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, 2001.

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	36-2092797
(State or other jurisdiction of incorporation or organization)	(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 17, 2001 was $1,811,448,807. The number of outstanding shares of the Registrant's common stock as of that date was 81,670,370.

Documents incorporated by Reference:
    Portions of the Registrant's Annual Report to Stockholders for the year ended September 30, 2001 are incorporated by reference into Parts I and II.

    Portions of the Proxy Statement for the annual stockholders' meeting to be held February 19, 2002 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 or the company 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 sold principally to four key markets: wireless infrastructure, fixed-line telecommunications, broadcast and government, and wireless accessories. The wireless infrastructure market is based on infrastructure for wireless communication providers, such as cellular and Personal Communications Service (PCS) 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 broadcast and government market is based on infrastructure systems for radio and television broadcasting, including digital TV, multichannel video and satellite delivered broadcast services, air traffic control, weather surveillance radar, and high frequency applications for government and commercial applications. The wireless accessories market is based on products such as mobile antennas for cellular, PCS, Specialized Mobile Radio (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 and suppliers.

    Andrew's principal products include coaxial cables, connectors, cable assemblies and accessories, microwave antennas for point-to-point communication systems, television broadcasting antennas, special purpose antennas for commercial and government use, antennas and earth stations for satellite communication systems, cellular antenna products, power amplifiers, cellular telephone accessories, Global Positioning System (GPS) antennas and products, equipment shelters, radar system components and related ancillary items and services. These products are frequently sold as integrated subsystems and 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 2001, 50% in 2000 and 51% in 1999.

    Over the last five years, Andrew has significantly increased its international manufacturing and distribution capabilities, expanding dramatically in Asia and in Latin America. In 1998, the company built a new manufacturing facility in China, which has helped increase sales in the Asia-Pacific market by more than four fold. Sales in China alone represented 13% of fiscal year 2001 sales. The company has increased its manufacturing and distribution presence in the Latin American market, through the acquisition of a Brazilian company and the opening of a distribution center in Mexico. In three acquisitions in fiscal years 1995, 1998 and 2001, the company purchased Mapra and Gerbo, a Brazilian company that manufactures, distributes and installs antennas and waveguides. In 1995, the company formed a cable manufacturing company with Mapra and Gerbo in which the company acquired 100% ownership in January of 2001. The company also has established a presence in Africa by acquiring 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 addition, the company has expanded its presence in other emerging markets, such as India, establishing a manufacturing presence there in 1998.

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    Andrew has focused on growth by entering new markets and developing new products through internal research and development efforts and acquisitions. Over the last several years, the company has made several acquisitions that have helped it develop new products and expand existing product offerings. In fiscal year 1999, the company acquired Passive Power Products, Inc., a Maine based supplier of RF products to the broadcast market, and Chesapeake Microwave Technologies Inc. (CMTI), a company that designs and develops RF and microwave amplifiers and assemblies. In fiscal year 2000, the company purchased a controlling interest in Comtier Corporation, a company that manufactures and designs high-speed broadband modems for use with satellite systems. Also in 2000, the company acquired Conifer Corporation, which designs and manufactures Multichannel Multipoint Distribution Service (MMDS) subscriber products, Wireless LAN equipment, and Direct Broadcast Satellite (DBS) accessories. During fiscal year 2001, the company acquired selected assets of Deltec Telesystems International LTD, of Wellington, New Zealand. Deltec is the leading supplier of remotely adjustable electrical downtilt base station antennas. Also in 2001, the company acquired Micro Pulse, a Camarillo, California based global manufacturer of wireless and GPS antennas.

    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. In fiscal years 2000 and 1999, 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 2001, 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 fiscal years:

	Dollars in thousands Year Ended September 30
	2001				2000				1999
Coaxial Cable, Connectors, Assemblies and Accessories	$	577,800	55	%	$	570,552	55	%	$	423,735	53	%
Other Antennas and Support Products		231,889	22			240,113	23			174,684	22
Terrestrial Microwave Antenna Systems		160,061	15			158,168	15			152,468	19
Wireless Accessories		79,745	8			65,672	7			53,415	6
	$	1,049,495	100	%	$	1,034,505	100	%	$	804,302	100	%

PRINCIPAL PRODUCTS

Coaxial Cable, Connectors, Assemblies and Accessories

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

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    In addition to bulk cable, the company provides 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.

    In 2001, the company's Brazilian operation started manufacturing coaxial cable for the Brazilian cable television market.

Other Antennas and Support Products:

    This group includes special application antennas, support products and various electronic equipment.

    The company manufactures and sells several types and configurations of special application antennas. Applications include cellular systems, navigation, television broadcasting, multi-channel, multipoint distribution services (MMDS), and local multipoint distribution 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 1 to 32 feet in diameter, and also may include electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and receivers. Andrew earth station antenna systems are used to broadcast and transmit, both to cable TV operators and to VHF or UHF broadcast stations, as well as for the long distance transmission of conventional telecommunications traffic and to support broadband data infrastructure.

    The company manufactures base station antennas for the wireless infrastructure market, for cellular, PCS and 3G applications. The company markets its base station antennas under the trademark PerforMax and Teletilt.

    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 single carrier and multi-carrier power amplifiers for cellular and PCS wireless base stations. The technology and manufacturing capability for power amplifiers was the result of internal research and development and the company's acquisition of CMTI in 1999.

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

Terrestrial Microwave Antenna Systems:

    "Terrestrial Microwave Antenna Systems," 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.

    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 also are used in UHF-TV broadcasting at frequencies in hundreds of megahertz. Andrew

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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 also are 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 speakerphones, battery chargers, hands free kits and various other wireless accessories. Andrew also supplies wireless antennas and GPS products to automotive manufacturers and their suppliers. Telematics products are used in vehicle communications and wireless services, such as General Motors' OnStar and Ford's RESCU programs.

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.

    During fiscal 2001, sales of products exported from the United States or manufactured abroad were $529,691,000 or 50% of total sales compared with $518,065,000 or 50% of total sales in fiscal 2000 and $412,468,000 or 51% of total sales in fiscal 1999. Exports from the United States amounted to $40,499,000 in fiscal 2001, $68,494,000 in fiscal 2000 and $63,343,000 in fiscal 1999. The decline in 2001 export sales was due to the expansion of foreign manufacturing capabilities, primarily in China. Products that were previously manufactured in the US and exported are now manufactured closer to the customer.

    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 the Consolidated Financial Statements included on page 34 of the 2001 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 as well as its political risk insurance mitigate some of 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 Baltimore, Buffalo, Columbus, Detroit, Miami, New York City, Pittsburgh, Richmond, San Antonio, San Francisco, Scottsdale, Seattle, Bangkok (Thailand), Beijing, Chengdu, Guangzhou and Shanghai (China), Helsinki and Oulu (Finland), Essen and Munich (Germany), Guadalajara and Mexico City (Mexico), Hong Kong, Jakarta (Indonesia), Johannesburg (South Africa), Kuala Lumpur (Malaysia), London (England), Madrid (Spain), Manila (Philippines), Milan (Italy), Moscow (Russia), New Delhi (India), Paris (France), Riyadh (Saudi Arabia), Singapore, Stockholm (Sweden), Tokyo (Japan), Wellington (New Zealand) and Zurich (Switzerland). Unlike most of its competitors, Andrew uses its own sales and sales engineering staffs to service its principal

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markets, but follows the traditional practice of using commissioned sales agents in countries with emerging sales markets.

    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 GPS products are also sold to automotive manufacturers and their suppliers.

MAJOR CUSTOMERS

    Andrew serves approximately 6,000 customers in 170 countries. In fiscal 2001, aggregate sales to the ten largest customers accounted for 39% of total consolidated sales compared to 37% in 2000 and 31% in 1999. 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, Brazil 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 2001, 2000 and 1999, Andrew spent $47,796,000, $40,262,000 and $29,622,000, respectively, on research and development activities.

    Andrew holds approximately 340 active patents relating to its products, which expire at various times between 2002 and 2020. Andrew attempts to obtain patent protection for significant

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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.

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 traditionally has 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 Andrew 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
	2001		2000
	Dollars in thousands
Within 12 months	$	226,136	$	184,536
After 12 months		1,798		1,391
	$	227,934	$	185,927

    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

    Andrew 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, 2001, Andrew had 5,155 employees, 3,211 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.

