10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

For the fiscal year ended September 30, 2003.

OR

o 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 Series A 7.75% Convertible Preferred Stock, no par value

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

Yes ý   No o

Indicate by check mark 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.  ( )

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

Yes ý   No o

The aggregate market value of common stock held by non-affiliates of the Registrant as of March 31, 2003 was $540,813,000. The number of outstanding shares of the Registrant’s common stock as of December 14, 2003 was 158,364,350.

Documents incorporated by Reference:

Portions of the Registrant’s Annual Report to Stockholders for the year ended September 30, 2003 are incorporated by reference into Parts I and II.

Portions of the Proxy Statement for the annual stockholders’ meeting to be held February 10, 2004 are incorporated by reference into Parts III and IV.

PART I

Item 1.  Business

General Business

Andrew Corporation (“Andrew” or the “company”) was incorporated in 1987 under the laws of the State of Delaware as successor to an Illinois corporation organized in 1947.  Originally founded as a partnership in 1937, its executive offices are located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is approximately 25 miles southwest of downtown Chicago. Unless otherwise indicated by the context, all references herein to Andrew or the company include Andrew Corporation and its subsidiaries.

With the acquisition of Allen Telecom (Allen) in July 2003, the company believes that it has established itself as the leading global supplier of communications products and systems to the wireless subsystem infrastructure market.  The company has the ability to provide total customer solutions, including virtually all components of a wireless base station that are outsourced by major network OEMs (Original Equipment Manufacturers) and operators.  This allows the company to better meet the evolving performance and cost efficiency requirements of its customers who benefit from the availability of one-stop shopping for all of their wireless infrastructure needs.  Andrew’s products are primarily based on 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 manages its business as one reportable business segment built around this core competency.  The company’s products are used in the infrastructure for traditional wireless networks, third generation (3G) technologies, voice, data, video and Internet services, as well as applications for microwave and satellite communications, and other specialized applications for government and commercial use.

The company now classifies its sales into five product groups: Antennas, Base Station Subsystems, Cable Products, Network Solutions and Wireless Innovations.  The company believes these new product classifications better reflect the nature of its business now and in the future.  The Antenna group products include base station antennas, earth station antennas, multi-band antennas and point-to-point antennas.  Base Station Subsystems products are integral components of wireless base stations and include products such as power amplifiers, filters, duplexers and combiners that are sold individually or as parts of integrated subsystems.  Cable Products include coaxial cables, connectors, cable assemblies and accessories.  Network Solutions includes software and equipment to locate wireless 911 callers as well as equipment and services for testing and optimizing wireless networks.  Wireless Innovations products are used to extend the coverage of wireless networks in areas where signals are difficult to send or receive and include both complete systems and individual components.

Over the last two years, the company completed two major acquisitions that have substantially broadened its product offering and established the company as the leading global supplier of communications products and systems to the wireless subsystem infrastructure market. These acquisitions allow the company to provide global wireless service providers and OEMs with a unique one-stop shopping partner. During the year, the company purchased Allen Telecom, a global provider of wireless infrastructure equipment and services. Allen’s product offering was complementary to the company’s and had minimal product overlap.  This acquisition allows Andrew to offer a more complete RF footprint product offering with more value-added and integrated products.  In June 2002, the company completed the acquisition of Celiant Corporation, a power amplifier manufacturer.  Celiant’s engineering and technical capabilities, and intellectual property have made the company a leading supplier of power amplifiers.

While the company is optimistic about the long-term potential of the wireless infrastructure market, global spending on infrastructure has been weak over the last several years.  In response to this decline, Andrew has taken steps to reduce expenses and improve financial performance. In September 2002, the company initiated a restructuring program that it anticipates will reduce annual operating costs by as much as $47 million.  These restructuring plans included the closing of several facilities and the relocation of manufacturing operations to new facilities in the Czech Republic and Mexico.  During 2003, the company substantially completed these plans and started manufacturing operations at these new facilities in the fourth quarter.  Following the Allen Telecom acquisition, the company initiated a merger integration program that the company anticipates will reduce annual operating costs of the combined company by more than $52 million

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annually, beginning in 2005. These savings will be achieved through a global shared services implementation, combined sourcing of components and consolidation of manufacturing locations.

The company believes that developing markets such as China and India have significant long-term growth potential for the company. Developing countries represent some of the greatest growth opportunities for wireless communication, as wireless is the most cost efficient way to provide communications infrastructure to these regions. The company has a significant international manufacturing and distribution presence. Sales by non-U.S. operations and export sales from U.S. facilities accounted for approximately 56% of Andrew’s sales in 2003, 50% in 2002 and 57% in 2001.  Over the last five years, Andrew has significantly increased its international manufacturing and distribution capabilities in some of the fastest developing wireless infrastructure markets.  In 1998, the company built new manufacturing facilities in China and India. These new facilities have allowed the company to more effectively reach these growing markets and have helped to increase sales in the Asian market.  The company also increased its manufacturing and distribution presence in the Latin American region, through the 1995 acquisition of a Brazilian company and by establishing a Brazilian cable manufacturing facility.

Principal Product Groups

The following table sets forth sales and percentages of total sales represented by Andrew’s five product groups during the last three fiscal years:

	Year Ended September 30
Dollars in thousands	2003		% of Sales		2002		% of Sales		2001		% of Sales
Antennas	$	264,775	26	%	$	255,779	30	%	$	320,225	34	%
Base Station Subsystems	236,150		23	%	96,303		11	%	7,837		1	%
Cable Products	428,189		43	%	490,165		56	%	579,030		62	%
Network Solutions	43,772		4	%	—		0	%	—		0	%
Wireless Innovations	41,600		4	%	22,554		3	%	28,184		3	%
Total Sales	$	1,014,486	100	%	$	864,801	100	%	$	935,276	100	%

Antennas

This product group includes antennas, support products and electronic equipment for applications in the wireless infrastructure market, satellite communications, point-to-point communication, and other specialty applications. The Antenna Group products include base station antennas, terrestrial microwave (TMW) antennas, earth station antennas (ESA), and multi-band antennas.

Andrew is a market leader for commercial base station antennas serving global market needs for all wireless protocols.  Base station antennas are the last, critical piece of wireless infrastructure that captures the wireless signal from the user handset and sends it to operators’ base stations.  The company offers a diverse product line of base station antennas ranging in size from approximately two feet in length to large, tower-mounted antennas in excess of twenty feet in length. Base station antennas are marketed under the trade name DECIBEL®.  The DECIBEL® product line contains a variety of innovative products including technology to optimize the performance in CDMA and W-CDMA markets.  The company holds significant intellectual property that is used to create innovative products, such as the Andrew Teletilt™ system, which is a remotely-controlled variable electrical downtilt base station antenna system that can be adjusted in minutes, without costly site downtime.  This allows customers to enhance their network performance while reducing operating expenses.

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The company manufactures a full line of TMW antennas for applications such as fixed-line telecommunications networks, broadband wireless, wireless infrastructure, and others.  Microwave radio networks are commonly used by telecommunications companies for telephone, Internet, video and data transmission. They are also used by cellular operators to link cell sites with switching centers and by private companies, such as pipelines, electric utilities and railroads, for their internal communications needs. Andrew TMW antennas are marketed under the trademarks GRIDPAK® and ValuLine®.  The company also offers additional passive microwave system components such as filters and duplexers.

The company includes its waveguide products in the Antenna Group. Waveguides are hollow transmission lines used to connect antennas and radios. Andrew manufactures circular, rectangular and elliptical waveguides for various uses such as television broadcasting and microwave transmission. Elliptical waveguide is the most commonly used waveguide, and it is used as a main feeder line for microwave transmissions between 1.7 and 40 GHz. Most of Andrew’s waveguides are sold as part of its antenna systems.

The Antenna Group also has a complete line of pressurization equipment that provides a constant supply of dry air to the transmission lines, providing high signal quality and reduced risk of component damage due to moisture. Pressurization products are marketed under the trademark DryLine®.

ESA systems manufactured by Andrew are used at earth terminals to receive and transmit signals to and from communication satellites. These products are used for the long distance transmission of conventional telecommunications traffic, to support broadband data infrastructure and for satellite delivered television broadcasting. System elements include an antenna, from one foot to thirty-two feet in diameter, electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and receivers. The company’s ESA products are marketed under the trademarks Newsflash™, VALULink®, and ValuStar™.

Andrew is an industry leader in the design, manufacture and distribution of high quality, high performance antennas for Wireless Communication and Global Positioning System (GPS) applications. Andrew supplies multiband antennas and GPS products to automotive manufacturers and their suppliers for use in on-board telematics programs.  Telematics products are used in vehicle communication and navigation systems, such as GM’s OnStar®, Ford’s vehicle communication system (VCS) and JaguarNet®.  Andrew manufactures a line of specialized antennas and repeater kits for XM Radio and Sirius Satellite Radio reception.  These repeater kits provide in-building satellite signal coverage allowing retail partner stores the ability to demonstrate XM and Sirius products, while antennas are used at the consumer level to bring the signal into their vehicle or home radio unit.

Andrew also offers a wide range of antennas and antenna/pedestal systems for applications such as air traffic control radar antenna systems, weather radar systems, low and medium earth orbit satellite ground tracking systems, and high frequency (HF) communication systems that include Andrew’s line of GRANGER® HF antennas.

In November 2003, the company sold the assets of its broadcast antenna and filter product lines to Electronic Research Inc. (ERI).  The company’s broadcast group designed and manufactured broadcast antennas primarily for television broadcast.  This sale included selected assets from the company’s Orland Park, Illinois facility and all of the assets of its Gray, Maine facility.  The company’s broadcast group sales were approximately $20.1 million in fiscal 2003, and were included in the Antenna Group sales. Also in November 2003, the company acquired selected assets of Channel Master LLC, a designer and manufacturer of DBS (Direct Broadcast Satellite) and VSAT (Very Small Aperture Terminal) antennas and products, for approximately $18 million. This acquisition will significantly strengthen the company’s existing satellite antenna product offering.

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Base Station Subsystems

Base Station Subsystems products are integral components of wireless base stations and include products such as power amplifiers, filters, duplexers and combiners. These products cover all the major wireless standards and frequency bands and are sold individually or as part of integrated subsystems.

Andrew designs and manufactures high power single and multi-carrier RF power amplifiers.  RF power amplifiers are required by wireless communication systems to boost the radio signal power for transmission across long distances and are usually located within base stations.  Andrew’s RF power amplifier products range in power from 10 to 100 watts of output power and in frequency ranges from 450 MHz to 2500 MHz.  The company’s power amplifiers are custom designed for each OEM and are available for most wireless standards, including 2G, 2.5G, 3G and 4G technologies. The company recently introduced its next generation single and multi-carrier, highly linear power amplifiers with digital pre-distortion technology, and is currently working with major OEMs to design their next generation power amplifier products.

Andrew has recently developed two new integrated product offerings that include an integrated radio and amplifier and, in addition, an integrated radio, amplifier and receiver.  Both of these products were developed to meet the low-cost demands of 3G deployments.  Andrew currently has integrated products in development for several OEMs’ next generation 3G base stations.

Andrew designs and manufactures filters, duplexers, combiners and integrated antenna combining units. RF filters are used to filter high power transmit signals to meet frequency regulations and interference requirements in the different allocated wireless frequency bands. Transmit combiners allow the combination of multiple signals into one transmit antenna. RF receive filters are used to select intended signals and isolate these signals from unwanted interference and noise.  Duplexers are used to allow one antenna to both transmit and receive signals. Andrew is a leading supplier for in-cabinet application of filters and duplexers. For this application, filters and duplexers are incorporated into base station transceiver cabinets provided to OEMs for site installations.

To support more sophisticated antenna filtering applications and to improve overall performance and costs, Andrew is supplying integrated antenna combining units to leading OEMs. This product provides antenna-filtering functions for both transmitted and received signals and low power amplification for received signals.  These integrated antenna combining units also have control functions for antenna supervision.

Andrew also supplies tower-mounted amplifiers to OEMs and wireless operators that use these products to improve network performance. Tower-mounted amplifiers improve network performance by filtering and amplifying as close as possible to the actual receiving antenna, thus eliminating additional signal loss and noise.  For this application, integrated receiving filters and amplifiers are directly mounted at the top of the cell site tower.

Cable Products

Cable Products include coaxial cables, connectors, cable 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.  Andrew sells its semi-flexible and elliptical waveguide cable products under the trademarks HELIAX® and RADIAX®.

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In addition to bulk cable, the company provides cable connectors, accessories and assemblies marketed under the HELIAX® brand name. Coaxial cable connectors attach to cable and facilitate transmission line attachment to antenna and radio equipment. Andrew provides multiple connector families, including OnePiece™ and the new Positive Stop™ connectors. Cable accessories protect and facilitate installation of coaxial cable on cell site towers and into equipment buildings. Accessories include lightning surge protectors, hangers, adaptors and grounding kits, including Arrestor Plus®, ArrestorPortII™, KwikClamp™, SureGround™, and Compact SureGround™ lines. SureFlex™ coaxial cable assemblies, used to connect the main feeder cable line to the antenna, are made up of smaller sized HELIAX® cable and the Andrew patented SureFlex™ connectors.

The company provides a full range of products suitable for in-cabinet applications and a wide range of traditional cable assemblies utilizing solid copper, braid, semi-rigid and conformable cables, as well as some technically unique cables for special applications. The company also supplies assemblies for high power, low intermodulation distortion, and phase matched and fixed electrical lengths.   Andrew combines assemblies and supporting products according to customer specifications in “cabinet kits” to help reduce the OEM’s overall operational cost of building cabinets.

The company has recently started manufacturing coaxial cable and connectors for the broadband cable television market.  These products consist of hard-line trunk and distribution cables used to carry analog and digital signals from the fiber node to the broadband network for Hybrid Fiber Coax networks.   In November 2003, the company acquired the assets of Yantai Fine Cable, a Chinese manufacturer of broadband cable. This acquisition allows the company to offer drop cable, which connects the subscriber’s home equipment such as televisions and computers to the broadband network for a final end-to-end coaxial solution.

Andrew distinguishes itself from its competition by offering technically advanced and higher performance cable products. Two new innovative product offerings that the company has recently introduced are Coral™ and Andrew Virtual Air^TM (AVA) Cables. Coral™ provides unwavering electrical performance even after repeated bending. This cable is ideal for voice/data and Wi-Fi network applications. The cable’s design uses a new ultra-flexible corrugation technology allowing for more diverse site installations. This multi-purpose cable provides 100% shielding, lower intermodulation (IM) and system loss, and better return loss when compared to braided cable. Constructed with a continuous solid outer conductor, the cable and connectors are waterproof, ensuring that a system is reliable and consistent over time. AVA cables are now being manufactured in 7/8” and 1 5/8” diameters.  These cables offer the best attenuation performance in the wireless industry and lower system costs by utilizing smaller diameter cables.

Network Solutions

Network Solutions includes geolocation systems, engineering and consulting services, and test and measurement products.  Andrew is one of two recognized suppliers of network-based geolocation systems capable of providing wireless operators with the equipment and software necessary to locate wireless E-911 callers, as mandated by the Federal Communications Commission (FCC). Andrew believes its network-based GEOMETRIX product is capable of exceeding the accuracy and reliability requirements set by the FCC for E-911 networks. The system can locate calls that transition between analog and digital sites, and calls in which the caller is a subscriber, roamer or non-subscriber. The GEOMETRIX product can be used with all air interfaces including AMPS, TDMA, CDMA, GSM and iDEN, and requires no changes in wireless service and no modifications or replacement of existing handsets. In addition, the system was designed to accommodate a variety of location-based services, such as fleet management, concierge services, mobile commerce, wireless information directories and other location dependent services.

