        List of Significant Subsidiaries


Significant subsidiaries of the registrant, all of which are wholly owned unless
otherwise indicated, are as follows:




                                                                                                     Jurisdiction
Name of Subsidiary                                                                               of Incorporation
                                                                                              
Andrew A.B.................................................................................................Sweden
Andrew AG.............................................................................................Switzerland
Andrew AO..................................................................................................Russia
Andrew Canada, Inc.........................................................................................Canada
Andrew Communications Oy..................................................................................Finland
Andrew Corporation (Mexico), S.A. de C.V...................................................................Mexico
Andrew Espana, S.A..........................................................................................Spain
Andrew GmbH...............................................................................................Germany
Andrew Industria e Comercio, Ltda. (owned 70%) ............................................................Brazil
Andrew Kommunikationssysteme AG.......................................................................Switzerland
Andrew Satcom Africa (Pty.) Ltd......................................................................South Africa
Andrew S.A.R.L.............................................................................................France
Andrew S.R.L................................................................................................Italy
Andrew Telecommunications India Pvt. Ltd....................................................................India
Andrew Telecommunications (China) Co. Ltd...................................................................China
Andrew International Corporation   .............................................................State of Illinois
Andrew Financial Services Corporation...........................................................State of Delaware
Andrew Systems Inc..............................................................................State of Delaware
Andrew Telecom, Inc.............................................................................State of Delaware
Andrew Passive Power Products Inc...............................................................State of Delaware
Andrew International Holding Corporation........................................................State of Delaware
Andrew International Corporation................................................................State of Delaware
Antel Holdings Inc..............................................................................State of Delaware

EX-23

EXHIBIT 23



                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in Registration Statement No.
33-58750 on Form S-8 dated February 24, 1993; Registration Statement No.
33-58752 on Form S-8 dated February 24, 1993; Registration Statement No.
33-52487 on Form S-8 dated March 2, 1994 and Post-Effective Amendment No. 1
to Registration Statement No. 33-52487 on Form S-8 dated March 3, 1994;
Registration Statement No. 333-12743 on Form S-4 dated September 26, 1996;
Registration Statement No. 333-52575 on Form S-8 dated May 13, 1998;
Registration Statement No. 333-57273 on Form S-8 dated June 19, 1998;
Registration Statement No. 333-52238 on Form S-8 dated December 20, 2000 of
our report dated October 20, 2000, with respect to the consolidated financial
statements incorporated by reference in the Annual Report (Form 10-K) of
Andrew Corporation for the year ended September 30, 2000.

/s/ Ernst & Young LLP

Chicago, Illinois
December 21, 2000

EX-27

 


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