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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 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 generally has 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 $9,801,000 in 2001, $7,562,000 in 2000 and $9,676,000 in 1999. These contracts are typically less than 12 months in duration.

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Item 2—Properties

    Andrew has seventeen manufacturing facilities, thirty-eight engineering and sales administration locations and sixteen 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			241,000	Owned
Newnan, Georgia			200,000	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			164,000	Leased
	U.S. sub-total		1,685,000
Sorocaba, Sao Paulo, Brazil			158,000	Owned
Lochgelly, Fife, United Kingdom			174,000	Owned/Leased
Campbellfield, Victoria, Australia			114,000	Owned
Suzhou, China			208,000	Owned
Whitby, Ontario, Canada			92,000	Owned/Leased
	Non-U.S. sub-total		746,000
		TOTAL	2,431,000

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

    Andrew owns 605 acres of land. Of this total, 330 acres are unimproved, including 110 acres in Orland Park, Illinois, 112 acres in Denton, Texas, 98 acres in Ashburn, Ontario, Canada and 10 acres in Suzhou, China. Andrew also leases sales offices and facilities in the United States and in twenty-six 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, 2001.

Additional Item—Executive Officers of the Registrant

Floyd L. English, 67, chairman, president and chief executive officer. Dr. English was reappointed president and chief executive officer of Andrew Corporation on July 18, 2001. He was elected chairman of Andrew in 1994, having served as president and chief executive officer from 1983 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 and president in 1982. 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.

Thomas E. Charlton, 65, vice president, strategic planning. He joined Andrew Corporation 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.

Paul R. Cox, 42, group president, communication products. He joined Andrew Corporation in September 2000 as vice president, satellite products/systems and government antennas. Prior to joining Andrew, he was vice president and general manager of the Space & Technology Group/Atlanta at EMS Technologies, Inc. He holds a BSEE from Auburn University in Alabama and an M.S. in the same discipline from Southern Methodist University.

John E. DeSana, 52, group president, RF subsystems. He joined Andrew Corporation 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, 52, vice president, corporate 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, 40, group president, wireless and in-building products joined Andrew Corporation 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, 53, vice president, finance and administration and chief accounting 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, 41, vice president, global sales. He joined Andrew Corporation 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, 55, vice chairman and chief financial officer. Mr. Nicholas was reappointed chief financial officer of Andrew Corporation on July 18, 2001. 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 has been vice chairman of Andrew Corporation since September 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.

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John B. Scott, 60, group president, broadband wireless products and systems. 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.

PART II

Item 5—Market for the Registrant's Common Stock and Related Stockholder Matters

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

    Andrew had 3,782 holders of common stock of record at December 17, 2001.

    Information concerning the company's stock price during the years ended September 30, 2001 and 2000 is incorporated herein by reference from Andrew's 2001 Annual Report to Stockholders, page 35. 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, 2001, $444,415,000 of retained earnings 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 2001 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 2001 Annual Report to Stockholders, pages 17 through 21.

Item 7a—Quantitative and Qualitative Disclosures about Market Risks

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

    Interest Rate Risk—Andrew had $109.6 million in debt outstanding at September 30, 2001 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 $89.8 million or 82% 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 its financial position, results of operations or cash flows. Andrew 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 2001, sales of products exported from the United States or manufactured abroad were 50% of total sales.

    Andrew'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

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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—Andrew uses various metals in the production of its products, principally copper, which is used 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 2002. In general, the company has contracts that lock copper pricing through September of 2002. 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 contracts that lock aluminum pricing for half of the anticipated fiscal year 2002 purchases and has entered into annual aluminum purchase agreements for the other half. 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 2001 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 Andrew's directors is incorporated herein by reference from the company's 2001 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 2001 Proxy Statement under the caption "Section 16(a) Beneficial Ownership Reporting Compliance."

    Information concerning Andrew's executive officers 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 2001 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 2001 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 2001 Annual Report to Stockholders are incorporated by reference in Item 8 above:

Consolidated Statements of Income years ended September 30, 2001, 2000 and 1999	page 22
Consolidated Balance Sheets September 30, 2001 and 2000	page 23
Consolidated Statements of Cash Flows years ended September 30, 2001, 2000 and 1999	page 24
Consolidated Statements of Stockholders' Equity years ended September 30, 2001, 2000 and 1999	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

14

(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. (SEC File No. 000-09514)
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. (SEC File No. 000-09514)
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. (SEC File No. 000-09514)
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.
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	Filed as Exhibit 10.9 to Form 10-K for fiscal year ended September 30, 2000 and incorporated herein by reference.

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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 April 11, 1996	Filed as Exhibit 10(d)d to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)
10.13	Replacement Note dated as of April 8, 1996	Filed as Exhibit 10(d)e to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (SEC File No. 000-09514)
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	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	Filed as Exhibit 10.18 to Form 10-K for fiscal year ended September 30, 2000 and incorporated herein by reference.
10.19*	Severance Agreement with Guy M. Campbell
13	2001 Annual Report to Stockholders	Pages 17 through 36 and 38 and 39 of the 2001 Annual Report to Shareholders, which are expressly incorporated herein by reference.
21	List of Significant Subsidiaries
23	Consent of Independent Auditors

*

Indicates compensatory plan

(b)

Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended September 30, 2001

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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, 2001. 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, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2001 in conformity with generally accepted accounting principles, generally accepted in the United States.

/s/ Ernst & Young LLP
Chicago, Illinois
October 19, 2001

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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, 2001.

	ANDREW CORPORATION
By	/s/ FLOYD L. ENGLISH Floyd L. English Chairman, President, Chief Executive Officer and Director

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 20, 2001 by the following persons on behalf of the Registrant in the capacities indicated.

By	/s/ FLOYD L. ENGLISH Floyd L. English Chairman, President, Chief Executive Officer (Principal Executive Officer)	/s/ CHARLES R. NICHOLAS Charles R. Nicholas Vice Chairman and Chief Financial Officer (Principal Financial Officer)
	/s/ GREGORY F. MARUSZAK Gregory F. Maruszak Vice President Finance and Administration (Principal Accounting Officer)	/s/ JOHN G. BOLLINGER John G. Bollinger Director
	/s/ THOMAS A. DONAHOE Thomas A. Donahoe 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
	/s/ DENNIS L. WHIPPLE Dennis L. Whipple Director

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EXHIBIT INDEX

Item Number	Description
10.19	Severance Agreement with Guy M. Campbell
13	2001 Annual Report to Stockholders, page 17 through 36, and pages 38 and 39
21	List of Significant Subsidiaries
23	Consent of Independent Public Auditors

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PART I

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-10.19

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EXHIBIT 10.19

RELEASE, WAIVER AND SETTLEMENT AGREEMENT

    This is an Agreement between you, GUY M. CAMPBELL, and ANDREW CORPORATION (referred to as "Andrew" in this Agreement).

    THIS IS A LEGALLY BINDING DOCUMENT, AND YOU SHOULD READ IT CAREFULLY AND SEEK THE ADVICE OF AN ATTORNEY BEFORE YOU SIGN IT.

1.  Valuable Consideration

    In exchange for entering into this Agreement, Andrew agrees to provide you with the following, (referred to as "Consideration" in this Agreement):

A.

Andrew agrees to provide you with severance pay in the form of salary continuation for the 16-month period following the date of your resignation. Severance payments will be less taxes and FICA and will be sent to your home address (or any other address you designate) on dates corresponding with Andrew's regular practices.



B.

Andrew will pay for your "COBRA" coverage during the 16-month salary continuation period, or until you obtain employment, whichever occurs first.



C.

Andrew will provide you with executive level out placement services during the 16-month salary continuation period, or until you obtain employment, whichever occurs first, using an out placement firm designated by Andrew.



D.

Andrew will give you title to the company-provided automobile currently in your possession.



E.

Andrew will permit vesting, as of the date of your resignation, of your options that would have vested had you continued your employment through December 31, 2001. Exercise of these options is subject to the MIP in all other respects and your right to exercise in accordance with the MIP is not released by you under Section 3.

    You agree that the Consideration is over and above anything you are owed by law, contract or under the policies or practices of Andrew, and it is being given to you expressly in exchange for entering into this Agreement.