Included as part of Network Solutions are engineering and consulting services offered under the Comsearch name brand. Comsearch is a leading provider of frequency planning and microwave coordination services as well as wireless network design and field engineering services. These services are provided to operators to assist in determining and analyzing network coverage requirements based on area topography and demographics. Andrew engineering expertise in spectrum sharing, microwave interconnectivity and cell system design has enabled the company to obtain orders from most major domestic operators. The company’s spectrum sharing software is currently licensed and utilized by major operators and

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consultants to perform analysis in most domestic markets and its software for microwave interconnectivity is operational in Asia, Europe, North America and South America.

Andrew also provides INVEX3G^TM test equipment and SCOREBOARD^TM analysis software that measure and analyze radio transmission characteristics for optimization of wireless communications networks.

Wireless Innovations

Wireless Innovations products are used to extend the coverage of wireless networks in areas where signals are difficult to send or receive and include both complete systems and individual components. These products support coverage and capacity enhancement for both operators and OEMs. Andrew provides turnkey systems and customized product applications for major projects throughout the world such as highway tunnels, subway and railway systems, airports and convention centers. This group of products addresses five main applications: coverage solutions for 2G networks (road tunnels/railways/stadium/buildings), 3G network elements (Pico Node-B), 2G-2.5G-3G shared networks with neutral hosts, public safety wireless networks (Tetra-European standard public safety network), and distributed antenna systems to OEMs.

Andrew provides a full line of RF repeaters and optical distribution systems for use in wireless communications systems, where physical structures or geography cause low RF signal strengths. They can also be used as an efficient and low-cost alternative to base stations in areas where coverage is more critical than additional capacity. These products can be used for both single carrier and multi-carrier applications. The company’s systems are available in a wide frequency range from 450 MHz to 2100 MHz and support all wireless technologies.  Andrew’s systems have features and functions that allow operators to remotely monitor and adjust these systems.

Andrew offers a wide array of in-building coverage products consisting of both passive and active components that extend wireless network coverage into buildings and other areas where it is difficult to get wireless reception. The company’s active in-building products include Andrew’s Britecell®, a fiber optic based distributed antenna system.  Andrew’s passive in-building products include antennas, cable, hybrid couplers, combiners, power splitters, cable taps and termination loads.  Andrew Cell-Max™ antennas are especially designed for in-building use and are omnidirectional or directional, single or multibanded to provide high reliability and low cost.  Andrew’s Radiax® coaxial cables, connectors and accessories are especially designed for in-building coverage.  Radiax® is a coaxial cable with slots in the outer conductor that allow for RF coverage in buildings and tunnels. Andrew also offers small specialty cables that meet stringent fire codes and are flexible enough to bend around corners and over walls for in-building applications.

International Activities

Andrew’s international operations represent a substantial portion of its overall operating results and asset base.  Manufacturing facilities are located in Brazil, Canada, China, Czech Republic, France, Germany, India, Italy, Mexico, Scotland, and the United States.  Many of Andrew’s plants ship manufactured goods to export markets.

During fiscal 2003, sales of products exported from the United States or manufactured abroad were $568 million or 56% of total sales compared with $436 million or 50% of total sales in fiscal 2002 and $530 million or 57% of total sales in fiscal 2001. Exports from the United States amounted to $73 million in fiscal 2003, $38 million in fiscal 2002 and $40 million in fiscal 2001.  Fiscal 2003 export sales increased due mainly to the impact of the Celiant acquisition in 2002.  Fiscal year 2003 includes a full year of Celiant’s power amplifier sales, which included significant amounts of exports from the United States.  From 1995 through 1999, Andrew’s export sales annually were approximately $100 million. The company has seen export sales decrease since 1999 due to the expansion of the company’s international manufacturing capabilities, primarily in China.

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 “Segment and Geographic Information” note to the Consolidated Financial

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Statements included on page 51 of the 2003 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

Andrew’s wireless infrastructure sales organization is separated into groups that support worldwide OEM customers and regional operator customers.  Andrew currently supports major OEMs, with dedicated global account teams focused solely on each OEM.  These groups are responsible for all activity with these OEMs, including product design.  They are also responsible for the global coordination of the company’s relationship with these OEMs. The operator and local OEM sales force is organized by region, with teams divided between the Americas, EMEA (Europe, Middle East, and Africa), and Asia Pacific.  These regional teams are responsible for all accounts in the region, including the local offices of the worldwide OEMs, local OEMs, operators, and distributors.  In addition, the United States has a team of salespeople focused exclusively on the major U.S. operators.

Andrew also has sales teams in three specialty markets including satellite communications, mobile antennas, and broadband cable.  These specialty market teams are global in focus, with emphasis on their specific market and products.

Andrew’s sales force is responsible for relationship management and has a broad range of knowledge of Andrew’s entire product line.  Sales teams are trained to sell all of the company’s products.  When greater product knowledge is needed, the sales teams bring in technical marketing representatives from the appropriate product groups.  The sales team and technical marketing representative then work together to satisfy customer needs.

The company has a worldwide manufacturing and distribution network.  Many of the company’s manufacturing facilities also serve as distribution centers. The company has twenty facilities that are exclusively distribution centers, located in thirteen countries around the world.  These distribution centers allow the company to quickly and efficiently meet the demands of its global and regional customers.

Major Customers

The company’s largest customers are OEMs and wireless service providers. In fiscal 2003, aggregate sales to the ten largest customers accounted for 49% of total consolidated sales compared to 48% in 2002 and 44% in 2001.  Sales to Lucent Technologies were $165.4 million or 16% of the company’s total sales in fiscal 2003, compared to $94.8 million or 11% of total sales in 2002.  In fiscal 2001, no single customer made up 10% or more of the company’s total sales.  In the fourth quarter of 2003, AT&T Wireless also accounted for more than 10% of the company’s total sales.

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Manufacturing Locations

Andrew generally develops, designs, fabricates, manufactures and assembles the products it sells.  Manufacturing facilities are located worldwide, sharing a company-wide commitment to quality and continuous improvement.  Andrew has worked to ensure that its manufacturing processes and systems are based on the quality model developed by the International Organization for Standardization (ISO), and that identical management guidelines are used at different Andrew locations to produce interchangeable products of the highest quality.  Quality assurance teams oversee design, international standards adherence, and verification and control of processes.   To date, more than forty Andrew locations have received ISO 9000 certification, the most widely recognized standard for quality management.

With the acquisition of Allen, the company is currently in the process of integrating the manufacturing processes of both companies. These integration plans include combined sourcing of components and consolidation of manufacturing facilities.

Andrew’s major manufacturing facilities are as follows:

North America:  Orland Park, Illinois is Andrew’s principal manufacturing facility in the U.S. and is also the location of corporate headquarters.  The Orland Park facility manufactures HELIAX^® coaxial cable, connectors, accessories, cable assemblies, microwave transmission lines, broadcast transmission lines, base station antennas, and RADIAX^® radiating cables.  Other North American facilities include Whitby, Canada (cable assemblies and government antennas), Nogales, Mexico (multiband antennas) and Reynosa, Mexico, which was opened in 2003 for the manufacture of microwave and base station antennas.  The company’s power amplifier products are supplied by third-party contract manufacturers.

With the acquisition of Allen Telecom, the company acquired the following manufacturing facilities in North America: Dallas, Texas (base station antennas), Lynchburg, Virginia (geolocation systems), and Amesbury, Massachusetts (filters).  In November 2003, the company acquired selected assets of Channel Master LLC, a designer and manufacturer of DBS (Direct Broadcast Satellite) and VSAT (Very Small Aperture Terminal) antennas and products. As part of this acquisition, the company leased a portion of Channel Master’s manufacturing facility in Smithfield, North Carolina.

Asia Pacific:  The Suzhou, China manufacturing facility manufactures and delivers Andrew products to customers in Asia.  This facility manufactures HELIAX^® coaxial cable, connectors, accessories, cable assemblies, and base station antennas. In 1998, the company established a manufacturing facility in Goa, India, that manufactures HELIAX^® coaxial cable and microwave antennas.  The company added a filter manufacturing facility in Shenzhen, China as part of the Allen acquisition.

Europe:  The Lochgelly, Scotland manufacturing facility provides Andrew products for the European market. This facility manufactures HELIAX® coaxial cable, elliptical waveguide, connectors, accessories, and terrestrial microwave antennas.

During 2003, the company opened a new manufacturing facility in Brno, Czech Republic that manufactures cable assemblies, terrestrial microwave and GPS antennas.  The Allen acquisition added facilities in Agrate and Capriate, Italy (filters), Buchdorf, Germany and Pardubice, Czech Republic (repeaters and other wireless innovation products), Bordeaux, France (power amplifiers) and Faenza, Italy (fiber optic and in-building coverage systems).

South America:  Andrew’s Sorocaba, Brazil facility provides Andrew products for the Latin American market.  This facility manufactures Heliax® coaxial cable, connectors, accessories, cable assemblies, elliptical waveguide, base station antennas, and terrestrial microwave products.

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Raw Materials and Components

The company’s products are manufactured from both standard components and parts that are built to the company’s specifications by other manufacturers. The company uses various raw materials such as copper, aluminum and plastics in the manufacture of its products.  Copper, which is used to manufacture coaxial cable, represents a significant portion of the company’s costs and, as a result, the company is exposed to fluctuations in the price of copper.  In order to reduce this exposure, the company has negotiated copper purchase contracts with various suppliers to purchase most of its forecasted copper requirements for fiscal year 2004.  At September 30, 2003, the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.  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.

Some of the company’s products include specialized components manufactured by suppliers. Andrew is dependent upon a sole supplier for certain key components for its power amplifier operations. If this source is not able to provide these components in sufficient quantity and quality on a timely and cost-efficient basis, it could materially impact the company’s results of operations until another qualified supplier is found.  The company believes that its supply contracts and this supplier’s contingency plans mitigate some of this risk.

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 2003, 2002 and 2001, Andrew spent $84.2 million, $58.0 million and $39.9 million, respectively, on research and development activities.  A substantial amount of the 2002 and 2003 activities was focused on power amplifiers.

Intellectual Property and Intangible Assets

As of September 30, 2003, the company had $93.1 million of intangible assets, net of accumulated amortization, made up of patents, technology, supply agreements and various other intangible assets that the company has acquired through acquisitions. Almost all of these intangible assets relate to patents, patent applications and related technology acquired from Celiant and Allen Telecom.   Andrew’s internally developed intangible assets, such as patents, are not recorded on the balance sheet.  Andrew holds approximately 761 active patents, expiring at various times between 2003 and 2023.  Andrew attempts to obtain patent protection for significant developments whenever possible.  Andrew believes that, while patents and other intangible assets in aggregate are valuable to the company’s business, the company is not materially dependent on any one individual patent or intangible asset.

Competition

The company believes that it is the leading global supplier of communications products and systems to the wireless subsystem infrastructure market.  The company has the ability to provide total customer solutions, including virtually all components of a wireless base station that are outsourced by OEMs and wireless service providers.  This allows the company to better meet the performance and cost efficiency requirements of its customers who benefit from the availability of one-stop shopping for all of their wireless infrastructure needs.  The company also believes that it differentiates itself by offering superior product quality, service and continual technological enhancement.  While the company believes that few of its competitors can match its complete product offering, the company faces several strong competitors that compete with a significant portion of the company’s total product offering. In addition, there are a number of small independent companies that compete with portions of the company’s product lines.

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Representative competitors in the company’s five primary product groups are as follows:

Product Group	Representative Competitors
Antennas	Kathrein, RFS, EMS Technologies and LGP/Allgon
Base Station Subsystems	Powerwave, Remec, RFS, LGP/Allgon and Filtronic
Cable Products	RFS, NK, Huber + Suhner, Eupen, CommScope and Amphenol
Network Solutions	True Position, Qualcomm, Agilent Technologies and Comarco
Wireless Innovations	LGP/Allgon, LGC Wireless and RFS

Backlog and Seasonality

The company’s backlog of orders believed to be firm and due to ship within the next year and beyond was $327.3 million and $195.3 million in 2003 and 2002, respectively.  Due to the 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 sales and income.  These variations are expected to continue in the future.  Consequently, it is more meaningful to focus on annual rather than interim results.

Environment

Andrew is committed to demonstrating the highest standard of global environmental management and achieving environmental best practices.  Six locations have been awarded certifications for ISO 14001, an international standard for environmental management systems.  The company is committed to the continual improvement of its environmental management system and practices, including resource conservation and pollution prevention. 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 its financial condition.

Employees

At September 30, 2003, Andrew had 7,228 employees, 2,671 of whom were located in the United States.  Of these 7,228 employees, 1,017 employees were temporary workers, 182 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

Although Andrew is not directly regulated by any governmental agency in the United States, most of its customers and the telecommunications industry, in general, 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 certain products.  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, historically these regulations have not been detrimental to Andrew’s non-U.S. operations taken as a whole.

Certain of the company’s wireless communications products must conform to a variety of domestic, foreign and international regulatory specifications established to, among other things, maintain public safety, avoid interference among users of radio frequencies and permit interconnection of equipment.  Regulatory bodies worldwide have adopted and are adopting or revising standards for wireless communications products, which standards may change from time to time.  The emergence or evolution of regulations and industry standards for wireless products, through official standards committees or widespread use by operators, could require the company to modify its products.

Andrew’s business depends on the availability of radio frequencies to service providers for use in the operation of two-way wireless communications systems.  Radio frequencies are subject to extensive regulation under the laws of the United States, foreign laws and international treaties.  Each country has different regulations and regulatory processes for wireless communications equipment and uses of radio frequencies.  The regulatory environment in which the company’s customers operate is subject to significant change, the results and timing of which are uncertain.  The process of establishing new regulations for wireless frequencies and allocating such frequencies to service providers is complex and lengthy.  For example, in many countries, it may take several years before 3G wireless communications will be available to the public because of the need to: (i) determine what frequencies to use for the service; (ii) clear the necessary spectrum of its current users, if necessary; (iii) establish regulations for this new wireless service; (iv) auction the spectrum or otherwise determine the frequency licensees; and (v) build out the necessary infrastructure.  Andrew’s customers and potential customers may not be able to obtain spectrum licenses for their planned uses of the company’s equipment.  Failure by the regulatory authorities to allocate suitable, sufficient radio frequencies for such uses in a timely manner could deter potential customers from ordering the company’s products and seriously harm the company’s business.

Unlike calls placed from landline telephones in the U.S., calls for emergency assistance from wireless phones are not currently traceable to specific locations in many cases.  In response to this public safety issue, the FCC issued a series of orders requiring that service providers implement a system to locate callers.  Operators must choose between satisfying the FCC’s requirements under a handset-based approach or a network-based approach or petition the FCC for a waiver allowing an extension to implement a hybrid or different approach.  Implementation deadlines vary depending on the waivers and consent decrees granted by the FCC and whether the operator is choosing a network-based or a handset-based approach. Operators who have elected a network-based approach have petitioned the FCC for individual implementation deadlines that extend until February 2005.  Additionally, for wireless service providers who choose network-based solutions, the rules specify responsibilities for coverage areas once the local public E-911 service has requested this service.  Operators electing a handset-based approach are required to have a 95% penetration of all handsets with geolocation capability by December 31, 2005.  Some smaller service providers are seeking waivers and/or delays in the FCC’s implementation of these requirements.  Andrew offers a network-based system for locating wireless phone users making E-911 calls.  The company’s sales of this product will be affected by any changes in the FCC’s E-911 rollout or other requirements, by the decisions of service providers to use network-based, handset-based or other E-911 systems, and the timing of requests made by local public E-911 services.

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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 were $18.2 million in 2003, $15.4 million in 2002, and $9.8 million in 2001.  These contracts are typically less than 12 months in duration.

Available Information

The SEC maintains an internet site, www.sec.gov, through which you may access the company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and other information statements, as well as amendments to these reports.  In addition, the company makes these reports available free of charge on the company’s Internet website, www.andrew.com.

