8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 7, 2005

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation) 001-14617
(Commission File Number) 36-2092797
(I.R.S. Employer
Identification No.)

10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 349-3300

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01      Other Events.

On February 7, 2005, Andrew Corporation (the “Company”) issued a press release announcing that it has been notified by one of its customers of an abnormally high field failure rate for a specific component, supplied by a third-party vendor, that is used in certain base station subsystem product lines. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01      Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Press release dated February 7, 2005.

SIGNATURE

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

 

	ANDREW CORPORATION
Date: February 8, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

	News Release
	Andrew Corporation 10500 West 153rd Street, Orland Park, IL USA 60462 Tel: 708-349-3300 www.andrew.com
Analyst/Investor Contact: Scott Malchow Investor Relations 708-873-8515	Andrew Corporation Announces Actions to Address Specific Component Failure
Public Relations Contact: Rick Aspan Director of Public Relations 708-349-5166 publicrelations@andrew.com	ORLAND PARK, IL, February 07, 2005—Andrew Corporation has been notified by one of its customers of an abnormally high field failure rate for a specific component, supplied by a third-party vendor, that is used in certain base station subsystem product lines.
	“We have identified the defective component and are moving quickly to analyze and satisfy the needs of our customer. Our top priority and on-going commitment is to provide the highest quality of products and services to our customers,” said Ralph Faison, president and chief executive officer, Andrew Corporation.
	The company anticipates recording a fiscal second quarter pre-tax charge of approximately $15 million to $20 million, based upon a preliminary analysis of the potential costs to replace and repair installed units and maintain additional spare units. Andrew is reviewing data provided by the customer on February 4, 2005, and is currently in discussions with appropriate third parties, including the specific component supplier and the company’s primary contract manufacturer, to ascertain potential recovery of costs.
	“We anticipate this one-time charge should allow Andrew to cover any potential costs that may be incurred above the normal product warranty provisions, and ensure that our customers needs are exceeded,” Faison said.
	About Andrew
	Andrew Corporation (NASDAQ:ANDW) designs, manufactures, and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Orland Park, IL, is an S&P 500 company founded in 1937.
	Forward-Looking Statements
	Some of the statements in this news release are forward-looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include the company’s ability to integrate acquisitions and to realize the

One Company. A World of Solutions.

anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.

One Company. A World of Solutions.