2.  Resignation

    You agree to voluntarily resign from your position as President and Chief Executive Officer, and as an officer and director, of Andrew effective July 18, 2001. As evidence of your resignation you agree to submit a written letter of resignation in the form of the attached Attachment A.

3.  Release and Waiver

    By signing this Agreement, you release and waive all claims and causes of action, known and unknown, in contract, law and equity, of any kind whatsoever, that you now have or may have against Andrew, its officers, directors, employees, affiliated entities. subsidiaries, divisions, joint ventures, shareholders, agents, attorneys, insurers, benefit plans and plan administrators, fiduciaries, and each of their respective successors and assigns. This release and waiver includes:

any claims for assault, battery, wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other tort or common law claims;

any claims for the breach of any written, implied or oral contract between you and Andrew, including, but not limited to, any contract of employment;

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any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race, religion, sex (including sexual harassment), sexual orientation, and physical or mental disability or medical condition;

any claims of payment of any nature, including, but not limited to, wages, overtime pay, vacation pay, severance pay, attorneys' fees, commissions and bonuses, but not including any claims for the Consideration or any claims for workers' compensation benefits to which you may be entitled;

any claims for benefits or the monetary equivalent of benefits; and

any entitlement to reinstatement to your previous position with or rehire or reemployment by Andrew.

    Your release and waiver includes all claims that you have or may have under all federal, state and local statutes, ordinances, rules, regulations and orders, including, but not limited to, any claim or cause of action based on the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,¹ the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employment Retirement Income Security Act of 1974, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Order 11246, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, and the Cook County Human Rights Ordinance, as each of them has been or may be amended. You also waive your right to any attorneys' fees, compensation or other recovery whatsoever as the result of any legal action brought by or on your behalf by any other party against Andrew and/or any of the related entitles or individuals listed above. You agree that you have not and will not file any lawsuit against Andrew or any of the related entities or individuals listed above based on any right you have released and waived under this Agreement.

4.  Knowing and Voluntary Release

    You agree that you are signing this Agreement voluntarily and of your own free will, and not because of any threats or duress. You have seven calendar days from the date you receive a copy of this Agreement during which to consider whether to sign this Agreement. You acknowledge your receipt of a copy of this Agreement on July 18, 2001. You are advised that the offer contained in this Agreement will remain open until 5:00 p.m. on July 25, 2001. If you do not deliver a signed copy of it to the office of the Chairman at Andrew's headquarters on or before that date, this offer will be automatically withdrawn.

5.  Return of Property

    You agree to return immediately all property of Andrew in your possession.

6.  Non-Disparagement

    You acknowledge and agree that you have not made and will not make, either yourself or through an agent, any oral or written statements or omissions which are or could reasonably be interpreted to be of a negative or critical nature concerning Andrew, its officers, directors, employees, affiliated entities, subsidiaries, divisions, joint ventures, shareholders, agents, attorneys, insurers, benefit plans and plan administrators, fiduciaries, and their respective successors and assigns, including statements regarding its business practices, events in the workplace and your resignation, to anyone inside or outside Andrew other than in private and privileged conversations with your legal advisor, or as required by law. Andrew agrees not to make,

⁽¹⁾

This release and waiver does not apply to any claims under the Age Discrimination in Employment Act which may arise based on events which take place after you sign this Agreement.

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and to use its best efforts to cause its officers, directors, employees and agents not to make, any oral or written statements or omissions which are or could reasonably be interpreted to be of a negative or critical nature concerning you and your resignation, to anyone inside or outside Andrew other than in private and privileged conversations with your legal advisor, or as required by law.

7.  Non-Solicitation

    You agree that during the 16-month period commencing on the date of this Agreement, you will not, directly or indirectly, for yourself or others, individually or jointly as a partner, employee, consultant, agent or otherwise, induce, entice, solicit, hire, attempt to hire or employ, or endeavor to entice away from Andrew any person currently employed by Andrew in order to accept employment or association with yourself or any other person, firm, corporation or entity whatsoever; approach any such person for any such purpose; or authorize or knowingly cooperate with the taking of any such action by any other person, firm, corporation or entity.

8.  Non-Competition

    You affirm your obligations to Andrew (including its subsidiaries, divisions and affiliates) under the Employee's Confidentiality, Invention Assignment, and Non-Compete Agreement executed by you and dated February 26, 1999 and under the Saratoga Confidentiality and Non-Disclosure Agreement executed by you and dated June 23, 1999.

9.  Defense or Prosecution of Claims

    You agree that following your resignation, you will cooperate at the request of Andrew in the defense or prosecution of any lawsuits or claims in which Andrew or its affiliates, divisions, subsidiaries, joint ventures, officers, directors or employees may be or become involved and that relate to matters occurring while you were employed by Andrew. Andrew agrees to pay or reimburse you for any expense reasonably incurred by you in connection with such cooperation.

10. Enforcement

    You acknowledge that a violation or threatened violation of any covenant under or agreement referred to in Section 6, 7, 8 or 9 above may result in irreparable and continuing harm to Andrew. If you violate or threaten to violate any of such covenants, therefore, Andrew will be entitled to seek from any court of competent jurisdiction (in addition to other remedies) injunctive relief to restrain any further violations or threatened violations by you and by any persons acting for you or on your behalf. In the event Andrew is required to seek enforcement of any of the provisions of this Agreement, it will be entitled to recover from you reasonable attorneys fees, plus costs and expenses, in addition to damages and other remedies. Further, if you violate any such provisions, Andrew shall have the right to cease any payments to you pursuant to Section 1 of this Agreement. If Andrew violates or threatens to violate any of its covenants contained herein, you will be entitled to seek from any court of competent jurisdiction (in addition to other remedies) injunctive relief to restrain any further violations or threatened violations by you and by any persons acting for you or on your behalf. In the event you are required to seek enforcement of any of the provisions of this Agreement, you will be entitled to recover from Andrew reasonable attorneys fees, plus costs and expenses, in addition to damages and other remedies.

11. Entire Agreement and Severability

    This Agreement contains the entire agreement between you and Andrew, and it takes priority over any other written or oral understanding or contract that may have existed in the past; provided that the agreements referred to in Section 8 above will remain in full force and effect in accordance with their

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terms. You agree and acknowledge that no other promises or agreements have been offered for this Agreement (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by you and Andrew.

    If any portion, provision or section of this Agreement is held to be invalid or legally uneforceable, the remaining portions of this Agreement will not be affected and will be given full force and effect.

12. Non-Admission

    You and Andrew agree that this Agreement is not an admission by either party of any wrongdoing or liability whatsoever, but results from a mutual desire to resolve all actual and potential disputes based on anything that has occurred prior to your signing of this Agreement.

13. Applicable Law

    All provisions of this Agreement will be interpreted and governed by Illinois law without regard to the laws of any other location. Any lawsuit, claim or other legal proceeding involving you and Andrew must be brought exclusively in the federal or state courts serving Cook County, Illinois, and you and Andrew hereby submit to personal jurisdiction in the State if Illinois and to venue in such courts.

14. Resolution

    This Agreement resolves any and all actual and potential disagreements between you and Andrew, including all matters relating to your employment and resignation from employment with Andrew. If you agree to its terms, you should sign this Agreement and deliver it to the Office of the Chairman at Andrew's corporate headquarters on or before 5:00 p.m. on Wednesday, July 25, 2001.

    HAVING READ AND UNDERSTOOD THIS AGREEMENT, CONSULTED AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT OR VOLUNTARILY ELECTED NOT TO DO SO, AND HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT, THE PARTIES HAVE SIGNED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST WRITTEN BELOW.

Signed:	/s/ GUY M. CAMPBELL Guy M. Campbell
By:	/s/ FLOYD L. ENGLISH Floyd L. English ANDREW CORPORATION Its: Chairman

Date: July 24, 2001

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Attachment A

To Whom It May Concern:

    I hereby submit my voluntary resignation from all employment and positions held with Andrew Corporation, including as a director, effective July 18, 2001.