Andrew maintains a corporate governance page on the company’s website.  This website includes, among other items, the Andrew Corporation Operating Principles for the Board of Directors, charters of each committee of the Board, the Andrew Code of Conduct and information regarding the company’s Whistleblower Policy.  The corporate governance information can be found at www.andrew.com

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Item 2.  Properties

Andrew’s primary facilities are manufacturing and distribution centers, of which there are approximately forty locations worldwide.  Additionally, the company maintains over sixty sales, engineering, and operating offices worldwide.  Andrew’s corporate headquarters are located at the facility in Orland Park, Illinois.  All properties are in good condition and are suitable for the purposes for which they are used.  With the acquisition of Allen Telecom, the company is currently in the process of integrating the business processes and consolidating manufacturing and distribution facilities of both companies.  The following table shows the company’s significant facilities:

Location	Owned/Leased	Approximate Floor Area in Square Feet
Orland Park, Illinois	Owned	590,000
Dallas, Texas (2)	Leased	262,000
Addison, Illinois (1)	Leased	201,000
Richardson, Texas	Owned	100,000
Warren, New Jersey	Leased	93,000
Amesbury, Massachusetts (2)	Leased	78,000
Lynchburg, Virginia (2)	Owned	75,000
Burlington, Iowa (1)	Owned	70,000
Ashburn, Virginia (2)	Leased	67,400
U.S. subtotal		1,536,400
Suzhou, China	Owned	268,000
Lochgelly, Scotland	Owned/Leased	190,000
Brno, Czech Republic	Leased	176,000
Shenzhen, China (2)	Leased	171,000
Sorocaba,  Brazil	Owned	158,000
Reynosa, Mexico (3)	Owned/Leased	147,300
Reynosa, Mexico (2)	Owned	57,000
Campbellfield, Australia	Owned	115,000
Buchdorf, Germany (2)	Owned	108,700
Whitby, Canada	Owned	101,000
Capriate, Italy (2)	Leased	75,000
Goa, India	Leased	68,000
Nogales, Mexico	Leased	66,000
Agrate, Brianza, Italy (2)	Leased	64,000
Non-U.S. subtotal		1,765,000
TOTAL		3,301,400

(1)The company plans to offer for sale and/or vacate these locations in fiscal year 2004 as part of the company’s restructuring and integration plans.

(2)These facilities were acquired or leased as a result of the acquisition of Allen in July 2003.

(3)An additional facility of approximately 160,000 square feet is currently being constructed adjacent to the original facility in Reynosa.

Andrew owns approximately 400 acres of land.  Generally the company’s manufacturing and distribution facilities are located on this land.  Of this total, approximately 200 acres are unimproved, including 98 acres in Ashburn, Canada, used

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for operations of the Whitby, Canada facility.

Item 3.  Legal Proceedings

On December 11, 2001, a lawsuit was filed against Allen in the United States District Court for the District of Delaware by a competitor, TruePosition, Inc., and its subsidiary, KSI, Inc.  In their original complaint, the plaintiffs alleged that Allen, through its Grayson Wireless division, infringed three patents in connection with Allen’s GEOMETRIX wireless geolocation business.  On July 16, 2002, the plaintiffs amended their complaint to include four additional patents in the lawsuit.  In Allen’s answer to the original complaint, filed on January 18, 2002, and to the amended complaint, filed on July 30, 2002, it has denied all of the plaintiffs’ allegations and asserted a patent infringement counterclaim of one of Allen’s patents and asserted antitrust and business tort counterclaims based on plaintiffs’ bad faith initiation of the present litigation.  Allen and plaintiffs have agreed to withdraw claims of infringement with respect to three of plaintiffs’ seven patents in suit and Allen’s patent in suit.  The lawsuit relates to all of the geolocation products of Andrew’s Allen subsidiary, which products have accounted for approximately $221.7 million of Allen’s total sales since their introduction and approximately $167.9 million of Allen’s total sales for the fiscal year ended September 30, 2003.  Plaintiffs are seeking damages for lost profits, price erosion and royalties due to Allen’s alleged infringement and have requested that such damages be trebled as a result of alleged willful infringement by Allen.  The company believes that plaintiffs have suffered no damages.  Plaintiffs are also seeking to enjoin Allen’s alleged infringement.  A trial date of April 13, 2004 has been set.  Andrew believes that Allen has meritorious defenses against the claims asserted by the plaintiffs, and the company intends to vigorously defend the lawsuit.  There can be no assurance, however, that Andrew will ultimately prevail in this action. Whether Andrew ultimately wins or loses, litigation could be time-consuming and costly and injure the company’s reputation.  If the plaintiffs prevail in this action, Andrew may be required to pay a substantial judgment and/or negotiate royalty or license agreements with respect to the patents at issue, and may not be able to enter into such agreements on acceptable terms.  Any limitation on the company’s ability to provide a service or product could cause the company to lose revenue-generating opportunities and require Andrew to incur additional expenses, either of which could have a material adverse effect on the company’s business.  Andrew may also be required to indemnify its customers for any expenses or liabilities resulting from the claimed infringements.  These potential costs and expenses, as well as the need to pay any damages awarded in favor of the plaintiffs, which may be material in amount, could increase Andrew’s selling, general and administrative expenses, reduce the company’s income and adversely affect the company’s liquidity.

On December 12, 2003, Antel Holding, Ltd. (Antel) a subsidiary of Group Menetap, Ltd., filed a Notice of Arbitration and Statement of Claim with the American Arbitration Association. The claim relates to the purchase by Antel of the company’s interest in certain Russian ventures pursuant to a Share Purchase and Sale Agreement dated November 5, 2001.  The Statement of Claim asserts that the company breached warranties and representations in connection with the sale and that Antel was thereby damaged in an amount to be proven up to the indemnification limit of $40 million. The company believes that the Claim is without merit and intends to defend the matter vigorously.

The company is also a party to various other legal proceedings, lawsuits and other claims arising in the ordinary course of its business.  The company does not believe that such other litigation, if adversely determined, would have a material effect on the company’s business, financial position, results of operations or cash flow.

Item 4.  Submission of Matters to a Vote of Security Holders

(a) The company held a special meeting of stockholders on July 15, 2003.

(c) The following proposals were approved by a vote of stockholders at this meeting:

1. Proposal to approve the issuance of shares of Andrew common stock and Andrew Series A 7.75% Convertible Preferred Stock in connection with the merger of Allen Telecom Inc. with and into Adirondacks, LLC, a wholly owned subsidiary of Andrew, as contemplated by the Agreement and Plan of Merger among Andrew, Adirondacks and Allen.  This proposal was approved by a vote of

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	71,414,581 shares for, 1,982,955 shares against and 632,194 shares withheld.
2.	Proposal to amend the certificate of incorporation of Andrew Corporation to authorize the creation of a Series A 7.75% Convertible Preferred Stock.  This proposal was approved by a vote of 71,164,150 shares for, 2,210,374 shares against and 655,206 shares withheld.
3.	Proposal to amend the certificate of incorporation of Andrew Corporation to increase the maximum size of the Andrew board of directors from 11 to 13.  This proposal was approved by a vote of 70,676,336 shares for, 2,704,732 shares against and 648,662 shares withheld.
4.	Proposal to approve adjournments or postponements of the Andrew special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Andrew special meeting to approve the above proposals.  This proposal was approved by a vote of 53,587,582 shares for, 19,308,840 shares against and 1,132,458 shares withheld.

Additional Item - Corporate Officers of the Registrant

Information concerning this item is incorporated herein by reference to the 2003 Annual Report to Stockholders, pages 70 through 71, and filed herein as Exhibit 13.

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, under the symbol ANDW.

Andrew had 4,214 holders of common stock of record at December 12, 2003.

Information concerning the company’s stock price during the years ended September 30, 2003 and 2002 is incorporated herein by reference from Andrew’s 2003 Annual Report to Stockholders, page 52.  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 on common stock in the foreseeable future.

Long-term debt agreements include restrictive covenants that, among other things, restrict dividend payments.  At September 30, 2003, $643 million of retained earnings was not restricted from use for such payments.

The company issued $240.0 million of ten-year, 3.25% convertible notes in the fourth quarter of 2003. The company received net proceeds of $233.1 million after issuance costs of $6.9 million. The company used $49.6 million of these net proceeds to repurchase 5.0 million shares of the company’s common stock. The company used an additional $10.0 million of net proceeds to repay outstanding short-term indebtedness. The company intends to use the balance of the net proceeds to fund working capital, capital expenditures and other general corporate purposes, including the possible repurchase of additional common stock. Pending the use of such net proceeds, the company intends to invest these funds in investment-grade interest bearing securities.

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Item 6-Selected Financial Data

Selected financial data for the last eleven fiscal years is incorporated herein by reference to the 2003 Annual Report to Stockholders, pages 54 and 55.

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 2003 Annual Report to Stockholders, pages 17 through 26.

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 as follows:

Interest Rate Risk The company had $319.1 million in debt outstanding at September 30, 2003 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 $5.3 million or 1.7% of the company’s total debt. A 100 basis point increase in interest rates would not have a material effect on the company’s financial position, results of operations or cash flows.  Andrew currently does not use derivative instruments to manage its interest rate risk.

Foreign Currency Risk  The company’s international operations represent a substantial portion of its overall operating results and asset base. In many cases, the company’s products are produced at manufacturing facilities in foreign countries to support sales in those markets. During fiscal year 2003, sales of products exported from the United States or manufactured abroad were 56% of total sales. The company’s identifiable foreign exchange rate exposures result primarily from accounts receivable from customer sales, anticipated purchases of product from affiliates and third-party suppliers and the repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies.  The company primarily manages its foreign currency risk by making use of naturally offsetting positions that include the establishment of local manufacturing facilities that conduct business in local currency. The company also selectively utilizes derivative instruments such as forward exchange contracts to manage the risk of exchange fluctuation.  These instruments held by the company are not leveraged and are not held for trading or speculative purposes.

Commodity Risk  The company uses various metals in the production of its products. Copper, which is used to manufacture coaxial cable, is the most significant of these metals.  As a result, the company is exposed to fluctuations in the price of copper.  In order to reduce this exposure, the company has entered into contracts with various suppliers to purchase almost all of its forecasted copper requirements for fiscal year 2004. At September 30, 2003 the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.

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 2003 Annual Report to Stockholders, pages 27 through 53.

Item 9-Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A-Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

As of September 30, 2003 the company’s management, including its Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of the company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934.  Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures are adequate and effective

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and that no changes are required at this time.

Changes in Internal Controls:

In connection with the evaluation by management, including its Chief Executive Officer and Chief Financial Officer, of the company’s internal control over reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during the fiscal year ended September 30, 2003 were identified that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

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 2003 Proxy Statement under the caption “Election of Directors.”

Information concerning compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the company’s 2003 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 - Corporate Officers of the Registrant.”

Information concerning Andrew’s Code of Ethics is incorporated herein by reference from the company’s 2003 Proxy Statement under the caption “Corporate Governance Policies and Practices.”

Item 11-Executive Compensation

Information concerning management and director compensation is incorporated herein by reference from the company’s 2003 Proxy Statement under the captions “Director Compensation” and “Executive Compensation.”

Item 12-Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder matters

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the company’s 2003 Proxy Statement under the caption “Ownership of Andrew Common Stock.”

Information concerning related stockholder matters is incorporated herein by reference from the company’s 2003 Proxy Statement under the caption “Equity Compensation Plan Information.”

Item 13-Certain Relationships and Related Transactions

None

PART IV

Item l4- Principal Accountant Fees and Services

Information concerning fees and services of the company’s principal accountant is incorporated herein by reference from the company’s 2003 Proxy Statement under the caption “Appointment of Independent Auditors.”

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Item l5-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 2003 Annual Report to Stockholders are incorporated by reference from the 2003 Annual Report to Stockholders into Item 8 above:

Consolidated Statements of Operations years ended September 30, 2003, 2002 and 2001	page 27
Consolidated Balance Sheets September 30, 2003 and 2002	page 28-29
Consolidated Statements of Cash Flows years ended September 30, 2003, 2002 and 2001	page 30
Consolidated Statements of Stockholders’ Equity years ended September 30, 2003, 2002 and 2001	page 31
Notes to Consolidated Financial Statements	page 32
Selected Quarterly Financial Information (Unaudited)	page 52
Report of Independent Auditors	page 53

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(a)(2) Financial Statement Schedule

Column A	Column B	Column C				Column D		Column E
		Additions				Deductions		Balance at end ofof period
	Balance at beginningof period	Charged tocosts & expenses	Balance acquired fromAllen Telecom	Charged to otheraccounts
Year Ended September 30, 2003
Allowance for doubtful accounts	6,516	3,473	2,597	423	(1)	(2,347	)(2)	10,662
Inventory reserves	11,919	1,747	32,688	—		(2,823	)(3)	43,531
Deferred tax assets valuation allowance	2,678	9,491	6,520	—		(2,633	)(4)	16,056
Year Ended September 30, 2002
Allowance for doubtful accounts	4,053	4,434	—	1,741	(1)	(3,712	)(2)	6,516
Inventory reserves	12,741	5,182	—	—		(6,004	)(3)	11,919
Deferred tax assets valuation allowance	—	2,678	—	—		—		2,678
Year Ended September 30, 2001
Allowance for doubtful accounts	2,913	3,192	—	228	(1)	(2,280	)(2)	4,053
Inventory reserves	10,366	6,435	—	—		(4,060	)(3)	12,741

(1)Collection of accounts receivable charged against allowance

(2)Accounts receivable charged to allowance

(3)Inventory disposals

(4)Deferred tax assets utilized

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(a)(3) Exhibit Index:

Exhibit No.	Description	Reference
3.1	Restated Certificate of Incorporation	Filed as Exhibit 4.1 to Form S-8 filed on July 22, 2003 and incorporated herein by reference. (SEC File No. 333-107243)
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	Note Assumption and Exchange Agreement dated as of July 15, 2003	Filed as Exhibit 4.3 to Form S-3 dated October 28, 2003 and incorporated herein by reference. (SEC File No. 33-110014)
4.4	Stockholder Rights Agreement Dated November 14, 1996	Filed under Item 5 of Form 8-K dated November 14, 1996 and incorporated herein by reference. (SEC File No. 000-09514)
4.5	Registration Rights Agreement dated as of June 4, 2002 between Andrew Corporation and each of the stockholders named therein.	Filed as Exhibit 4.1 to Form S-3 dated August 19, 2002 and incorporated herein by reference.
4.6	Indenture, dated as of August 8, 2003, between the Registrant and BNY Midwest Trust Company, as Trustee	Filed as Exhibit 4.6 to Form S-3 dated October 28, 2003 and incorporated herein by by reference (SEC File No. 333-110014)
4.7	Form of 3 1/4% Convertible Subordinated Note due 2013 (included as Exhibit A to the Indenture filed as Exhibit 4.6)	Filed as Exhibit 4.7 to Form S-3 dated October 28, 2003 and incorporated herein by reference (SEC File No. 333-110014)
4.8	Registration Rights Agreement, dated as of August 8, 2003, among the Registrant and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citigroup Global Markets Inc.,as representatives of the Initial Purchasers	Filed as Exhibit 4.8 to Form S-3 dated October 28, 2003 and incorporated herein by reference (SEC File No. 333-110014)

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Exhibit No.	Description	Reference
10.1*	Executive Severance Benefit Plan Agreement with Floyd L. English	Filed as Exhibit 10(a) to Form 10-Q for fiscal quarter ended June 30, 1996 and incorporated herein by reference. (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 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)
10.4*	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.  (SEC File No. 000-09514)
10.5*	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.
10.6*	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.
10.7*	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)
10.8*	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.
10.9	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)
10.10	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)

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Exhibit No.	Description	Reference
10.11	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.
10.12	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.
10.13	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.
10.14*	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.
10.15+	Supply Agreement dated as of April 3, 2003 between Lucent Technologies Inc. and Celiant Corporation.	Filed as Exhibit 99.1 to Form 8-K file on April 9, 2003 and incorporated herein by reference. (SEC File No 001-14617)
10.16*	Allen Telecom Inc. Employee Before-Tax Savings Plan	Filed as Exhibit 4.4 to Form S-8 filed on August 1, 2003 and incorporated herein by reference (SEC File No. 333-107550)
10.17*	Allen Telecom Inc. Amended and Restated 1992 Stock Plan	Filed as Exhibit 4.5 to Form S-8 filed on August 1, 2003 and incorporated herein by reference (SEC File No. 333-107550)
10.18*	Allen Telecom Inc. Amended and Restated 1994 Non-Employee Director Stock Plan	Filed as Exhibit 4.6 to Form S-8 filed on August 1, 2003 and incorporated herein by reference (SEC File No. 333-107550)

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Exhibit No.	Description	Reference
10.19*	Executive Severance Benefit Plan Agreement with Ralph E. Faison	Filed as Exhibit 10.19 herein
10.20*	Executive Severance Benefit Plan Agreement with Marty R. Kittrell	Filed as Exhibit 10.20 herein
10.21*	Executive Severance Benefit Plan Agreement with Karen Quinn-Quintin	Filed as Exhibit 10.21 herein
10.22*	Executive Severance Benefit Plan Agreement with J.C. Huang	Filed as Exhibit 10.22 herein
10.23*	Executive Severance Benefit Plan Agreement with Paul R. Cox	Filed as Exhibit 10.23 herein
10.24	First amendment to amended and restated credit agreement Dated June 30, 2003	Filed as Exhibit 10.24 herein
10.25	Second amendment to amended and restated credit agreement dated August 4, 2003	Filed as Exhibit 10.25 herein
12	Statement regarding ratio of earnings/(loss) to fixed charges	Filed as Exhibit 12 herein
13	2003 Annual Report to Stockholders	Pages 17 through 55 and pages 70 through 71 of the 2003 Annual Report to Stockholders, which are expressly incorporated herein by reference.
21	List of Significant Subsidiaries	Filed as Exhibit 21 herein
23	Consent of Independent Auditors	Filed as Exhibit 23 herein
31.1	Certification by Ralph E. Faison pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed as Exhibit 31.1 herein
31.2	Certification by Marty R. Kittrell pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed as Exhibit 31.2 herein
32	Section 1350 Certification	Filed as Exhibit 32 herein

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*Indicates compensatory plan

+Portions of this exhibit have been omitted pursuant to the Commission’s grant of a request for confidential treatment.

(b) Reports on Form 8-K

On August 6, 2003, the company filed under Items 5 and 7 of Form 8-K. The Form 8-K contained a press release announcing an agreement to sell convertible subordinated notes.

On August 5, 2003, the company filed under Items 5 and 7 of Form 8-K. The Form 8-K contained two press releases.  The first press release announced the Company’s proposed sale of convertible subordinated notes. The second press release announced the Company’s additional share repurchase program.

On August 4, 2003, the company filed under Item 7 of Form 8-K/A. The Form 8-K/A replaced the Item 7 information contained in the Form 8-K filed July 17, 2003 and contained certain unaudited condensed consolidated pro forma financial information of the Company reflecting the Allen acquisition.

On July 31, 2003, the company furnished a report under Items 12 and 7 of Form 8-K. The 8-K contained a press release regarding financial results for both Andrew’s and Allen Telecom, Inc.’s June 2003, as well as a transcript of the conference call presentation that followed the press release.

On July 21, 2003, the company filed under Items 5 and 7 of Form 8-K.  The 8-K contained two press releases.  The first press release announced that Andrew’s Vice Chairman and Chief Financial Officer, Charles R. Nicholas, will succeed Dr. Floyd L. English as Chairman of the Andrew Board upon Dr. English’s retirement after the annual meeting in February 2004. In addition this press release announced the appointment of Philip Wm. Colburn and Robert G. Paul to Andrew’s Board of Directors. The second press release announced that Andrew’s Board of Directors has elected Marty R. Kittrell as Andrew’s new Chief Financial Officer effective October 1, 2003.

On July 17, 2003, the Company filed under Items 2 and 7 of Form 8-K.  The 8-K contained a press release announcing that the Company had completed its merger with Allen Telecom Inc.

25

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 19, 2003.

Andrew Corporation
By	/s/ Ralph E. Faison
	Ralph E. Faison
	President and Chief
	Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 19, 2003 by the following persons on behalf of the Registrant in the capacities indicated.

By	/s/	Ralph E. Faison	/s/	Marty R. Kittrell
		Ralph E. Faison		Marty R. Kittrell
		President and Chief		Chief Financial Officer
		Executive Officer		(Principal Financial Officer)
		(Principal Executive Officer)
	/s/	Mark A. Olson	/s/	Floyd L. English
		Mark A. Olson		Floyd L. English
		Vice President, Corporate		Chairman
		Controller and Chief Accounting
		Officer
		(Principal Accounting Officer)
	/s/	Charles R. Nicholas	/s/	John G. Bollinger
		Charles R. Nicholas		John G. Bollinger
		Vice Chairman		Director
	/s/	Philip W. Colburn	/s/	Thomas A. Donahoe
		Philip W. Colburn		Thomas A. Donahoe
		Director		Director
	/s/	Jere D. Fluno	/s/	William O. Hunt
		Jere D.Fluno		William O. Hunt
		Director		Director
	/s/	Robert G. Paul	/s/	Gerald A. Poch
		Robert G. Paul		Gerald A. Poch
		Director		Director
	/s/	Glen O. Toney	/s/	Dennis L. Whipple
		Glen O. Toney		Dennis L. Whipple
		Director		Director

26

EXHIBIT INDEX

Item Number	Description
10.19	Executive Severance Benefit Plan Agreement with Ralph E. Faison
10.20	Executive Severance Benefit Plan Agreement with Marty R. Kittrell
10.21	Executive Severance Benefit Plan Agreement with Karen Quinn-Quintin
10.22	Executive Severance Benefit Plan Agreement with J.C. Huang
10.23	Executive Severance Benefit Plan Agreement with Paul R. Cox
10.24	First amendment to amended and restated credit agreement dated June 30, 2003
10.25	Second amendment to amended and restated credit agreement dated August 4, 2003
12	Ratio of earnings to fixed charges
13	2003 Annual Report to Stockholders, pages 17 through 55 and pages 70 through 71
21	List of Significant Subsidiaries
23	Consent of Independent Auditors
31.1	Certification by Ralph E. Faison pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Marty R. Kittrell pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Section 1350 Certification

27

EX-10.19

Exhibit 10.19

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation, a Delaware corporation (the “Company”), and Ralph E. Faison (the “Executive”).

W I T N E S S E T H:

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

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

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

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

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

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

5.Beneficiary.  The Executive hereby designates his primary beneficiary(ies) as                                                       , who will receive any unpaid benefit payments in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to                                                        as secondary beneficiary(ies).  If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries’ names.  Except as required by applicable law, the Executive’s beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits.

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

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

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

	ANDREW CORPORATION
/s/ Ralph E. Faison	By	/s/ Charles R. Nicholas
Ralph E. Faison		Charles R. Nicholas
President and Chief Executive Officer		Vice Chairman

EX-10.20

Exhibit 10.20

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation, a Delaware corporation (the “Company”), and Marty R. Kittrell (the “Executive”).

W I T N E S S E T H:

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

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

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

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

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

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

5.Beneficiary.  The Executive hereby designates his primary beneficiary(ies) as Jane D. Kittrell, who will receive any unpaid benefit payments in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to Jane Elizabeth and Jessica Lauren Kittrell as secondary beneficiary(ies).  If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries’ names.  Except as required by applicable law, the Executive’s beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits.

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

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

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

	ANDREW CORPORATION
/s/ Marty R. Kittrell	By	/s/ Ralph E. Faison
Marty R. Kittrell		Ralph E. Faison
Chief Financial Officer		President and Chief Executive Officer

EX-10.21

Exhibit 10.21

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation, a Delaware corporation (the “Company”), and Karen Quinn-Quintin (the “Executive”).

W I T N E S S E T H:

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

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

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

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

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

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

5.Beneficiary.  The Executive hereby designates his primary beneficiary(ies) as                                               , who will receive any unpaid benefit payments in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to                                                      as secondary beneficiary(ies).  If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries’ names.  Except as required by applicable law, the Executive’s beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits.

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

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

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

	ANDREW CORPORATION
/s/ Karen Quinn-Quintin	By	/s/ Ralph E. Faison
Karen Quinn-Quintin		Ralph E. Faison
Vice President and Chief Human Resources Officer		President and Chief Executive Officer

EX-10.22

Exhibit 10.22

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation, a Delaware corporation (the “Company”), and J. C. Huang (the “Executive”).

W I T N E S S E T H:

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

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

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

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

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

(b)in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility

therefor, will be effective prior to the expiration of the 48-consecutive-month period following the date of the Change in Control.

5.Beneficiary.  The Executive hereby designates his primary beneficiary(ies) as Kathryn S.H. Huang, who will receive any unpaid benefit payments in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to Justin T. and Trevor T. Huang as secondary beneficiary(ies).  If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries’ names.  Except as required by applicable law, the Executive’s beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits.

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

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

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

	ANDREW CORPORATION
/s/ John C. Huang	By	/s/ Ralph E. Faison
J. C. Huang		Ralph E. Faison
Chief Technology and Strategy Officer		President and Chief Executive Officer

ELECTION OF INSTALLMENTS

I hereby elect to receive my Plan benefits in installment payments pursuant to the terms of Section 9 of the Plan.

 /s/ J.C. Huang

J. C. Huang

EX-10.23

Exhibit 10.23

ANDREW CORPORATION

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

THIS AGREEMENT made as of 8 May 2001, between Andrew Corporation, a Delaware corporation (the “Company”), and Paul R. Cox (the “Executive”).

W I T N E S S E T H:

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

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

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

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

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

(b)in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility

therefor, will be effective prior to the expiration of the 48-consecutive-month period following the date of the Change in Control.

5.             Beneficiary.  The Executive hereby designates his primary beneficiary(ies) as Cynthia W. Cox, who will receive any unpaid benefit payments in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid to the estate of Paul R. Cox as secondary beneficiary(ies).  If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries’ names.  Except as required by applicable law, the Executive’s beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits.

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

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

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

	ANDREW CORPORATION
/s/ Paul R. Cox	By	/s/ Guy M. Campbell
Paul R. Cox		Guy M. Campbell
Group President,		President and
Communication Products		Chief Executive Officer

EX-10.24

Exhibit 10.24

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2003 ( the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), (ii) the various financial institutions as are now parties to the Amended and Restated Credit Agreement (collectively, the “Lenders”), (iii) BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders, (iv) LASALLE NATIONAL BANK ASSOCIATION,  as syndication agent (the ‘Syndication Agent”) and U.S. BANK NATIONAL ASSOCIATION,  as documentation agent (the “ Documentation Agent”).

R E C I T A L S:

A.The Company, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent entered into that Amended and Restated certain Credit Agreement, dated as of December 19, 2002 (the “Credit Agreement”).

B.Borrowers have requested that the Lenders and the Administrative Agent enter into this Amendment in order to make certain amendments to the Credit Agreement as provided herein.

C.Capitalized terms used herein and not otherwise defined shall have the meanings provided for in the Credit Agreement.

D.In consideration of the mutual agreements contained herein the parties hereto agree as follows:

1.AMENDMENT

Upon satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is amended as follows:

1.1Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions of “Allen Telecom”, “Allen Telecom Acquisition”, “Allen Telecom Closing”, “Consolidated Senior Debt”, Consolidated Senior Debt to EBITDA Ratio”, “Consolidated Tangible Net Worth”, “IRB Letters of Credit” and “Subordinated Debt” in appropriate alphabetical order:

““Allen Telecom”  means Allen Telecom Inc., a Delaware corporation.”

““Allen Telecom Acquisition”  means the acquisition by a wholly-owned Subsidiary of the Company of substantially all of the assets or all of the capital stock of Allen Telecom.”

““Allen Telecom Closing Date”  means the date on which all conditions precedent to the Allen Telecom Acquisition have been satisfied and the Allen Telecom Acquisition has been consummated.”

““Consolidated Senior Debt”  means, with respect to any Person at any date of determination thereof, Consolidated Total Debt of such Person, less such portion, if any, of the Consolidated Total Debt of such Person that is comprised of Subordinated Debt issued upon terms and conditions and pursuant to documentation in form and content acceptable to the Administrative Agent.”

““Consolidated Senior Debt to EBITDA Ratio”  means, with respect to any Person at any time of determination thereof, the ratio of (i) Consolidated Senior Debt of such Person, to (ii) Consolidated EBITDA of such Person for the four immediately preceding Fiscal Quarters.”

““Consolidated Tangible Net Worth”  means, with respect to any Person at any date of determination thereof, (i) Consolidated Net Worth of such Person on that date, less (ii) all assets of such Person and its consolidated Subsidiaries as are properly classified as intangible assets in accordance with GAAP, including customer lists, goodwill, copyrights, trade names, trademarks, patents, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.”

““IRB Letters of Credit”  means, collectively, the three irrevocable letters of credit issued by LaSalle Bank National Association, each dated December 24, 2001, naming Bank One, Michigan, as successor Trustee, as beneficiary, which irrevocable letters of credit are designated as No. S532616 in the stated amount of $4,118,357, No. S532618 in the stated amount of $5,147,946 and No. S532619 in the stated amount of $3,088,768, as the same may from time to time be modified, amended or extended.”

““Subordinated Debt”  means Indebtedness subordinated to the Obligations.”

1.2Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Applicable Commitment Fee Percentage” in its entirety to read as follows:

““Applicable Commitment Fee Percentage”  shall mean, for any Fiscal Quarter, the percentage set forth below opposite the Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

2

Consolidated Total Debt to EBITDA Ratio	Applicable Commitment Fee Percentage
equal to or greater than 2.25 to 1.0	0.45	%
less than 2.25 to 1.0, but equal to or greater than 1.75 to 1.0	0.40	%
less than 1.75 to 1.0, but equal to or greater than 1.25 to 1.0	0.35	%
less than 1.25 to 1.0 but equal to or greater than 0.75 to 1.0	0.30	%
less than 0.75 to 1.0	0.25	%

For purposes of the foregoing, the Applicable Commitment Fee Percentage at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of the last day of the most recently ended Fiscal Quarter and any change in the Applicable Commitment Fee Percentage shall, except as otherwise provided herein, become effective for all purposes on the date the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be provided for the applicable fiscal period; provided, however, that until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending December 31, 2002, the Applicable Unused Fee Percentage shall be 0.35%; further provided, however, that effective as of the Allen Telecom Closing Date and until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(k) in connection with the Allen Telecom Acquisition, but shall in all events be deemed to be not less than 1.75 to 1.0, further provided, however, that in the event that the Company or any of its Subsidiaries issues any Subordinated Debt, from the date of the of the issuance thereof and until the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(1) in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any time during which the Company has failed to deliver the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed, solely for purposes of this definition, to be greater than 2.25 to 1.0 until such certificate and the applicable financial statements are delivered.”

3

1.3Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Applicable Margin” in its entirety to read as follows:

““Applicable Margin” means, for any Fiscal Quarter, the margin set forth below opposite the Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

Consolidated Total Debt to EBITDA Ratio	Applicable Margin for Eurocurrency Rate Loans		Applicable Margin For Base Rate Loans
equal to or greater than 2.25 to 1.0	2.25	%	0.75	%
less than 2.25 to 1.0, but equal to or greater than 1.75 to 1.0	2.00	%	0.50	%
less than 1.75 to 1.0, but equal to or greater than 1.25 to 1.0	1.75	%	0.25	%
less than 1.25 to 1.0 but equal to or greater than 0.75 to 1.0	1.50	%	0	%
less than 0.75 to 1.0	1.125	%	0	%

For purposes of the foregoing, the Applicable Margin at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of the last day of the most recently ended Fiscal Quarter and any change in the Applicable Margin shall become effective for all purposes on the date the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be provided for the applicable fiscal period; provided, however, that until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending December 31, 2002, the Applicable Margin for Eurocurrency Rate Committed Loans shall be 1.75% and the Applicable Margin for Base Rate Loans shall be 0.25%; further provided, however, that effective as of the Allen Telecom Closing  Date and until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(k) in connection with the Allen Telecom Acquisition, but shall in all events be deemed to be not less than 1.75 to 1.0, further provided, however, that in the event that the Company or any of its Subsidiaries issues any Subordinated Debt, from the date of the of the issuance thereof and until the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate

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delivered pursuant to Section 6.1.1(1) in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any time during which the Company has failed to deliver the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed, solely for purposes of this definition, to be greater than 2.25 to 1.0 until such certificate and the applicable financial statements are delivered.”