/s/ GUY M. CAMPBELL Guy M. Campbell

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EXHIBIT 10.19
Attachment A

EX-13

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EXHIBIT 13

Results of Operations

    In fiscal year 2001, the company made good progress on many fronts, against a backdrop of reduced telecommunications equipment spending and worldwide economic uncertainty. Due to the strength of the first quarter, the company set records for sales and orders. The company achieved gains in market share and increased its addressed markets through both acquisitions and internally developed products. The company's global presence and manufacturing capabilities softened the impact of economic uncertainty experienced in many regions. The company continued to see strong growth in the Asian market. Sales in China continued to grow substantially, more than doubling for the fourth consecutive year. The company continued to improve its already strong balance sheet and generated a record $160.2 million of cash flow from operations. While progress was made in many areas, the company's markets did not grow as anticipated. Pricing pressure and additional investments in research and development combined with the slower growth caused net income to decline 22.6% to $61.6 million. The company is confident about the long-term positive outlook for its major markets and believes it is well positioned to benefit from the many opportunities it is pursuing.

Sales in 2001 increased $15.0 million, or 1.4%, to $1.049 billion. U.S. sales accounted for half of 2001's total sales and increased $3.4 million, or 0.7%, while international sales increased $11.6 million, or 2.2%. The company's sales in most of its major geographic markets were down or flat compared to fiscal year 2000, with the exception of the Asia-Pacific region, which grew 50%. Sales in 2000 increased $230.2 million, or 28.6%, to $1.034 billion. U.S. sales accounted for half of 2000's total sales and increased $124.6 million, or 31.8%, and international sales increased $105.6 million, or 25.6%. The company saw sales increase across every market in 2000, with the largest increases in the U.S., Asia and Latin America.

Sales by Market

Dollars in millions	2001		%		2000		%		1999		%
Wireless Infrastructure	$	781	74	%	$	739	72	%	$	543	67	%
Fixed-Line Telecommunications		100	10	%		139	13	%		111	14	%
Broadcast and Government		88	8	%		90	9	%		96	12	%
Wireless Accessories		80	8	%		66	6	%		54	7	%
Total Sales	$	1,049	100	%	$	1,034	100	%	$	804	100	%

    The company's sales trends are influenced mostly by the wireless infrastructure market. Sales of wireless infrastructure products grew 5.6% in 2001, driven by strong first quarter sales and growth in China. Wireless infrastructure sales in China grew substantially as wireless service providers invested in infrastructure to support rapid subscriber growth. Other major markets, especially the U.S. and Europe, declined as wireless communication providers cut back on telecommunications equipment spending. The European market remained weak as service providers delayed spending in anticipation of upgrading their networks to 3G technology. In 2000, sales of wireless infrastructure products grew in all major markets, 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. Spending had decreased in 1999, as wireless communications providers focused their spending on upgrading existing cell sites. 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 decreased 27.7% in 2001, versus a 25.6% increase in 2000. The decline in 2001 and the increase in 2000 were driven mainly by equipment shelter sales to U.S. fiber optic network providers, whose spending decreased significantly in 2001 following two years of rapid growth. Also contributing to the decline in 2001 was a decrease in LMDS/MMDS antenna system sales to competitive access and Internet service providers, which saw substantial growth in 2000.

    Sales to broadcast, government and other markets continued to decline, falling 2.2% in 2001 and 6.3% in 2000. Sales to the government market declined as a result of the company's divestiture of its SciComm government electronics business. Sales of broadcast antennas increased in 2001, driven by spending on new digital TV systems in the U.S.

    Wireless accessories continued to show strong growth with sales increasing 21.4% in 2001 and 22.2% in 2000. New product sales to the automotive market and new hands-free kit solutions for mobile phones have driven this increase over the last two years. Much of this growth is attributable to the telematics or automotive market. The company has seen substantial growth in sales of mobile antennas, GPS products and cable assemblies to automakers such as General Motors for its OnStar® program and Ford for its RESCU™ program.

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Product Sales

Dollars in millions	2001		%		2000		%		1999		%
Coaxial Cable, Connectors, Assemblies and Accessories	$	577	55	%	$	570	55	%	$	424	53	%
Terrestrial Microwave Antenna Systems		160	15	%		158	15	%		152	19	%
Other Antennas and Support Products		232	22	%		240	23	%		174	22	%
Wireless Accessories		80	8	%		66	7	%		54	6	%
Total Sales	$	1,049	100	%	$	1,034	100	%	$	804	100	%

    From a product standpoint in 2001, coaxial cable, connectors, assemblies and accessories increased 1.3%. Cable sales were impacted by pricing pressure and slower wireless equipment spending, especially in the last six months of the year. Actual cable unit volume increased approximately 11%, but due to pricing pressure, sales increased only 1.4%. The only market to see substantial gains in cable sales in 2001 was China. Terrestrial microwave antenna products were up 1.2%, with declines in Europe offset by higher sales in the U.S., Asia and Latin America. Other antennas and support products declined 3.4%, driven by a decrease in equipment shelters and LMDS/MMDS antennas. This was somewhat offset by significant growth in new product sales such as power amplifiers, base station antennas and distributed communication systems.

    From a product standpoint in 2000, coaxial cable, connectors, assemblies and accessories increased 34.7%, driven by strong growth in the wireless infrastructure market. Terrestrial microwave sales increased 3.8% as a result of strong sales in Latin America. Other antennas and support products increased 37.3%, due mostly to growth in equipment shelter sales to U.S. fiber optic network providers and base station antenna sales to the wireless infrastructure market.

Gross margin as a percentage of sales was 30.3% in 2001, 32.1% in 2000 and 31.3% in 1999. Competitive market conditions caused the company to continue to lower prices on many of its cable products. Average cable prices decreased about 14% during 2001, causing the gross margin rate to decline approximately seven percentage points. These price reductions were offset largely by productivity gains due to higher production volumes and cost reduction efforts. Product mix had a slight negative impact on gross margin in 2001 as sales growth of lower margin products such as wireless accessories increased more than other higher margin products. Included in 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 32.2% in 1999.

Research and development expense increased $7.5 million, or 18.7%, in 2001 and $10.6 million, or 35.9%, in 2000. Research and development expense was 4.6% of sales in 2001, 3.9% in 2000 and 3.7% in 1999. 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, base station antennas, repeaters and satellite antenna systems for broadcast applications.

Sales and administrative expense increased $8.2 million, or 5.0%, in 2001 and increased $19.3 million, or 13.4%, in 2000. Sales and administrative expense was 16.4% of sales in 2001, 15.8% of sales in 2000 and 18.0% in 1999. Marketing-related expense increased 5.6%, or $4.2 million, in 2001 and 15.2%, or $9.9 million, in 2000. This increase was due to higher sales volumes and increased marketing activity. Administrative expense increased 4.5%, or $4.0 million, in 2001 and 11.9%, or $9.4 million, in 2000. The increase in administrative expense in 2001 was driven mainly by higher management information systems costs. The growth in administrative expense in 2000 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.

Other income and expense resulted in an expense of $7.2 million in 2001 and $11.0 million in 2000, and income of $1.3 million in 1999. Interest expense was $7.4 million in 2001, $8.9 million in 2000 and $5.3 million in 1999. The increase in interest expense in 2000 was due mostly to an increase in short-term borrowing to fund the increase in sales experienced in 2000. Interest income was $2.6 million in 2001, $2.1 million in 2000 and $10.2 million in 1999. Interest income for 1999 was higher than 2001 and 2000, due mainly to interest earned on loans to the company's joint telecommunications ventures in Russia. Other expense, net was $2.4 million in 2001, $4.3 million in 2000 and $3.6 million in 1999. Other expense consists mainly of foreign exchange gains and losses, minority interest and the company's equity in losses from its telecommunication ventures. In 2001, an increase in foreign exchange losses was offset by a decrease in minority interest and a decrease in equity in losses from the company's telecommunications ventures.

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Income taxes were 32.0% of pre-tax income in 2001 and 2000, and 38.1% in 1999. The higher effective tax rate in 1999 was due to the write-off of $14.1 million of non-deductible goodwill as part of the restructuring charges recognized during 1999. Excluding the impact of the non-deductible goodwill, the effective tax rate for 1999 was 32.0%.

Liquidity

    Cash and cash equivalents were $112.4 million in 2001, $44.9 million in 2000 and $38.3 million in 1999. Working capital was $376.1 million in 2001, $350.7 million in 2000 and $303.9 million in 1999. 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 $160.2 million in 2001, $50.0 million in 2000 and $72.8 million in 1999. Improved collection on receivables and improved inventory and payables management combined with lower sales growth enabled the company to achieve a record level of cash flow from operations.