1.4Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Consolidated Capital Expenditures” in its entirety to read as follows:

““Consolidated Capital Expenditures” means, with respect to any Person for any period of determination, all payments, including without limitation, payments with respect to Capital Lease Obligations, for any fixed assets or improvements, or replacements, substitutions or additions thereto, that have a useful life of more than one year and which are required to be capitalized under GAAP and, with respect to Allen Telecom from and after the Allen Telecom Closing Date, if the applicable period of determination includes any period of time prior to the Allen Telecom Closing Date, Consolidated Capital Expenditures of the Company shall include the Consolidated Capital Expenditures of Allen Telecom for such period of time prior to the Allen Telecom Closing Date, as is included in the applicable period of determination, all as determined in accordance with GAAP.”

1.5Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Consolidated EBITDA” in its entirety to read as follows:

““Consolidated EBITDA” means, with respect to any Person for any period of determination, Consolidated Operating Income of such Person for such period, plus, without duplication, (i) depreciation, (ii) amortization and (iii) interest income of such Person and its consolidated Subsidiaries and, in the case of the Company, all non-cash restructuring charges incurred in connection with the Allen Telecom Acquisition  for such period and, with respect to Allen Telecom from and after the Allen Telecom Closing Date, if the applicable period of determination includes any period of time prior to the Allen Telecom Closing Date, Consolidated EBITDA of the Company shall be calculated by adding to the Consolidated Operating Income of Allen Telecom the depreciation, amortization and interest income of Allen Telecom for such period of time prior to the Allen Telecom Closing Date as is included in the applicable period of determination, all as determined on a consolidated basis in accordance with GAAP.”

1.6Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Consolidated Fixed Charge Coverage Ratio” in its entirety to read as follows:

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““Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person for any period of determination, the ratio of (i) the remainder of (x) Consolidated EBITDA for the four immediately preceding Fiscal Quarters, minus (y) Consolidated Capital Expenditures for the four immediately preceding Fiscal Quarters, to (ii) the sum of (A) cash payments of Consolidated Interest Charges for the four immediately preceding Fiscal Quarters, plus (B) scheduled principal payments to be made on any items of the types described in clauses (a), (c) or (f) of the definition of Indebtedness of such Person during the four immediately succeeding Fiscal Quarters, plus (c) all cash dividends paid in respect of the capital stock of such Person during the four immediately preceding Fiscal Quarters.”

1.7Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Consolidated Operating Income” in its entirety to read as follows:

““Consolidated Operating Income” means, with respect to any Person for any period of determination, the operating income of such Person and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, and with respect to Allen Telecom from and after the Allen Telecom Closing Date, if the applicable period of determination includes any period of time prior to the Allen Telecom Closing Date, Consolidated Operating Income of the Company shall include the operating income of Allen Telecom for such period of time prior to the Allen Telecom Closing Date as is included in the applicable period of determination, all as determined in accordance with GAAP.”

1.8Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Consolidated Interest Charges” in its entirety to read as follows:

““Consolidated Interest Charges” means, with respect to any Person, for any period of determination, the sum of (a) all interest, premium payments, fees, charges and related expenses of such Person and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of such Person and its Subsidiaries with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP and, with respect to Allen Telecom from and after the Allen Telecom Closing Date, if the applicable period of determination includes any period of time prior to the Allen Telecom Closing Date, Consolidated Interest Charges of the Company shall include all items of the types described in the foregoing clauses (a) and (b) of Allen Telecom for such period of time prior to the Allen Telecom Closing Date as is included in the applicable period of determination, all as determined in accordance with GAAP.”

1.9Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “L/C Issuer” in its entirety to read as follows:

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““L/C Issuer” means (i) LaSalle Bank National Association in its capacity as issuer of Letters of Credit hereunder consisting solely of the IRB Letters of Credit, and (ii) Bank of America in its capacity as issuer of all Letters of Credit hereunder, other than the IRB Letters of Credit, or any successor issuer of Letters of Credit hereunder.”

1.10Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Letter of Credit Sublimit” in its entirety to read as follows:

““Letter of Credit Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $50,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.”

1.11Section 2.3 of the Credit Agreement is hereby amended by adding the following thereto as Section 2.3(1):

“(1)IRB Letters of Credit.  From and after the Allen Telecom Closing Date, the IRB Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement and subject to the terms and conditions hereof.  Borrowers acknowledge and agree that in the event there is an express conflict between the terms of this Agreement and the terms of any Reimbursement Agreement between any Obligor and LaSalle Bank National Association relating to any IRB Letters of Credit, including, but not limited to, the reimbursement obligations of any Obligor with respect thereto or the fees payable by any Obligor in connection therewith, the terms of this Agreement shall govern and control.”

1.12Article II of the Credit Agreement is hereby amended by adding the following thereto as Section 2.13:

“2.13Increase in Commitments.

“(a)Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may, from time to time through and including December 19, 2004, request an increase in the Aggregate Commitments by a minimum principal amount (for all such requests) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $15,000,000.  At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.  The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder.  To

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achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees acceptable to the Administrative Agent and the Borrowers to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

“(b)If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date.  As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Sections 5.5 and 5.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1.1, and (B) no Default exists.  The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.

“(c)This Section shall supersede any provisions in Sections 2.13 or 9.1 to the contrary.  Section 2.13 is sharing of payments and section 9.1 is voting on amendments.”

1.13Section 6.1.1 of the Credit Agreement is hereby amended by deleting the word “and” at the end of subsection (i) thereof, substituting a semicolon for the period appearing at the end of subsection (j) thereof and adding the following thereto as subsections (k) and (l):

“(k)on or before the Allen Telecom Closing Date, a Compliance Certificate executed by the chief financial officer or treasurer (or, if none, the chief financial Authorized Corporate Officer) of the Company, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance, on a pro forma  basis giving effect to the Allen Telecom Acquisition (calculated on the basis of March 31, 2003 financial statements), with the financial covenants set forth in Section 6.2.2 and stating that no Default has occurred and is continuing, or would occur after giving effect to the Allen Telecom Acquisition, or if there is or would

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be any such Default, a statement setting forth details of such Default and the action which the Company has taken and/or proposes to take with respect thereto; and

“(1)on or before the date of any issuance of Subordinated Debt, a Compliance Certificate executed by the chief financial officer or treasurer (or, if none, the chief financial Authorized Corporate Officer) of the Company, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance, on a pro forma basis giving effect to such issuance of Subordinated Debt, with the financial covenants set forth in Section 6.2.2 and stating that no Default has occurred and is continuing, or would occur after giving effect to such issuance of Subordinated Debt, or if there is or would be any such Default, a statement setting forth details of such Default and the action which the Company has taken and/or proposes to take with respect thereto.”

1.14Section 6.1.5 of the Credit Agreement is hereby restated in its entirety to read as follows:

“6.1.5Guarantors.   The Company will cause any Subsidiary that as of the end of any Fiscal Quarter is a Material Subsidiary (other than Allen Telecom or any Subsidiary acquiring the assets of Allen Telecom pursuant to the Allen Telecom Acquisition) that has not previously delivered the documents required by this Section 6.1.5 to execute and deliver or cause to be delivered to the Administrative Agent within 30 days of the end of such Fiscal Quarter a Guaranty in the form of Exhibit H duly executed on behalf of such Subsidiary and accompanied by (i) resolutions of the board of directors or board of managers of such Subsidiary authorizing the execution, delivery and performance of the Guaranty by the Subsidiary, certified by the Secretary or Assistant Secretary of such Subsidiary, together with certified copies of the Organic Documents of such Subsidiary and a certificate of good standing or certificate of existence from the jurisdiction of such Subsidiary’s incorporation or organization, and (ii) an opinion of such Subsidiary’s legal counsel, in each case in form and substance acceptable to the Administrative Agent.”

1.15Section 6.2.1 of the Credit Agreement is hereby amended by restating clause (h) thereof in its entirety to read as follows:

“(h)Liens, other than Liens excepted by clauses (a) through (g) above, securing an aggregate amount of Indebtedness not exceeding 15% of the Company’s Consolidated Tangible Net Worth; provided, that Liens, other than Liens excepted by clauses (a) through (g) above, attaching to or encumbering assets of the Company and its Subsidiaries located within the United States shall not be granted to secure on an aggregate amount of Indebtedness exceeding 5% of the Company’s Consolidated Tangible Net Worth; and”

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1.16Section 6.2.2 of the Credit Agreement is hereby restated in its entirety to read as follows:

“6.2.2  Financial Condition.  The Company will not permit:

“(a)Its Consolidated Net Worth to be at any time less than the (x) sum of (i) $1,102,038,400, plus (ii) 50% of its Consolidated Net Income for each Fiscal Quarter commencing with the Fiscal Quarter ending June 30, 2003 (calculated without deduction for any net losses), plus (iii) 50% of the proceeds of any Equity Issuance occurring after the Allen Telecom Closing Date.”

“(b)Its Consolidated Total Debt to EBITDA Ratio as of the end of any Fiscal Quarter to be greater than 2.50 to 1.0.

“(c)Its Consolidated Fixed Charge Coverage Ratio to be less than (i) 1.25 to 1.0 through and including the Fiscal Quarter ending June 30, 2003; (ii) 1.75 to 1.0 for the Fiscal Quarter ending September 30, 2003; (iii) 2.0 to 1.0 for the Fiscal Quarter ending December 31, 2003; (iv) 2.25 to 1.0 for the Fiscal Quarter ending March 31, 2004; and (v) 2.50 to 1.0 as of the end of each Fiscal Quarter thereafter.

“(d)Its Consolidated Senior Debt to EBITDA Ratio as of the end of any Fiscal Quarter to be greater than 2.0 to 1.0.”

1.17Section 6.2.4 of the Credit Agreement is hereby restated in its entirety to read as follows:

“6.2.4  Consolidation, Merger, etc.  The Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other corporation, or purchase or otherwise acquire all or substantially all of the assets of any Person (or of any division thereof) other than (a) any such transaction among or between Subsidiaries of the Company as long as the surviving Person (in the case of a liquidation, merger, dissolution or consolidation) or the acquiring Person (in the case of an acquisition) is a wholly-owned Subsidiary of the Company (and if as a result thereof any such Subsidiary which will cease to exist is a Designated Subsidiary, the obligations of such Subsidiary shall be assumed by a Subsidiary which is a Designated Subsidiary) or (b) any such transaction involving the Company if the Company is the surviving corporation, and provided that both before and after giving effect to any such transaction (whether involving the Company or any of its Subsidiaries), no Default has occurred and is continuing and the Company continues to meet all of its obligations under this Agreement and the other Loan Documents.  Notwithstanding the foregoing, the Company will not and will not permit any of its Subsidiaries to consummate any Acquisition unless (i) no Default or Event of Default shall have occurred and be continuing or would occur or exist upon

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consummation of the Acquisition, (ii) such Acquisition is of a business operation engaged in the same or a substantially similar line of business as that engaged in by the Company or any of its Subsidiaries on the date of the Acquisition, (iii) the prior effective written consent or approval to such Acquisition by the board of directors or equivalent governing body of the acquiree is obtained, (iv) not less than 30 days prior to the effective date of any Acquisition, the Company delivers to the Administrative Agent a certificate of the chief financial Authorized Corporate Officer of the Company certifying that after giving effect to such Acquisition the Company’s Consolidated Senior Debt to EBITDA Ratio as of the end of the Fiscal Quarter in which the Acquisition is effectuated will be at least 0.25 less than that required by Section 6.2.2(d), (v) the aggregate consideration to be paid by the Company and/or any of its Subsidiaries in connection with the Acquisition in the form of cash, cash equivalents (other than capital stock of the Company and/or any Subsidiary) and Indebtedness assumed by the Company and/or any Subsidiary does not exceed $50,000,000 in the aggregate, and (vi) with respect to any Acquisition in which the aggregate consideration to be paid (including the assumption of liabilities) by the Company or any of its Subsidiaries equals or exceeds $20,000,000, the Company delivers to the Administrative Agent prior written notice of such Acquisition in the form of Exhibit K hereto at least 30 days prior to the effective date of such Acquisition.”

1.18Section 6.2 of the Credit Agreement is hereby amended by adding the following thereto as Section 6.2.9:

“6.2.9  Consolidated Total Debt.  The Company will not permit any of its Subsidiaries to, incur Indebtedness which when taken together with all other Indebtedness of the Subsidiaries of the Company would cause either (i) the Consolidated Total Debt of all of the Subsidiaries of the Company to exceed 15% of the Consolidated Tangible Net Worth of the Company, or (ii) the Consolidated Total Debt of all such Subsidiaries of the Company as are organized under the laws of any State of the United States to exceed 5% of the Consolidated Tangible Net Worth of the Company.”

1.19Section 6.2 of the Credit Agreement is hereby amended by adding the following thereto as Section 6.2.10:

“6.2.10  Restricted Payments.  The Company will not purchase, redeem or otherwise acquire shares of its capital stock or warrants or options to acquire such shares.  Notwithstanding the foregoing:

“(a)the Company may purchase, redeem or otherwise acquire shares of its capital stock from the proceeds received from the substantially concurrent issuance by the Company of (i) equity securities of the Company, and/or (ii) Subordinated Debt of the Company issued upon terms and conditions and pursuant to documentation in form and

11

content acceptable to the Administrative Agent, with the consent of the Administrative Agent not to be unreasonably withheld; and

“(b)In addition to the purchases, redemptions and acquisitions permitted by clause (a) above, the Company may purchase, redeem or otherwise acquire shares of its capital stock from cash or the proceeds of Indebtedness that would constitute Consolidated Senior Debt provided that the aggregate consideration paid for all purchases, redemptions and/or acquisitions pursuant to this clause (b) from and after the Closing Date shall not as of the date any such purchase, redemption or acquisition is effected exceed 10% of the Consolidated Tangible Net Worth of the Company.”

1.20Section 9.8 of the Credit Agreement is hereby amended by adding the following thereto immediately following the existing text thereof:

“Notwithstanding anything herein to the contrary, “Information” shall not include, and the Administrative Agent and each Lender may disclose to any and all Persons, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby.”

2.CONDITIONS PRECEDENT

This Amendment shall become effective at such time as this Amendment or counterparts thereof shall have been executed by and delivered to the Company, the Administrative Agent and Required Lenders and the following conditions precedent have been satisfied:

2.1The Administrative Agent shall have received from the Company a Certificate of Secretary of the Company, together with true and correct copies of the Certificate of Incorporation and Bylaws of the Company, true and correct copies of the Resolutions of the Board of Directors of the Company authorizing or ratifying the execution, delivery, and performance of this Amendment, and the names of the officers of the Company authorized to sign this Amendment, together with a sample of the true signature of each such officer.

2.2The Administrative Agent shall have received an opinion addressed to the Administrative Agent and all Lenders from Gardner Carton Douglas LLC, counsel to the Company, as to the execution, delivery and performance by the Company of this Amendment and in form and content acceptable to the Administrative Agent.

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2.3The Administrative Agent shall have received a Reaffirmation Agreement executed on behalf of the Guarantor in form and content acceptable to the Administrative Agent.

2.4The Administrative Agent shall have received evidence satisfactory to it that all conditions precedent to the Allen Telecom Acquisition  have been satisfied and that the Allen Telecom Acquisition has been fully consummated.

2.5The Administrative Agent shall have received evidence satisfactory to it that the Notes issued by Allen Telecom having an approximate current outstanding principal amount of $50,000,000 and bearing interest at 6-3/4% have been assigned and assumed by the Company and otherwise restructured upon terms and conditions acceptable to the Administrative Agent.

3.MISCELLANEOUS

3.1Limited Nature of Amendments.  The parties hereto acknowledge and agree that the terms and provisions of this Amendment amend, add to and constitute a part of the Credit Agreement.  Except as expressly modified and amended by the terms of this Amendment, all of the other terms and conditions of the Credit Agreement and all documents executed in connection therewith or referred to or incorporated therein remain in full force and effect and are hereby ratified, reaffirmed, confirmed and approved.

3.2Conflict.  If there is an express conflict between the terms of this Amendment and the terms of the Credit Agreement, or any of the other agreements or documents executed in connection therewith or referred to or incorporated therein, the terms of this Amendment shall govern and control.

3.3Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

3.4Representations and Warranties.  The Company represents and warrants to the Administrative Agent and the Lenders as follows: (A) the Company has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder; (B) this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms; and (C) all representations and warranties of the Company contained in the Credit Agreement and all other agreements, instruments and other writings relating thereto are true and complete as of the date hereof.

3.5Governing Law.  This Amendment shall be construed in accordance with and governed by and the internal laws of the State of Illinois, without giving effect to choice of law principles.

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IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ANDREW CORPORATION
By:	/s/ M. Jeffrey Gittelman
Name:				M. Jeffrey Gittelman
Title:			Vice President & Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ David A. Johanson
Name:				David A. Johanson
Title:			Vice President

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LENDERS
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Craig W. McGuire
Name:			CRAIG W. McGUIRE
Title:		VICE PRESIDENT

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LASALLE BANK NATIONAL ASSOCIATION, as a Lender and Syndication Agent
By:	/s/ John C. Thurston
Name:			JOHN C. THURSTON
Title:		FIRST VICE PRESIDENT

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U.S. BANK NATIONAL ASSOCIATION, as a Lender and Documentation Agent
By:	/s/ R. Michael Newton
Name:			R. Michael Newton
Title:		Vice President

17

HARRIS TRUST AND SAVINGS BANK,as a Lender
By:	/s/ Peter Stack
Name:			PETER STACK
Title:		VP

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NATIONAL CITY BANK,as a Lender
By:	/s/ Richard H. Michalik
Name:			RICHARD H. MICHALIK
Title:		SVP

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THE NORTHERN TRUST COMPANY,as a Lender
By:	/s/ Christopher L. McKean
Name:		CHRISTOPHER L. McKEAN
Title:		SECOND VICE PRESIDENT

20

FIFTH THIRD BANK, CHICAGO, as a Lender
By:	/s/ William Lavery
Name:			William Lavery
Title:		Vice President

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BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender
By:	/s/ Shinichiro Munechika
Name:			SHINICHIRO MUNECHIKA
Title:		DEPUTY GENERAL MANAGER

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MORGAN STANLEY BANK,as a Lender
By:	/s/ Jaap L. Tonckens
Name:			Jaap L. Tonckens
Title:		Vice President
		Morgan Stanley Bank

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EX-10.25

Exhibit 10.25

SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 4, 2003 (the “Amendment”), is entered into among (i) ANDREW CORPORATION, a Delaware corporation (the “Company”), (ii) the various financial institutions as are now parties to the Amended and Restated Credit Agreement (collectively, the “Lenders”), (iii) BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders, (iv) LASALLE NATIONAL BANK ASSOCIATION, as syndication agent (the “Syndication Agent”) and U.S. BANK NATIONAL ASSOCIATION, as documentation agent (the “ Documentation Agent”).

R E C I T A L S:

A.The Company, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent entered into that certain Amended and Restated Credit Agreement, dated as of December 19, 2002, as amended by a First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2003 (the “Credit Agreement”).

B.Borrowers have requested that the Lenders and the Administrative Agent enter into this Amendment in order to make certain amendments to the Credit Agreement as provided herein.

C.Capitalized terms used herein and not otherwise defined shall have the meanings provided for in the Credit Agreement.

D.In consideration of the mutual agreements contained herein the parties hereto agree as follows:

1.AMENDMENT

Upon satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is amended as follows:

1.1Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Applicable Commitment Fee Percentage” in its entirety to read as follows:

““Applicable Commitment Fee Percentage” shall mean, for any Fiscal Quarter, the percentage set forth below opposite the Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

Consolidated Total Debt to EBITDA Ratio	Applicable Commitment Fee Percentage
equal to or greater than 2.75 to 1.0	0.50	%
equal to or greater than 2.25 to 1.0 but less than 2.75 to 1.0	0.45	%
less than 2.25 to 1.0, but equal to or greater than 1.75 to 1.0	0.40	%
less than 1.75 to 1.0, but equal to or greater than 1.25 to 1.0	0.35	%
less than 1.25 to 1.0 but equal to or greater than 0.75 to 1.0	0.30	%
less than 0.75 to 1.0	0.25	%

For purposes of the foregoing, the Applicable Commitment Fee Percentage at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of the last day of the most recently ended Fiscal Quarter and any change in the Applicable Commitment Fee Percentage shall, except as otherwise provided herein, become effective for all purposes on the date the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be provided for the applicable fiscal period; provided, however, that until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending December 31, 2002, the Applicable Unused Fee Percentage shall be 0.35%; further provided, however, that effective as of the Allen Telecom Closing Date and until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(k) in connection with the Allen Telecom Acquisition, but shall in all events be deemed to be not less than 1.75 to 1.0, further provided, however, that in the event that the Company or any of its Subsidiaries issues any Subordinated Debt, from the date of the of the issuance thereof and until the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(l) in connection with the issuance of such Subordinated Debt. Notwithstanding the foregoing, at any time during which the Company has failed to deliver the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed, solely for purposes of this definition, to be greater than 2.75 to 1.0 until such certificate and the applicable financial statements are delivered.”

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1.2Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Applicable L/C Fee Rate” in its entirety to read as follows:

““Applicable L/C Fee Rate ” shall mean, for any Fiscal Quarter, the percentage set forth below opposite the Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

Consolidated Total Debt to EBITDA Ratio	Applicable L/C Fee Rate
equal to or greater than 2.75 to 1.0	2.50	%
equal to or greater than 2.25 to 1.0 but less than 2.75 to 1.0	2.25	%
less than 2.25 to 1.0, but equal to or greater than 1.75 to 1.0	2.00	%
less than 1.75 to 1.0, but equal to or greater than 1.25 to 1.0	1.75	%
less than 1.25 to 1.0 but equal to or greater than 0.75 to 1.0	1.50	%
less than 0.75 to 1.0	1.125	%

For purposes of the foregoing, the Applicable L/C Fee Rate at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of the last day of the most recently ended Fiscal Quarter and any change in the Applicable L/C Fee Rate shall, except as otherwise provided herein, become effective for all purposes on the date the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be provided for the applicable fiscal period; provided, however, that until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending December 31, 2002, the Applicable L/C Fee Rate shall be 1.75%; further provided, however, that effective as of the Allen Telecom Closing Date and until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(k) in connection with the Allen Telecom Acquisition, but shall in all events be deemed to be not less than 1.75 to 1.0, further provided, however, that in the event that the Company or any of its Subsidiaries issues any Subordinated Debt, from the date of the of the issuance thereof and until the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(l) in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any time during which the Company has failed to deliver the

3

certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed, solely for purposes of this definition, to be greater than 2.75 to 1.0 until such certificate and the applicable financial statements are delivered.”

1.3Section 1.1 of the Credit Agreement is hereby amended by restating the definition of “Applicable Margin” in its entirety to read as follows:

““Applicable Margin” means, for any Fiscal Quarter, the margin set forth below opposite the Consolidated Total Debt to EBITDA Ratio as of the last day of the preceding Fiscal Quarter:

Consolidated Total Debt to EBITDA Ratio	Applicable Margin for Eurocurrency Rate Loans		Applicable Margin For Base Rate Loans
equal to or greater than 2.75 to 1.0	2.50	%	1.0	%
less than 2.75 to 1.0 but equal to or greater than 2.25 to 1.0	2.25	%	0.75	%
less than 2.25 to 1.0, but equal to or greater than 1.75 to 1.0	2.00	%	0.50	%
less than 1.75 to 1.0, but equal to or greater than 1.25 to 1.0	1.75	%	0.25	%
less than 1.25 to 1.0 but equal to or greater than 0.75 to 1.0	1.50	%	0	%
less than 0.75 to 1.0	1.125	%	0	%

For purposes of the foregoing, the Applicable Margin at any time shall be determined by reference to the Consolidated Total Debt to EBITDA Ratio of the Company as of the last day of the most recently ended Fiscal Quarter and any change in the Applicable Margin shall become effective for all purposes on the date the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) are required to be provided for the applicable fiscal period; provided, however, that until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending December 31, 2002, the Applicable Margin for Eurocurrency Rate Committed Loans shall be 1.75% and the Applicable Margin for Base Rate Loans shall be 0.25%; further provided, however, that effective as of the Allen Telecom Closing Date and until the certificate and financial statements have been delivered to the Administrative Agent for the Fiscal Quarter ending September 30, 2003, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined

4

by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(k) in connection with the Allen Telecom Acquisition, but shall in all events be deemed to be not less than 1.75 to 1.0, further provided, however, that in the event that the Company or any of its Subsidiaries issues any Subordinated Debt, from the date of the of the issuance thereof and until the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) have been delivered to the Administrative Agent for the Fiscal Quarter in which such Subordinated Debt is issued, the Consolidated Total Debt to EBITDA Ratio of the Company shall be determined by reference to the Compliance Certificate delivered pursuant to Section 6.1.1(l) in connection with the issuance of such Subordinated Debt.  Notwithstanding the foregoing, at any time during which the Company has failed to deliver the certificate and applicable financial statements described in Sections 6.1.1(a), 6.1.1(b) and 6.1.1(c) with respect to a Fiscal Quarter (or the Fiscal Year in the case of the fourth Fiscal Quarter) in accordance with the provisions thereof, the Consolidated Total Debt to EBITDA Ratio of the Company shall be deemed, solely for purposes of this definition, to be greater than 2.75 to 1.0 until such certificate and the applicable financial statements are delivered.”

1.4Section 6.2.2(b) of the Credit Agreement is hereby restated in its entirety to read as follows:

“(b)Its Consolidated Total Debt to EBITDA Ratio to be greater than (x) 2.50 to 1.0 as of the end of any Fiscal Quarter, unless the provisions of the immediately succeeding clause (y) are applicable, or (y) if the Company has issued on or before August 30, 2003 Subordinated Debt in a single issue in an aggregate principal amount equal to or greater than $150,000,000 (i) 2.50 to 1.0 as of the end of each Fiscal Quarter through and including the Fiscal Quarter ending June 30, 2003, (ii) 3.0 to 1.0 as of the end of the Fiscal Quarters ending September 30, 2003 and December 31, 2003, (iii) 2.75 to 1.0 as of the end of the Fiscal Quarter ending March 31, 2004, (iv) 2.50 to 1.0 as of the end of the Fiscal Quarter ending June 30, 2004 and as of the end of each Fiscal Quarter thereafter.”

1.5Section 6.2.10 of the Credit Agreement is hereby restated in its entirety to read as follows:

“6.2.10Restricted Payments.  The Company will not purchase, redeem or otherwise acquire shares of its capital stock or warrants or options to acquire such shares.  Notwithstanding the foregoing, the Company may purchase, redeem or otherwise acquire shares of its capital stock provided that the aggregate consideration paid for all purchases, redemptions and/or acquisitions pursuant to this Section 6.2.10 from and after the Closing Date shall not as of the date of any such purchase, redemption or acquisition exceed the sum of (x) $125,000,000, plus (y) 10% of the Consolidated Tangible Net Worth of the Company.”

5

2.CONDITIONS PRECEDENT

This Amendment shall become effective at such time as this Amendment or counterparts thereof shall have been executed by and delivered to the Company, the Administrative Agent and Required Lenders and the following conditions precedent have been satisfied:

2.1The Administrative Agent shall have received from the Company for the ratable benefit of the Lenders an amendment fee in the amount specified in a separate fee letter between the Company and the Administrative Agent.

3.MISCELLANEOUS

3.1Limited Nature of Amendments.  The parties hereto acknowledge and agree that the terms and provisions of this Amendment amend, add to and constitute a part of the Credit Agreement.  Except as expressly modified and amended by the terms of this Amendment, all of the other terms and conditions of the Credit Agreement and all documents executed in connection therewith or referred to or incorporated therein remain in full force and effect and are hereby ratified, reaffirmed, confirmed and approved.

3.2Conflict.  If there is an express conflict between the terms of this Amendment and the terms of the Credit Agreement, or any of the other agreements or documents executed in connection therewith or referred to or incorporated therein, the terms of this Amendment shall govern and control.

3.3Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

3.4Representations and Warranties.  The Company represents and warrants to the Administrative Agent and the Lenders as follows: (A) the Company has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder; (B) this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms; and (C) all representations and warranties of the Company contained in the Credit Agreement and all other agreements, instruments and other writings relating thereto are true and complete as of the date hereof.

3.5Governing Law.  This Amendment shall be construed in accordance with and governed by and the internal laws of the State of Illinois, without giving effect to choice of law principles.

5A

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

ANDREW CORPORATION
By:	/s/ M. Jeffrey Gittelman
Name:			M. Jeffrey Gittelman
Title:		Vice President & Treasurer
BANK OF AMERICA, N.A., as
Administrative Agent
By:	/s/ Jeffery White
Name:			Jeffery White
Title:				Assistant Vice President

6

LENDERS
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Craig W. McGuire
Name:		CRAIG W. McGUIRE
Title:			VICE PRESIDENT

7

LASALLE BANK NATIONAL ASSOCIATION, as a Lender and Syndication Agent
By:	/s/ Andrew C. Kahlenberg
Name:		Andrew C. Kahlenberg
Title:			Commercial Banking Officer

8

U.S. BANK NATIONAL ASSOCIATION, as a Lender and Documentation Agent
By:	/s/ R. Michael Newton
Name:		R. Michael Newton
Title:			Vice President

9

HARRIS TRUST AND SAVINGS BANK, as a Lender
By:	/s/ Scott M. Ferris
Name:		SCOTT M. FERRIS
Title:			MANAGING DIRECTOR

10

NATIONAL CITY BANK, as a Lender
By:	/s/ David G. Killpack
Name:		David G. Killpack
Title:			Senior Vice President

11

THE NORTHERN TRUST COMPANY, as a Lender
By:	/s/ Christopher L. McKean
Name:		CHRISTOPHER L. McKEAN
Title:			SECOND VICE PRESIDENT

12

FIFTH THIRD BANK, CHICAGO, as a Lender
By:	/s/ William P. Lavery
Name:		William P. Lavery
Title:			Vice President

13

BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender
By:	/s/ Shinichiro Munechika
Name:		SHINICHIRO MUNECHIKA
Title:			DEPUTY GENERAL MANAGER

14

MORGAN STANLEY BANK, as a Lender
By:	/s/ Jaap L. Tonckens
Name:		Jaap L. Tonckens
Title:			Vice President
			Morgan Stanley Bank

15

EX-12

EXHIBIT 12

Andrew Corporation

Ratio of Earnings to Fixed Charges and Preferred Stock

(In thousands)

	As of or For the Year Ended September 30
	2003		2002			2001			2000		1999
Income from Continuing Operations Before Income Taxes	$	23,326	$	13,070		$	101,392		$	129,139	$	52,134
Minority Interest (Income) Expense	12		(316		)	(2,422		)	1,981		(88		)
Loss from Equity Investments	—		134			618			3,626		1,374
Fixed Charges	16,812		8,824			11,158			12,267		8,861
Adjusted Earnings	40,150		21,712			110,746			147,013		62,281
Fixed Charges
Interest Expense	5,675		5,079			7,413			8,862		5,329
Rent Expense (1)	4,678		3,745			3,745			3,405		3,532
Preferred Stock Dividends	6,459		—			—			—		—
Fixed Charges	$	16,812	$	8,824		$	11,158		$	12,267	$	8,861
Ratio of Earnings to Fixed Charges	2.4		2.5			9.9			12.0		7.0

(1) Rent included in this computation consists of one-third of rental expense which Andrew believes to be a conservative estimate of the interest component of rent expense.