    During 2001, the company generated $160.2 million in cash flow from operations, principally from net income of $61.6 million, which included non-cash charges of $54.4 million for depreciation and amortization. Cash flow was also generated by decreases in accounts receivable of $18.8 million and inventories of $9.7 million, and by growth in accounts payable and other liabilities of $12.7 million. The company made significant progress in improving its collection efforts. Days sales in billed receivables improved from 80 days at the end of 2000 to 76 days at the end of 2001. 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 higher accounts receivable and inventory levels due to the significant growth in sales experienced in 2000. Days sales in billed receivables remained constant at 80 days for 2000 and 1999.

Net cash used for investing activities was $79.1 million in 2001, $95.4 million in 2000 and $70.1 million in 1999. Net cash used for investing activities is driven mainly by the company's capital expenditures, or investment in property, plant and equipment. Capital expenditures decreased 13.7% or $11.5 million in 2001, to $72.1 million. While the company has continued to invest in its manufacturing facilities in China, Brazil and the U.K., the decrease was due mainly to lower spending on management information systems. In 2000, capital expenditures were focused primarily on expanding 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.

    During 2001, the company spent $21.4 million on acquisitions. In January 2001, the remaining 30% minority interest in the company's Brazilian operations was purchased for $7.0 million. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. In July 2001, the company acquired selected assets and intellectual property of Deltec Telesystems International, Ltd. of Wellington, New Zealand, for $7.1 million. In August 2001, the company acquired Micro Pulse Inc., a Camarillo, California-based global manufacturer of wireless and GPS antennas, for $6.5 million. During 2001, the company made deferred payments of $1.3 million for the 1999 CMTI acquisition and $0.5 million as part of the 2000 acquisition of Conifer Corporation.

    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.

    The company's investments in and advances to its telecommunication joint ventures decreased $13.6 million in 2001 and $4.1 million in 2000, and increased $4.3 million in 1999. The company currently has an investment of $37.1 million in nine joint ventures that are engaged in communication and data transmission in Russia, the Ukraine and Mexico. The decrease in 2001 was due mainly to the joint ventures refinancing advances from the company with bank loans guaranteed by the company. On November 5, 2001, the company reached a definitive agreement with Group Menatep, a Russian financial holding company, to sell the company's interest in the joint ventures in Russia. The company and Group Menatep expect to complete this transaction as soon as the necessary regulatory approvals have been received.

19

Net cash used for financing activities was $16.1 million in 2001, due primarily to the repayment of $14.2 million of long-term debt and $3.9 million of notes payable. In 2000, the company generated $55.4 million from financing activities, due mostly to an increase in notes payable and long-term debt. In 1999, the company used $44.7 million for financing activities, due mainly to the repurchase of $50.5 million of treasury stock.

    In 2000, the company increased its net long-term borrowing by $23.1 million. This resulted mainly from an increase in borrowing in China and a decrease in long-term borrowing in the U.S. The company's China operations increased its debt by $30.9 million in Chinese Renminbi denominated debt. This new debt was used to finance expansion and to hedge the company's assets in China. At the end of 2001, the company had $40.6 million in Renminbi denominated debt outstanding in China, with maturity dates ranging from 2002 to 2003.

    In 2000, the company increased its net short-term borrowings, mostly under its line of credit agreement with Bank of America, by $42.8 million. This $42.8 million of notes payable was used primarily to finance short-term working capital needs in 2000. In 2001, borrowing under this line of credit agreement was used primarily to hedge against exposures in various foreign currencies. The majority of the outstanding notes payable in 2001 were denominated in Swiss francs and were used as a net investment hedge to protect the economic value of short-term Swiss franc investments held by the company's Swiss operations. In 2000, the company's Canadian operations opened a Canadian dollar revolving line of credit with Bank of America Canada to meet short-term working capital needs and to hedge Canadian dollar assets. The company borrowed $6.0 million under this line of credit in 2000 and had $5.1 million outstanding at the end of 2001.

    The company receives cash from the sale of stock under employee and director option plans and the employee stock purchase plan. Under these plans, the company generated $2.0 million in 2001, $14.2 million in 2000 and $3.1 million in 1999.

    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 repurchased 1.8 million shares at a cost of $24.6 million in 2000 and 3.0 million shares at a cost of $50.5 million in 1999. 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 including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Notes to Consolidated Financial Statements." 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.

20

    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 fluctuations to continue 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.

    Economic Conditions.  The company's results of operation are directly impacted by the general economy. While the company is optimistic about the long-term prospects of its markets, these markets are significantly impacted by the general economy.

    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 3G and digital technology, and spending on switching equipment. Customer spending on new radio spectrum licenses, such as 3G 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.

21

Consolidated Statements of Income

	Year Ended September 30
Dollars in thousands, except per share amounts
	2001			2000			1999
Sales	$	1,049,495		$	1,034,505		$	804,302
Cost of products sold		732,010			702,502			552,617
Gross Profit		317,485			332,003			251,685
Operating Expenses
Research and development		47,796			40,262			29,622
Sales and administrative		171,858			163,631			144,335
Restructuring		—			—			29,817
		219,654			203,893			203,774
Operating Income		97,831			128,110			47,911
Other
Interest expense		7,413			8,862			5,329
Interest income		(2,645	)		(2,083	)		(10,198	)
Other expense, net		2,442			4,271			3,602
		7,210			11,050			(1,267	)
Income Before Income Taxes		90,621			117,060			49,178
Income taxes		28,999			37,459			18,751
Net Income		61,622			79,601			30,427
Basic and Diluted Net Income per Average Share of Common Stock Outstanding	$	0.76		$	0.98		$	0.37
Average Basic Shares Outstanding		81,382			80,944			82,675
Average Diluted Shares Outstanding		81,542			81,418			82,813

See Notes to Consolidated Financial Statements.

22

Consolidated Balance Sheets

		September 30
Dollars in thousands
		2001			2000
Assets
Current Assets
Cash and cash equivalents		$	112,442		$	44,865
Accounts receivable, less allowances (2001—$4,224; 2000—$2,983)			243,642			263,016
Inventories
	Finished products		69,751			77,082
	Materials and work in process		122,154			127,086
			191,905			204,168
Miscellaneous current assets			7,521			12,632
Total Current Assets			555,510			524,681
Other Assets
Costs in excess of net assets of businesses acquired less accumulated amortization (2001—$12,062; 2000—$8,625)			41,870			37,799
Investments in and advances to affiliates			37,085			51,759
Other assets			8,735			7,698
Property, Plant and Equipment
Land and land improvements			21,571			19,291
Buildings			104,136			95,510
Equipment			414,595			370,286
Allowances for depreciation			(325,770	)		(289,827	)
			214,532			195,260
Total Assets		$	857,732		$	817,197
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable		$	44,109		$	45,771
Accounts Payable			59,225			58,538
Accrued expenses and other liabilities			25,080			18,557
Compensation and related expenses			25,468			30,303
Income taxes			—			5,639
Current portion of long-term debt			25,546			15,215
Total Current Liabilities			179,428			174,023
Deferred Liabilities			37,433			25,132
Long-Term Debt, less current portion			39,905			65,843
Minority Interest			316			9,254
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			65,870			64,136
Accumulated other comprehensive income			(44,773	)		(35,801	)
Retained earnings			822,753			761,131
Treasury stock, at cost (21,187,764 shares in 2001; 21,476,101 shares in 2000)			(244,227	)		(247,548	)
			600,650			542,945
Total Liabilities and Stockholders' Equity		$	857,732		$	817,197

See Notes to Consolidated Financial Statements.