1

EX-13

Exhibit 13

ANDREW CORPORATION 2003 RESULTS OF OPERATIONS  17

Results of Operations

Capital investment in wireless infrastructure continued to be weak in 2003, putting pressure on sales and operating margins. To meet the demands of this challenging market, the company took significant steps in 2003 to broaden its product portfolio, improve operating performance and increase financial flexibility.

Allen Telecom was acquired in July 2003 for total consideration of $495.0 million in stock, creating the single largest provider of RF (radio frequency) footprint product. Following the acquisition, the company announced a merger integration program that would eliminate at least $52 million of costs annually beginning in 2005. Combined with annual cost savings of approximately $47 million that the company expects to generate from the September 2002 restructuring program, the company anticipates that it will realize savings in excess of $100 million annually beginning in 2005. Major drivers of this cost reduction include relocation of manufacturing to lower labor cost regions, global sourcing of components and utilization of shared services.

Sales for 2003 were $1.0 billion, up 17% compared with the prior year, driven by the acquisition of Allen Telecom in July 2003 and Celiant in June 2002. Net income available to common shareholders for 2003 was $9.1 million, or $0.08 per share, compared with a net loss of $26.4 million, or $(0.30) per share in 2002. The loss in 2002 was driven by restructuring and discontinued operations charges. In September 2002, the company initiated plans to restructure and discontinue several non-strategic businesses. After-tax restructuring charges were $6.0 million in 2003 and $25.2 million in 2002. After-tax losses from discontinued operations were $3.2 million in 2003 and $36.8 million in 2002.

OUTLOOKDespite challenging conditions in the broader economy and the wireless infrastructure sector over the past three years, the company believes there are several positive factors that lead to a cautiously optimistic outlook. As minutes of use (MOU), total subscribers, data intensive applications and spending on third generation networks (3G) increase, the company believes there will be an increased proportion of capital expenditures on the RF footprint to improve capacity, coverage and quality of service. The company believes that the steps taken to broaden its product portfolio, improve operating performance and increase financial flexibility position the company to capitalize on the opportunities in the wireless infrastructure market.

SALES BY PRODUCT GROUP During 2003, sales were classified into the following five primary product groups that the company believes best reflect the company’s complete RF footprint product offering: Antennas, Base Station Subsystems, Cable Products, Network Solutions and Wireless Innovations.

DOLLARS IN MILLIONS	2003		% CHANGE		2002		% CHANGE		2001		% CHANGE
Sales by Product Group
Antennas	$	265	4	%	$	256	(20	)%	$	320	8	%
Base Station Subsystems	236		146	%	96		NA		8		NA
Cable Products	428		(13	)%	490		(15	)%	579		1	%
Network Solutions	43		—		—		—		—		—
Wireless Innovations	42		83	%	23		(18	)%	28		50	%
Total Sales	$	1,014	17	%	$	865	(7	)%	$	935	4	%

Antenna sales for 2003 were $264.8 million, up 4% from the prior year, driven by the acquisition of Allen Telecom and partially offset by lower sales of broadcast antennas. Antenna sales accounted for 26% of total sales in 2003.

Base Station Subsystems sales, consisting of power amplifiers, filters, combiners and integrated products, increased 146% to $236.2 million in 2003, and represented 23% of total sales. This increase was driven by the acquisition of Allen Telecom in 2003 and the full-year benefit of the Celiant acquisition, which occurred in June 2002. The company is currently shipping stand alone products to seven major original equipment manufacturers (OEMs) and designing integrated radio amplifier products for three OEMs. The company believes that pricing pressure experienced in 2003 will moderate as the company offers more value-added and integrated products.

Cable Products sales were $428.1 million in 2003 and represented 42% of total sales. Cable sales decreased 13% in 2003 and 15% in 2002. The weak wireless infrastructure market and competitive market conditions resulted in a decline in both unit volume and average selling price over the last two years. Unit volume declined 12%, and average selling prices decreased 9% in 2003. An increased focus on new products such as Heliax Virtual Air™ cable and entry into the broadband cable infrastructure market are expected to mitigate pricing pressure and expand the company’s total addressable market for cable.

Network Solutions, which includes geolocation, test and measurement and network optimization services, posted sales of $43.8 million in 2003. Sales in this product group represented 4% of total sales for 2003 and are the result of the Allen Telecom acquisition. Geolocation sales are largely project driven and can experience significant fluctuations on a quarterly basis.

Wireless Innovations consists primarily of repeaters and distributed communications products. Sales in 2003, were $41.6 million, up 83% from the prior year due to the acquisition of Allen Telecom. Sales from this product group represented 4% of total sales for the company. Products for the in-building market such as Pico Node-B are an increasing focus of the company and are expected to contribute to future sales growth.

18  RESULTS OF OPERATIONS ANDREW CORPORATION 2003

The company’s top 25 customers represented 65% of total sales in 2003 and Lucent Technologies was the only customer that accounted for more than 10% of total sales. AT&T Wireless was also a significant customer, accounting for more than 10% of total sales in the fourth quarter.

DOLLARS IN MILLIONS	2003		% CHANGE		2002		% CHANGE		2001			% CHANGE
Sales by Region (end use destination)
Americas	$	549	7	%	$	511	(6	)%	$	543		(5	)%
Europe, Middle East, Africa (EMEA)	278		46	%	190		6	%	179			(6	)%
Asia Pacific	187		14	%	164		(23	)%	213			50	%
Total Sales	$	1,014	17	%	$	865	(7	)%	$		935	4	%

Sales in 2003 increased across all regions, driven by the acquisitions of Allen Telecom and Celiant. In the Americas, sales were $549.0 million, up 7% from the prior year, and represented 54% of total sales. EMEA sales were $278.2 million, up 46% from a year ago, and represented 27% of total sales in 2003. Asia Pacific sales were $187.3 million, up 14% from the prior year, and accounted for 19% of total sales in 2003.

Gross profit as a percentage of sales was 27.1% in 2003, 27.5% in 2002 and 33.1% in 2001. Included in cost of goods sold for 2002 was $11.1 million of restructuring costs relating to inventory write-downs. Weakness in the wireless infrastructure market resulted in price erosion, adversely impacting gross profits over the last two years. The company realized some of the benefits in 2003 from cost reduction efforts and restructuring programs, including the relocation of manufacturing operations to new facilities in Mexico and the Czech Republic. The company anticipates that these new facilities will provide significant cost savings in the future, resulting in improved gross margins. The overall gross margin percentage for 2003 was enhanced by the fourth quarter acquisition of Allen Telecom and its Geolocation product line.

Gross profit margins vary for the company’s product groups. Generally, Network Solutions and Cable Products exceed the corporate average, Wireless Innovations is approximately equal to the corporate average, and Base Station Subsystems and Antennas are below the corporate average. Cable Products gross profit margins have declined over the last three years due to competitive pricing, with average cable prices declining 9% in 2003. Sales and gross profits for Base Station Subsystems increased as a result of the Celiant acquisition in the third quarter of 2002. With the acquisition of Allen the company will be able to offer more value-added and integrated products, which the company believes will improve Base Station Subsystems margins in the future. Antenna Products gross profit margins decreased slightly in 2003, due primarily to start-up costs at new manufacturing facilities. The relocation of manufacturing to Mexico and the Czech Republic is expected to have a positive impact on Antenna Products gross margins in the second half of 2004.

Operating expenses increased 15%, or $33.1 million, in 2003 and 13%, or $27.0 million, in 2002. The 2003 increase in operating expenses was driven by increased investment in research and development and amortization of intangible assets, partially offset by lower restructuring expenses. The 2002 increase in operating expenses was driven by restructuring charges and increased investment in research and development. Sales and administrative costs increased slightly in 2003 due to the addition of Allen’s operations. Excluding the impact of Allen Telecom, the company reduced sales and administrative costs in 2003 and 2002.

In September 2002, the company initiated restructuring plans that involved the relocation of manufacturing operations to new locations and the consolidation of certain other facilities into existing locations. The company recorded $24.9 million of restructuring costs in 2002 and an additional $9.2 million in 2003. These costs consisted primarily of employee termination, lease and contract cancellation costs, and fixed asset and inventory relocation costs. The company recorded amortization of intangible assets of $19.2 million in 2003 and $5.1 million in 2002. Intangible asset amortization is largely attributable to intangible assets acquired in the Allen Telecom and Celiant acquisitions. The company expects that intangible asset amortization will increase to $36.8 million in 2004 and decline significantly thereafter.

Research and development expense increased $26.2 million, or 45%, in 2003 and $18.0 million, or 45%, in 2002. Research and development represented 8% of sales in 2003 and 7% of sales in 2002. The company has continued to invest heavily in product improvement and development. The majority of these increases in research and development have been focused on the company’s power amplifier business. With the June 2002 acquisition of Celiant, the company has significantly increased its power amplifier operations and research and development spending on power amplifiers. With the acquisition of Allen, the company expects research and development to increase slightly in 2004, but to decrease as a percentage of sales to approximately 6% to 7%.

Sales and administrative expense increased $8.6 million, or 6%, in 2003 and decreased $20.9 million, or 13%, in 2002. The increase in 2003 was driven by $13.5 million of additional expenses related to the Allen acquisition, partially offset by the impact of headcount reductions and other cost cutting efforts. Sales and administrative expenses as a percentage of sales were 15%, 16% and 17% in 2003, 2002 and 2001, respectively. The company anticipates that sales and administrative expenses will decrease to between 10% and 11% of total sales in 2005.

ANDREW CORPORATION 2003 RESULTS OF OPERATIONS  19

Other income and expense consisted of income of $9.6 million in 2003, income of $3.7 million in 2002, and expense of $7.2 million in 2001. In 2003, the company recognized income of $12.2 million from the sale of assets, primarily due to gains of $9.3 million from the sale of unimproved land in Orland Park, Illinois, and $2.8 million from the sale of the company’s Denton, Texas manufacturing facility. In 2002, the company recognized income of $8.7 million from a gain on the sale of the company’s Russian telecommunication ventures. Interest expense increased $0.6 million to $5.7 million in 2003. This increase is attributed to the sale of $240.0 million of convertible notes in August 2003 and additional long-term debt assumed from Allen Telecom. In 2002, interest expense decreased $2.3 million due to lower debt levels. Interest income decreased $2.0 million to $1.6 million in 2003, as average cash and short-term investment balances were significantly lower than the prior year. Other (income) expense, net was income of $1.5 million in 2003 and expense of $3.6 million and $2.4 million in 2002 and 2001, respectively. The largest item in other (income) expense, net is foreign exchange gains and losses. The weakening of the U.S. dollar, especially against European currencies, was the primary driver of other income in 2003.

Income taxes as a percentage of income from continuing operations was 19.8% in 2003, 19.7% in 2002 and 32.0% in 2001. The effective tax rate for 2003 was lower than the United States federal tax rate due to the favorable impact of benefits from the company’s export sales structure, the utilization of capital losses to offset gains recognized on the asset sales described above and the rate differential on foreign earnings, offset by valuation allowances provided for a portion of the company’s foreign tax credits. The company expects the effective tax rate for 2004 to be approximately 35%, due to the impact of Allen, forecasted improvement in pre-tax income and the non-recurrence of capital loss utilization.

Discontinued operations resulted in a loss from operations of $3.2 million and $10.4 million in 2003 and 2002, respectively. The company has discontinued three non-strategic businesses, closing its satellite modem business in September 2002 and selling its shelter and wireless accessories businesses in the first quarter and second quarter of 2003, respectively. In 2002, the company incurred a $26.4 million charge to reduce the net assets of these businesses to their fair value. The disposition of these businesses in 2003 resulted in no significant differences from the company’s original estimates.

Net income available to common shareholders for 2003 includes $6.5 million of preferred stock dividends, comprised of a regular quarterly dividend of $0.8 million and conversion premium payments of $5.7 million. As part of the Allen merger, the company issued 991,000 shares of convertible preferred stock, issuing one share for each share of Allen convertible preferred stock. The company paid $5.7 million to induce early conversion of 807,000 shares of preferred stock into 9.3 million shares of the company’s common stock during the fourth quarter of 2003.

Liquidity

Cash and cash equivalents increased significantly to $286.3 million at September 30, 2003 compared with $84.9 million at September 30, 2002. This increase was primarily due to cash acquired as part of the Allen acquisition and the proceeds from the company’s convertible debt offering. To take advantage of favorable interest rates and to increase financial flexibility, the company raised $240.0 million from the sale of ten-year 3.25% convertible subordinated notes. Working capital was $615.5 million and $240.6 million at September 30, 2003 and 2002, respectively. Management believes that the company’s strong working capital position and ability to generate cash flow from operations will allow the company to meet its normal operating cash requirements.

Net cash from operations was $62.4 million in 2003, $155.1 million in 2002, and $160.2 million in 2001. In 2003, net income of $15.5 million included $62.2 million of net non-cash charges, comprised of $74.4 million of depreciation and amortization and a gain of $12.2 million from the sale of assets. In 2002, net loss of $26.4 million included net non-cash charges of $56.3 million of depreciation and amortization, and an $8.7 million gain on the sale of the company’s Russian telecommunication ventures.

Net cash costs for restructuring and discontinued operations totaled $1.3 million in 2003, versus $83.5 million of cash provided in 2002. In 2003, net cash costs for restructuring were $5.8 million consisting of a non-cash restructuring accrual of $7.9 million and cash costs of $13.7 million principally for severance and lease termination payments. In 2002, the company incurred non-cash charges of $35.4 million for the accrual of restructuring reserves. In 2003, the company used $1.5 million of cash to complete the closing of its discontinued businesses. In 2002, the company incurred net non-cash charges of $25.9 million to reduce the net assets of discontinued businesses to their fair value. Cash flow from discontinued businesses was reported as a single line item and resulted in cash flow of $6.0 million and $22.2 million in 2003 and 2002, respectively.

Changes in operating assets and liabilities resulted in a net decrease in cash of $14.1 million in 2003, compared with a net increase of $50.7 million in 2002. The decrease in 2003 was almost entirely driven by fluctuations in accounts receivable. Cash flow generated from decreases in accounts receivable were $10.7 million in 2003 and $59.0 million in 2002. Quarterly fluctuations in sales and the significant increase in sales in the fourth quarter of 2003 created less cash flow from receivables in 2003. At the end of 2003, average payment terms were slightly longer. Days sales in billed receivables increased to 80 days at the end of 2003, compared with 72 days at the end of 2002.

20  RESULTS OF OPERATIONS ANDREW CORPORATION 2003

Net cash from investing activities was $39.4 million in 2003, and a net use of cash of $170.2 million in 2002 and $79.1 million in 2001.

The company’s capital expenditures were $31.9 million in 2003, $40.6 million in 2002, and $72.1 million in 2001. The company reduced capital expenditures by 21% in 2003 and 44% in 2002, due mainly to reductions in spending on manufacturing facilities and management information systems. The $72.1 million of capital expenditures in 2001 was focused mainly on the expansion and improvement of manufacturing facilities in China, Brazil and Scotland.

In July 2003, the company acquired Allen Telecom in a stock-for-stock transaction valued at $495.0 million. Allen common shareholders received 1.775 shares of the company’s common stock for each share of Allen common stock. The company incurred $47.6 million of cash costs to complete this merger. The company acquired Allen’s cash and cash equivalents of $95.8 million.

In 2002, the company used cash of $239.8 million for acquisitions and received $58.7 million of cash as part of the Celiant acquisition. In June 2002, the company acquired Celiant Corporation for $481.0 million, consisting of 16.3 million shares of the company’s common stock valued at $266.6 million and cash of $214.4 million consisting of purchase consideration and merger costs. In 2002, the company spent an additional $25.4 million on three smaller acquisitions.