23

Consolidated Statements of Cash Flows

	Year Ended September 30
Dollars in thousands
	2001			2000			1999
Cash Flows from Operations
Net Income	$	61,622		$	79,601		$	30,427
Adjustments to Net Income
Restructuring costs		—			2,820			33,580
Depreciation and amortization		54,383			47,668			39,155
Decrease (increase) in accounts receivable		18,805			(72,611	)		(25,107	)
Decrease (increase) in inventories		9,746			(50,846	)		(4,238	)
Decrease (increase) in miscellaneous current and other assets		5,176			(566	)		(3,756	)
Decrease in receivables from affiliates		—			22			4,201
Increase (decrease) in accounts payable and other liabilities		12,725			39,938			(1,303	)
Other		(2,240	)		3,948			(124	)
Net Cash from Operations		160,217			49,974			72,835
Investing Activities
Capital expenditures		(72,065	)		(83,542	)		(51,418	)
Acquisition of businesses, net of cash received		(21,380	)		(16,262	)		(15,107	)
Investments in and advances to affiliates, net		13,651			4,152			(4,308	)
Proceeds from sale of property, plant and equipment		724			288			759
Net Cash Used for Investing Activities		(79,070	)		(95,364	)		(70,074	)
Financing Activities
Long-term (payments) borrowings-net		(14,227	)		23,054			6,385
Notes payable (payments) borrowings-net		(3,945	)		42,761			(3,587	)
Stock purchase and option plans		2,053			14,201			3,059
Purchase of treasury stock		—			(24,630	)		(50,512	)
Net Cash (Used for) from Financing Activities		(16,119	)		55,386			(44,655	)
Effect of exchange rate changes on cash		2,549			(3,418	)		1,786
Increase (Decrease) for the Year		67,577			6,578			(40,108	)
Cash and cash equivalents at beginning of year		44,865			38,287			78,395
Cash and Cash Equivalents at End of Year	$	112,442		$	44,865		$	38,287

See Notes to Consolidated Financial Statements.

24

Consolidated Statements of Stockholders' Equity

Dollars in thousands	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income			Retained Earnings		Treasury Stock			Total
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
Stock purchase and option plans				1,734							3,321			5,055
Foreign Currency Translation Adjustment						(8,972	)							(8,972	)
Net Income									61,622					61,622
Comprehensive Income														52,650
Balance at September 30, 2001	$	1,027	$	65,870	$	(44,773	)	$	822,753	$	(244,227	)	$	600,650

See Notes to Consolidated Financial Statements.

25

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 intercompany accounts and transactions have been eliminated.

Cash equivalents

    The company considers all highly liquid investments purchased with maturates 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 48% of total inventories in 2001 and 55% of total inventories in 2000. 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, 2001 and September 30, 2000.

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 $49.6 million, $43.7 million and $37.1 million for 2001, 2000 and 1999, 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 $4.7 million, $4.0 million and $2.0 million for 2001, 2000 and 1999, respectively. The company will adopt Financial Accounting Standards No. 142 beginning in fiscal year 2002, and will no longer amortize goodwill.

    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 principally 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 ($3.3) million, $1.7 million and ($2.4) million for 2001, 2000 and 1999, 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.

26

    The company has designated $36.9 million of notes payable denominated in Swiss francs as a net investment hedge of the company's net assets of its Swiss subsidiary. Changes in the value of the Swiss franc notes payable held in the U.S., directly correlate to changes in value of the net assets of the company's Swiss franc functional subsidiary. There is no hedge ineffectiveness; therefore, changes in value of the Swiss franc notes payable are recorded in accumulated other comprehensive income. Unrealized losses on the Swiss franc notes payable recorded to accumulated other comprehensive income in fiscal year 2001 totaled $2.3 million.

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 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be amortized, but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. The company plans to adopt these new statements on October 1, 2001. Application of the nonamortization provisions of Standard No. 142 would have resulted in an increase in income before taxes of $4.7 million. Goodwill amortization included in sales and administrative expense in fiscal years 2001, 2000 and 1999, was $4.7 million, $4.0 million and $2.0 million respectively. Upon adoption of this standard, the company is required to perform an initial and an annual impairment test of goodwill. The impact of the initial impairment test is not expected to have a material effect on the company's financial statements.

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

Adoption of New Accounting Policies

    As of October 1, 2000, the company has adopted FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by FASB Statement No. 138. These statements require that all derivatives be recorded on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through income. Changes in the fair value of derivatives designated as hedges will either be offset against the hedged item or in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of derivatives that are designated as hedges will be immediately recognized into earnings. The adoption of these FASB statements did not have a material effect on the company's results of operations.

    As of July 1, 2001, the start of the fourth quarter of fiscal year 2001, the company adopted the FASB's Emerging Issues Task Force (EITF) Issue 00—10, "Accounting for Shipping and Handling Fees and Costs." EITF Issue 00—10 requires that shipping and handling costs billed to customers be recorded as part of sales revenue. The related expenses are required to be recorded in cost of products sold or elsewhere in the income statement with adequate disclosure. The company previously netted shipping costs against amounts billed to its customers at cost and did not record shipping charges as part of sales revenue or cost of products sold. The company has restated sales and cost of products sold so that all periods presented include shipping costs billed to customers in both sales and in cost of products sold. The amount of shipping costs included in sales and cost of sales for fiscal years 2001, 2000 and 1999 was $15.3 million, $15.3 million and $12.5 million, respectively.

    As of July 1, 2001, the start of the fourth quarter of fiscal year 2001, the company adopted the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." Adoption of SAB No. 101 did not have a material effect on the company's financial statements.

27

Business Acquisitions

    In fiscal year 2000, the company spent $16.3 million, net of cash acquired on acquisitions. 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 Conifer purchase agreement contained a provision for deferred payments of up to $0.8 million payable to certain Conifer shareholders, of which $0.5 million was paid in fiscal year 2001. The fiscal year 1999 acquisition of Chesapeake Microwave Technologies Inc. (CMTI) contained a provision for deferred payments of up to $4.0 million. The company has made two payments of $1.3 million in September of 2001 and 2000, and has a possible third payment of $1.3 million in 2002.

    The 2000 acquisitions were accounted for as purchases, resulting in $17.4 million of goodwill. 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 fiscal year 2001, the company spent $21.4 million, net of cash acquired, on acquisitions. In January 2001, the company purchased the remaining 30% minority interest in the company's Brazilian operations for $7.0 million. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. In July 2001, the company acquired selected assets and intellectual property of Deltec Telesystems International, Ltd., of Wellington, New Zealand, for $7.1 million. In August 2001, the company acquired Micro Pulse Inc., a Camarillo, California-based global manufacturer of wireless and GPS antennas, for $6.5 million. The company also capitalized $7.8 million of loans to Comtier Corporation in exchange for additional ownership of Comtier Corporation, bringing the company's ownership percentage to 81%.

    The 2001 acquisitions were accounted for as purchases, resulting in $10.7 million of goodwill. 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
(In thousands, except per share amounts)
		2001		2000		1999
Basic Earnings per Share
Numerator: for net income per share		$	61,622	$	79,601	$	30,427
Denominator: weighted average shares outstanding			81,382		80,944		82,675
Net income per share—basic		$	.76	$	.98	$	.37
Diluted Earnings per Share
Numerator: for net income per share		$	61,622	$	79,601	$	30,427
Denominator: weighted average shares outstanding			81,382		80,944		82,675
	Effect of dilutive securities: stock options		160		474		138
			81,542		81,418		82,813
Net income per share—diluted		$	.76	$	.98	$	.37

    Options to purchase 3,664,000, 1,191,000 and 2,681,000 shares of common stock in 2001, 2000 and 1999, respectively, were not included in the computation of diluted earnings per share, because the option's exercise prices were greater than the average market price of the common shares.

28

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 2001, 2000 and 1999 operating results. The company guarantees a $53.5 million line of credit with ABN-AMRO, which is used by its ventures. As of September 30, 2001, there was $47.3 million outstanding under the agreement. After the close of fiscal year 2001, the company reached a definitive agreement with Group Menatep, a Russian financial holding company, to sell the company's interest in the joint ventures in Russia. The company and Group Menatep expect to complete the transaction as soon as the necessary regulatory approvals have been received.

Unbilled Receivables

    At September 30, 2001, unbilled receivables of $1,379,000 are included in accounts receivable, compared to $3,201,000 at September 30, 2000. 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 2001, 2000 and 1999, were $11,745,000, $9,722,000 and $9,203,000, 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. The maximum outstanding during 2001 under the line of credit was $52.0 million, and the weighted average interest rate for borrowings under this line in fiscal year 2001 was 6.06%. The outstanding balance at September 30, 2001, was $39.0 million, consisting of foreign currency borrowings of $2.1 million U.S. dollars in Japanese Yen and $36.9 million U.S. dollars in Swiss francs.

    The company also maintains an $11.4 million line of credit agreement with ABN-AMRO for its Brazilian operations. The company had no borrowings under this agreement during 2001.

    The company maintains a $15 million Canadian dollar line of credit with the Bank of America Canada. The maximum outstanding during 2001 was $9.0 million Canadian dollars, and the weighted average interest rate for all borrowings under this line in fiscal year 2001 was 6.19%. Outstanding at September 30, 2001 was $8.0 million Canadian dollars or $5.1 million U.S. dollars.

29

Long-Term Debt

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

Dollars in thousands	2001		2000
9.52% senior notes payable to insurance companies in annual installments from 1995 to 2005	$	18,181	$	22,726
Variable rate Industrial Development Revenue Bond with Coweta County, Georgia		3,800		3,800
5.85% RMB loan from the Agricultural Bank of China, supported by a Bank of America letter of credit		7,732		7,732
6.56% RMB loan from the Shanhai Pudong Development Bank, supported by a Bank One letter of credit		11,598		11,598
6.74% RMB loan from Bank of America Shanghai		1,932		1,932
5.96% RMB loan from the Agricultural Bank of China, supported by a Bank One letter of credit		19,330		19,330
Variable rate loan from BBA Creditanstalt Bank Limited		—		8,800
12.00% loan agreement with Banco Nacional De Desenvolvimento Economico E Social		1,551		3,223
Other		1,327		1,917
Less: Current Portion		25,546		15,215
Total Long-Term Debt	$	39,905	$	65,843

    Under the terms of the loan agreements, the company has agreed to maintain certain levels of working capital and net worth. At September 30, 2001, all these requirements have been met.

    The principal amounts of long-term debt maturing after September 30, 2001 are:

Dollars in thousands	2002		2003		2004		2005		2006		Thereafter
	$	25,546	$	26,592	$	4,840	$	8,462	$	11	—

    Cash payments for interest on all borrowings were $8,574,000, $8,128,000, and $5,091,000 in 2001, 2000 and 1999, respectively.

    The carrying amount of long-term debt as of September 30, 2001 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, phase out 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.

    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.

30

Income Taxes

    The composition of the provision for income taxes follows:

	Year Ended September 30
Dollars in thousands
	2001		2000		1999
Currently Payable:
Federal	$	5,101	$	6,336	$	2,554
Non-United States		12,227		19,085		15,553
State		958		2,782		933
		18,286		28,203		19,040
Deferred (Credit):
Federal and State		10,713		9,019		384
Non-United States		—		237		(673	)
		10,713		9,256		(289	)
	$	28,999	$	37,459	$	18,751
Income Taxes Paid	$	16,450	$	25,522	$	29,411
Components of Income from Continuing Operations before Income Taxes:
United States	$	6,433	$	35,963	$	(8,078	)
Non-United States		84,188		81,097		57,256
	$	90,621	$	117,060	$	49,178

    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
	2001		2000		1999
Statutory United States federal tax rate	35.0	%	35.0	%	35.0	%
Foreign Sales Corporation (FSC)	(2.5	)	(1.3	)	(4.2	)
State income taxes, net of federal tax effect	0.5		1.5		1.3
Net tax effect of restructuring	—		—		6.1
Foreign tax rate differential	(3.0	)	(4.4	)	(4.3	)
Other items	2.0		1.2		4.2
Effective Tax Rate	32.0	%	32.0	%	38.1	%

    The tax effect of temporary differences has given rise to gross deferred tax assets of $16,916,000 in 2001 and $12,936,000 in 2000, primarily accrued expenses and inventory. The tax effect of temporary differences has created gross deferred tax liabilities of $42,501,000 in 2001 and $27,771,000 in 2000, primarily due to depreciation and undistributed earnings of certain foreign subsidiaries. The company has not recorded valuation allowances for deferred tax assets in 2001 or 2000, 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%.

    No provision has been made for income taxes of approximately $24,650,000 at September 30, 2001, 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.

31

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, 2001, 81,530,446 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 2,967,700 shares of common stock at a cost of $50,512,000 in 1999 and 1,800,000 shares, at a cost of $24,630,000 in 2000, and no shares in 2001. 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 tables below:

	Year Ended September 30
	2001		2000		1999
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	21,476,101		20,527,072		18,210,250
Stock repurchase	—		1,800,000		2,967,700
Stock purchase, option and other plans	(288,337	)	(850,971	)	(650,878	)
Balance at End of Year	21,187,764		21,476,101		20,527,072

    As of September 30, 2001, 7,628,442 shares of common stock were reserved for the various stock plans described below.

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 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 provided 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 2001, there were 1,254,700 options granted under these plans.

32

    The company 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 2001, there were 72,000 options granted under this plan.

    The company 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 2001, there were 127,982 shares purchased by employees under the plan.

    Pro forma information regarding net income and earnings per share is required by Statement 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 2001, 2000 and 1999, respectively: risk-free interest rate of 4.62%, 5.68% and 5.98%; dividend yield of 0%; a volatility factor of .523, .499 and .490; 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 options' vesting period. The company's pro forma information follows:

		Year Ended September 30
Dollars in thousands, except per share amounts
		2001		2000		1999
Pro forma net income		$	55,569	$	74,373	$	26,161
Pro forma net income per share
	Basic		0.68		0.92		0.32
	Diluted	$	0.68	$	0.91	$	0.32

    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 2001, 2000 and 1999.

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

	Year Ended September 30
	2001			2000			1999
Outstanding at beginning of year		3,719,158			3,489,140			2,911,831
Granted		1,326,700			1,055,600			1,014,480
Expired or cancelled		(338,320	)		(148,600	)		(229,748	)
Exercised		(33,798	)		(676,982	)		(207,423	)
Outstanding at End of Year		4,673,740			3,719,158			3,489,140
Exercisable at End of Year		2,331,288			1,595,017			1,604,529
Weighted Average Exercise Price
Outstanding at beginning of year	$	22.48		$	20.99		$	21.81
Granted		22.31			23.76			17.13
Expired or cancelled		24.01			22.94			24.89
Exercised		16.70			16.71			9.15
Outstanding at end of Year		22.36			22.48			20.99
Exercisable at end of Year	$	22.85		$	22.57		$	20.14

33

    The weighted average fair value of options granted during fiscal years 2001, 2000 and 1999, was $11.38, $12.22 and $8.63 per share, respectively. The weighted average life of options outstanding as of September 30, 2001 was 6.97 years. The range of exercise prices for options outstanding at September 30, 2001 was $2.96 to $38.17.

Range of Exercise Prices	$2.96- $9.58		$12.38- $15.56		$16.00- $18.22		$19.33- $22.65		$23.13- $24.94		$27.19- $38.17		Total
Outstanding Options		197,754		225,337		893,756		1,493,193		1,257,025		606,675		4,673,740
Exercisable Options		197,754		147,837		460,111		423,493		539,843		562,250		2,331,288
Weighted Average Exercise Price	$	7.76	$	14.10	$	17.56	$	21.97	$	23.59	$	35.70	$	22.36
Average Life		2.01		5.97		6.89		7.84		7.68		5.47		6.97

Segment and Geographic Information

    The company manages its business as one operating segment. This segment serves commercial markets, including coaxial cable, connectors, assemblies and accessories, terrestrial microwave antenna systems, other antennas and support products and wireless accessories. 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
		2001		2000		1999
Product Sales:
Coaxial Cable, Connectors, Assemblies & Accessories		$	577,800	$	570,552	$	423,735
Terrestrial Microwave Antenna Systems			160,061		158,168		152,468
Other Antennas and Support Products			231,889		240,113		174,684
Wireless Accessories			79,745		65,672		53,415
Total Product Sales		$	1,049,495	$	1,034,505	$	804,302
Sales:
United States-Domestic		$	519,804	$	516,440	$	391,834
United States-Export			40,499		68,494		63,343
Europe, Africa, Middle East			171,068		191,357		185,591
China			141,100		64,721		20,318
Other Asia-Pacific			72,364		77,464		57,594
Other Americas			104,660		116,029		85,622
Total Sales		$	1,049,495	$	1,034,505	$	804,302
Assets Identifiable to:
United States		$	434,861	$	441,639	$	396,089
Europe, Africa, Middle East			146,777		137,021		123,113
China			137,371		86,375		37,213
Other Asia-Pacific			39,616		45,974		30,093
Other Americas			54,325		66,967		56,795
	Goodwill & Other Intangible Assets		44,782		39,221		22,787
Consolidated Assets		$	857,732	$	817,197	$	666,090

34

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
2001:
Sales*	$	284,088	$	239,113	$	245,119	$	281,175	$	1,049,495
Gross profit		89,785		66,899		73,799		87,002		317,485
Income before income taxes		30,778		12,005		17,995		29,843		90,621
Net income		20,929		8,163		12,237		20,293		61,622
Basic and diluted net income per share		0.26		0.10		0.15		0.25		0.76
Common Stock Price Range:
High		26.63		27.13		18.89		22.92
Low		17.50		13.75		13.31		15.36
2000:
Sales*	$	236,978	$	246,945	$	262,775	$	287,807	$	1,034,505
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 Price Range:
High		18.94		29.81		41.00		33.88
Low		11.25		18.00		21.31		24.56

*

Sales have been restated to include freight costs billed to customers, per EITF 00—10, "Accounting for Shipping and Handling Fees."

    Sales and cost of products sold were restated by equal amounts, having no impact on gross profit or net income.

35

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, 2001 and 2000, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 2001. 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, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2001, in conformity with accounting principles, generally accepted in the United States.

/s/ Ernst & Young LLP
Chicago, Illinois
October 19, 2001

36

Eleven-Year Financial Summary

Dollars in thousands, except per share amounts		2001			2000			1999			1998
Operations(1)(2)(3)
Sales		$	1,049,495		$	1,034,505		$	804,302		$	865,709
Gross profit			317,485			332,003			251,685			330,919
Operating income			97,831			128,110			47,911			159,796
Other (income) expense			7,210			11,050			(1,267	)		2,452
Income from continuing operations before taxes			90,621			117,060			49,178			157,344
Income from continuing operations			61,622			79,601			30,427			103,847
Discontinued Operations:
	Loss (income) from operations of network business, net of taxes		—			—			—			—
	Loss on disposal of network business, net of taxes		—			—			—			—
Net income			61,622			79,601			30,427			103,847
Basic income from continuing operations per share			0.76			0.98			0.37			1.18
Diluted income from continuing operations per share			0.76			0.98			0.37			1.18
Basic net income per share			0.76			0.98			0.37			1.18
Diluted net income per share			0.76			0.98			0.37			1.18
Financial Position
Working capital			376,082			350,658			303,853			320,117
Total assets			857,732			817,197			666,090			682,903
Long-term debt			39,905			65,843			48,760			38,031
Stockholders' equity			600,650			542,945			484,010			508,778
Cash Flow
From operations			160,217			49,974			72,835			149,852
Used in investing activities			(79,070	)		(95,364	)		(70,074	)		(64,117	)
(Used for) from investing activities			(16,119	)		55,386			(44,655	)		(100,361	)
Cash and equivalents		$	112,442		$	44,865		$	38,287		$	78,395
Ratios and Other Data
Current ratio			3.1			3.0			3.8			3.7
Return on Sales:
	Income from continuing operations		5.9%			7.7%			3.8%			12.0%
	Net income		5.9%			7.7%			3.8%			12.0%
Return on average assets			7.4%			10.7%			4.5%			15.1%
Return on average stockholders' equity			10.8%			15.5%			6.1%			20.4%
Stockholders' equity per share outstanding		$	7.37		$	6.68		$	5.89		$	6.02
Foreign exchange gain (loss)			(3,292	)		1,684			(2,372	)		(2,988	)
Research and development			47,796			40,262			29,622			28,810
Additions to property, plant and equipment			72,065			83,542			51,418			58,529
Net assets located outside U.S. at year end			261,967			209,882			258,117			272,661
Orders entered(3)			1,099,199			1,055,363			836,794			887,511
Order backlog at year end (under 12 months)			226,136			184,536			170,706			141,847
Order backlog at year end (over 12 months)		$	1,798		$	1,391		$	3,276		$	12,317
Number of full-time equivalent employees at year end:
	Outside United States		1,944			1,822			1,261			1,219
	Total employees		5,155			5,799			4,572			4,221
Average basic shares of stock outstanding (thousands)			81,382			80,944			82,675			87,941
Average diluted shares of stock outstanding (thousands)			81,542			81,418			82,813			88,306
Registered stockholders at year end			3,622			3,688			4,365			4,727

1

The results of operations for fiscal years 1991 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.

3

Orders, sale and cost of products sold have been restated to include freight costs billed to customers, per EITF 00-10, "Accounting for Shipping and Handling Fees." Sales and cost of goods sold were restated by equal amounts, having no impact on gross profit or net income.

38

1997			1996			1995			1994			1993			1992			1991
$	882,517		$	777,497		$	634,114		$	544,065		$	400,190		$	403,687		$	377,164
	355,666			320,486			264,013			217,796			156,130			144,281			135,550
	163,793			151,304			116,803			84,497			51,149			45,591			42,994
	(1,989	)		4,738			4,362			7,226			3,145			3,904			4,999
	165,782			146,566			112,441			77,271			48,004			41,687			37,995
	107,758			93,802			71,854			49,360			30,587			26,080			23,390
	3,330			3,405			1,899			3,593			1,184			(71	)		1,456
	16,086			—			—			—			—			—			—
	88,342			90,397			69,955			45,767			29,403			26,151			21,934
	1.18			1.04			0.81			0.56			0.35			0.27			0.24
	1.18			1.03			0.80			0.55			0.35			0.26			0.23
	0.97			1.00			0.78			0.52			0.34			0.27			0.22
	0.97			0.99			0.78			0.51			0.33			0.27			0.22
	332,721			284,602			227,164			171,705			142,675			126,764			151,280
	691,154			631,229			505,114			425,326			343,876			318,062			345,261
	35,693			40,423			45,255			46,092			52,467			54,223			59,928
	509,123			456,214			357,191			276,553			221,872			192,956			217,036
	151,680			66,796			55,816			52,343			54,911			51,725			32,285
	(61,427	)		(78,683	)		(55,367	)		(38,692	)		(33,295	)		(12,113	)		(22,903	)
	(25,499	)		(1,972	)		4,570			4,259			(5,938	)		(50,764	)		(5,508	)
$	93,823		$	31,295		$	46,064		$	40,714		$	22,001		$	7,763		$	17,168
	3.6			3.4			3.4			2.8			3.2			2.9			3.5
	12.2%			12.1%			11.3%			9.1%			7.6%			6.5%			6.2%
	10.0%			11.6%			11.0%			8.4%			7.3%			6.5%			5.8%
	13.4%			15.9%			15.0%			11.9%			8.9%			7.9%			6.6%
	18.3%			22.2%			22.1%			18.4%			14.2%			12.8%			10.6%
$	5.68		$	5.03		$	3.97		$	3.12		$	2.54		$	2.27		$	2.19
	3,433			972			(1,612	)		(1,922	)		1,380			41			583
	41,076			29,624			21,041			20,377			17,118			14,248			14,786
	49,144			52,475			48,076			28,471			18,479			18,188			25,124
	228,488			220,600			160,700			130,900			90,300			65,100			70,400
	877,960			802,111			693,875			540,921			407,198			379,666			380,474
	132,610			152,205			125,446			83,884			85,170			82,500			106,700
$	5,950		$	14,756		$	18,529		$	595		$	1,573		$	5,500		$	8,300
	1,185			1,162			763			661			584			596			717
	4,227			4,622			3,677			3,405			3,110			3,144			3,450
	90,947			90,263			89,177			87,845			86,193			96,981			98,408
	91,539			91,033			89,964			89,204			87,831			98,521			99,971
	4,599			3,242			2,340			1,482			1,133			1,057			1,137

39

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EXHIBIT 13

EX-21

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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:

Name of Subsidiary	Jurisdiction 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.	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 Passive Power Products Inc.	State of Delaware
Andrew International Holding Corporation	State of Delaware
Andrew International Corporation	State of Delaware
Andrew New Zealand	State of Delaware
Micro Pulse Inc.	State of Delaware

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EXHIBIT 21

EX-23

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EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC 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; Registration Statement No. 333-74470 on Form S-8 dated December 4, 2001of our report dated October 19, 2001, 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, 2001.

/s/ Ernst & Young LLP
Chicago, Illinois
December, 20 2001

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EXHIBIT 23