Proceeds from the sale of businesses and investments were $7.3 million in 2003 and $50.3 million in 2002. In 2003, the company received $7.3 million of proceeds from the sale of two discontinued businesses, selling its equipment shelter business in October 2002 and its wireless accessories business in January 2003. In 2002, the company received $50.3 million of proceeds from the sale of its Russian telecommunication ventures.

Proceeds from the sale of property, plant, and equipment were $15.9 million in 2003, $1.0 million in 2002, and $0.7 million in 2001. In 2003, the company received $15.9 million from the sale of property, plant, and equipment, primarily $9.5 million from the sale of unimproved land in Orland Park, Illinois, and $5.3 million from the sale of the company’s Denton, Texas facility.

Net cash from financing activities was $89.6 million in 2003, and a net use of cash of $17.9 million and $16.1 million in 2002 and 2001, respectively.

In 2003, the company paid down $24.0 million of long-term debt. This included $12.9 million assumed from Allen Telecom, a $3.8 million industrial development bond associated with the company’s equipment shelter business, $1.9 million of borrowing in China and $4.5 million of senior notes. Long-term borrowings of $233.3 million consisted primarily of the $240.0 million ten-year, 3.25%, convertible notes, less issuance costs of $6.9 million. The company reduced its short-term notes payable borrowing by $65.9 million in 2003.

The company reduced its total debt outstanding by $20.7 million and $93.4 million in 2002 and 2001, respectively.

In 2003, financing activities included $6.5 million of preferred stock dividends, comprised of regular quarterly dividends of $0.8 million and a conversion premium of $5.7 million. In August 2003, the company repurchased 5.0 million shares of common stock for $49.6 million. 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 received cash proceeds of $2.3 million in 2003, $2.8 million in 2002, and $2.1 million in 2001.

Dividend policy. Although the company has never paid dividends to common shareholders, 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.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. The first footnote to the company’s consolidated financial statements (Summary of Significant Accounting Policies) describes the major accounting policies and methods used in the preparation of the consolidated financial statements. Estimates are used for, but not limited to, accounting for the allowance for doubtful accounts, sales returns, inventory reserves, warranty costs, depreciation and amortization, goodwill and intangible impairments, contingencies, taxes, pension liabilities, and restructuring and merger integration costs. Actual results could differ materially from these estimates. A material change in these or other estimates could potentially have a material impact on results of operations. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates.

ANDREW CORPORATION 2003 RESULTS OF OPERATIONS  21

ALLOWANCE FOR DOUBTFUL ACCOUNTSThe allowance for doubtful accounts is based on our assessment of the collectability and the aging of accounts receivable. Although management believes that the current allowance is sufficient to cover existing exposures, there can be no assurance against the deterioration of a major customer’s creditworthiness, or against defaults that are higher than what has been experienced historically. If our estimates of the recoverability of amounts due to us are overstated, it could have an adverse impact on our results of operations.

INVENTORIES Inventories are stated at the lower of cost or market. Inventory obsolescence reserves are maintained based on managements’ estimates, historical experience and forecasted demand for the company’s products. A material change in these estimates could adversely impact gross profit.

WARRANTY COSTSThe company accrues for warranty costs based on historical trends in product return rates. If the company were to experience an increase in warranty claims compared with the company’s historical experience, gross profit could be adversely affected.

GOODWILLThe company performs an annual impairment test of goodwill on the first day of the company’s fiscal fourth quarter. The company operates its business as a single reporting unit and uses the comparison of total market capitalization to book value as an indicator of impairment. If impairment was indicated, the company would determine the fair value of net assets based on a discounted cash flow model. The company did not find any indicator of impairment in 2003 and therefore no impairment was recorded. Due to uncertain market conditions, it is possible that future tests may indicate impairment in the fair value of goodwill, which could result in non-cash charges, adversely affecting the company’s results of operations.

INCOME TAXESThe company currently has significant deferred tax assets principally related to foreign tax credits and net operating losses. A valuation allowance has been provided for the portion of the deferred tax assets related to the foreign tax credits and net operating losses, as management believes it is more likely than not that these assets will not be utilized. No valuation allowance has been recorded for the remainder of the company’s deferred tax assets as the company expects the turnaround of deferred tax liabilities, higher taxable income in the United States and tax planning strategies will make the realization of these deferred tax assets more likely than not. Changes in the company’s expectations could result in significant adjustments to the valuation allowance, which would significantly impact the company’s results of operations.

RESTRUCTURING At September 30, 2003, the company had a restructuring reserve of $20.4 million for the integration of Allen operations and for the completion of its current restructuring plans. These accruals are based on the company’s best estimates of the costs associated with merger integration and restructuring plans, including employee termination costs, lease cancellation, and other costs. If actual costs of these activities differ significantly from these forecasts, results of operations could be impacted.

DEFINED BENEFIT PLANSSome of the company’s employees are covered by defined benefit plans. Approximately 600 current and former employees of the company’s United Kingdom subsidiary, Andrew Ltd., participate in a defined benefit plan. The company also acquired defined benefit plans from Allen Telecom, which cover approximately 1,760 current and former employees. The Allen plans have been frozen and the company plans to fund these plans over the next three to five years. The costs and obligations recorded for these plans are dependent on actuarial assumptions. These assumptions include discount rates, expected return on plan assets, interest costs, expected compensation increases, benefits earned, mortality rates, and other factors. If actual results are significantly different than those forecasted or if future changes are made to these assumptions, the amounts recognized for these plans could change significantly. In accordance with accounting principles generally accepted in the United States, actual results that differ from the assumptions are accumulated and amortized over future periods.

Off-Balance Sheet Arrangements

The company’s most significant off-balance sheet arrangements are purchase contracts for copper. The company uses copper to manufacture its cable products and thus is exposed to fluctuations in the price of copper. In order to reduce this exposure, the company has entered into contracts with various suppliers. At September 30, 2003, the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.

These contracts have set quantities, delivery dates and prices. These contracts qualify for the normal purchase exception within Statement of Financial Accounting Standards No. 133 and therefore, no fair value accounting has been performed and no liability has been recorded on the company’s balance sheet for these contracts. The company records copper into raw materials inventory at the price at which these items are purchased.

22  RESULTS OF OPERATIONS ANDREW CORPORATION 2003

The company has additional off-balance sheet arrangements for contracts that it has entered into for operating leases and letters of credit. Some of the company’s facilities are leased under operating leases. For minimum lease payments for the next five years see Note 11 to the financial statements. The company utilizes letters of credit to back certain financing instruments, insurance policies and payment obligations. These letters of credit are with various financial institutions and have terms of three years or less. At September 30, 2003, the company had letters of credit totaling $13.0 million.

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. The following risks and uncertainties, among others, should be considered in evaluating our growth outlook.

Although we expect that our acquisition of Allen will result in benefits to the combined company, we may not realize those benefits because of integration and other challenges. We operate in a market environment that cannot be predicted and that involves significant risks, many of which are beyond our control. Our failure to meet the challenges involved in successfully integrating the operations of Andrew and Allen or to otherwise realize any of the anticipated benefits of the merger, including anticipated cost savings, could seriously harm our results of operations. Realizing the benefits of the merger will depend in part on the integration of technology, operations and personnel. The integration of the companies is a complex, time-consuming and expensive process that could significantly disrupt our business. The challenges involved in this integration include the following: consolidating and rationalizing corporate information technology and administrative infrastructures; consolidating and rationalizing manufacturing operations; combining product offerings; coordinating sales and marketing efforts to effectively communicate the capabilities of the combined company; coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost; preserving distribution, marketing or other important relationships of both Andrew and Allen and resolving potential conflicts that may arise; minimizing the diversion of management’s attention from ongoing business concerns and successfully returning managers to regular business responsibilities from their integration planning activities; demonstrating to employees that the business cultures of Andrew and Allen are compatible, maintaining employee morale and retaining key employees; and coordinating and combining overseas operations, relationships and facilities, which may be subject to additional constraints imposed by local laws and regulations.

Our management has limited experience integrating operations as substantial, geographically dispersed and decentralized as those of Allen. The combined company may not successfully integrate the operations of Andrew and Allen in a timely manner, and may not realize the anticipated benefits or synergies of the merger to the extent, or in the timeframe, anticipated. The anticipated benefits and synergies relate to cost savings associated with anticipated restructurings and other operational efficiencies, greater economies of scale, and revenue enhancement opportunities. However, these anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a successful integration. In addition, our ability to realize these benefits and synergies could be adversely impacted by practical or legal constraints on our ability to combine operations or implement workforce reductions and by risks relating to potential unknown liabilities of Allen. In addition to the integration risks discussed above, in September 2002, we announced a plan to restructure our manufacturing operations and discontinue several non-strategic businesses. Our efforts to successfully integrate the operations of Andrew and Allen may be made even more difficult by the diversion of management and other resources necessary to successfully complete this reorganization. Our management has limited experience in carrying out restructurings as substantial as this. Moreover, if our management is unsuccessful in carrying out our restructuring plans, we are unlikely to achieve expected cost savings, which would reduce our operating margins and income.

ANDREW CORPORATION 2003 RESULTS OF OPERATIONS  23

The continuing deterioration of the wireless infrastructure industry could lead to further reductions in capital spending budgets by wireless operators and original equipment manufacturers, which could further adversely affect our revenues, gross margins and income. Our revenues and gross margins will depend significantly on the overall demand for wireless infrastructure subsystems products. Reduced capital spending budgets by wireless operators and original equipment manufacturers caused by the ongoing industry downturn have led to continued soft demand for our products and services, which has resulted in, and may continue to result in, decreased revenues, earnings levels or growth rates. The global economy in general, and the wireless infrastructure market in particular, has weakened and market conditions continue to be challenging. As a result, individuals and companies are delaying or reducing expenditures, including those for wireless infrastructure products. We have observed effects of the global economic downturn in many areas of our business. We have experienced gross margin declines, reflecting the effect of competitive pricing pressures as well as charges associated with previously announced restructurings. In addition, the telecommunications industry has experienced significant consolidation, and this trend is expected to continue. It is possible that we and one or more of our competitors each supply products to the companies that have merged or will merge. This consolidation could result in further delays in purchasing decisions by merged companies or in us playing a decreased role in the supply of products to the merged companies. Further delays or reductions in wireless infrastructure spending could have a material adverse effect on demand for our products and services and, consequently, our results of operations, prospects and stock price.

Because we depend on two of our customers for a significant portion of our sales, our sales, operating margins and income would be adversely affected by any disruption of our relationship with those customers or any material adverse change in their businesses. We depend on Lucent Technologies and AT&T Wireless for a significant portion of our sales. Lucent accounted for more than 10% of 2003 sales and the company anticipates that both AT&T Wireless and Lucent will account for more than 10% of sales in 2004. Any disruption of our relationships with Lucent or AT&T Wireless, including any adverse modification of our supply agreements with them or the unwillingness or inability of either of them to perform its obligations under its supply agreement, would adversely affect our sales and, as a result of under absorption of fixed costs, operating margins and income. In addition, any material adverse change in the financial condition of Lucent or AT&T Wireless, or in expenditures by Lucent on RF power amplifiers or by AT&T Wireless on network geolocation products and services, would have similar adverse effects.

Our revenues and selling, general and administrative expenses may suffer if we cannot continue to enforce the intellectual property rights on which our business depends or if third parties assert that we violate their intellectual property rights. We generally rely upon patent, copyright, trademark and trade secret laws in the United States and similar laws in other countries, and agreements with our employees, customers, partners and other parties, to establish and maintain our intellectual property rights in technology and products used in our operations. However, any of our intellectual property rights could be challenged, invalidated or circumvented, or our intellectual property rights may not provide competitive advantages, which could significantly harm our business. Also, because of the rapid pace of technological change in the wireless industry, a portion of our business and our products may rely on key technologies developed by third parties, and we may not be able to obtain licenses and technologies from these third parties on reasonable terms or at all. Third parties also may claim that we are infringing upon their intellectual property rights. Even if we do not believe that our products or business are infringing upon third parties’ intellectual property rights, the claims can be time-consuming and costly to defend and divert management’s attention and resources away from our business. Claims of intellectual property infringement also might require us to enter into costly settlement or license agreements. If we cannot or do not license the infringed technology at all or on reasonable terms or substitute similar technology from another source, our sales, operating margins and income could suffer.

A competitor of the wireless geolocation business of our Allen subsidiary has sued Allen, alleging infringement of that competitor’s patents. On December 11, 2001, a lawsuit was filed against Allen in the United States District Court for the District of Delaware by a competitor, TruePosition, Inc., and its subsidiary, KSI, Inc. In their original complaint, the plaintiffs alleged that Allen, through its Grayson Wireless division, infringed three patents in connection with Allen’s GEOMETRIX wireless geolocation business. On July 16, 2002, the plaintiffs amended their complaint to include four additional patents in the lawsuit. In Allen’s answer to the original complaint, filed on January 18, 2002, and to the amended complaint, filed on July 30, 2002, it has denied all of the plaintiffs’ allegations and asserted a patent infringement counterclaim of one of Allen’s patents and asserted antitrust and business tort counterclaims based on plaintiffs’ bad faith initiation of the present litigation. Allen and plaintiffs have agreed to withdraw claims of infringement with respect to three of plaintiffs’ seven patents in suit and Allen’s patent in suit. The lawsuit relates to all of the geolocation products of our Allen subsidiary, which products have accounted for approximately $221.7 million of Allen’s total sales since their introduction and approximately $37.1 million since the acquisition of Allen (July 16, 2003 to September 30, 2003).

24  RESULTS OF OPERATIONS ANDREW CORPORATION 2003

Plaintiffs are seeking damages for lost profits, price erosion and royalties due to Allen’s alleged infringement and have requested that Allen treble such damages as a result of alleged willful infringement. We believe that plaintiffs have suffered no damages. Plaintiffs are also seeking to enjoin Allen’s alleged infringement. A trial date of April 13, 2004 has been set. We believe that Allen has meritorious defenses against the claims asserted by the plaintiffs, and we intend to vigorously defend the lawsuit. There can be no assurance, however, that we will ultimately prevail in this action. Whether we ultimately win or lose, litigation could be time-consuming and costly and injure our reputation. If the plaintiffs prevail in this action, we may be required to pay a substantial judgment and/or negotiate royalty or license agreements with respect to the patents at issue, and may not be able to enter into such agreements on acceptable terms. Any limitation on our ability to provide a service or product could cause us to lose revenue-generating opportunities and require us to incur additional expenses, either of which could have a material adverse effect on our business. We may also be required to indemnify our customers for any expenses or liabilities resulting from the claimed infringements. These potential costs and expenses, as well as the need to pay any damages awarded in favor of the plaintiffs, which may be material in amount, could increase our selling, general and administrative expenses, reduce our income and adversely affect our liquidity.

Continuing and future sales opportunities for our geolocation products and services are uncertain, and if we cannot develop such opportunities, our sales and income will be reduced. The Federal Communications Commission has promulgated regulations requiring wireless communications carriers to provide caller location information for wireless 911 calls. The systems by which this location information is supplied are often described as “E 911 solutions.” Our Allen subsidiary has developed network-based geolocation products and services that enable carriers to effectively implement network-based E 911 solutions. Changes in technology and regulations, or our inability to meet customers’ evolving requirements, could affect our ability to develop continuing and future sales opportunities for Allen’s network-based geolocation products and services. If we cannot develop sales opportunities for Allen’s network-based geolocation products or services or meet customers’ requirements, the sales and income of the combined company would be reduced.

A substantial portion of our sales are outside the United States. Conducting business in international markets involves risks and uncertainties such as foreign exchange rate exposure and political and economic instability that could lead to reduced international sales and reduced profitability associated with such sales, which would reduce our sales and income. A significant portion of our sales are outside the United States, 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 total sales and that continued growth and profitability will require further international expansion. Identifiable foreign exchange rate exposures result primarily from currency fluctuations, accounts receivable from customer sales, the anticipated purchase of products from affiliates and third-party suppliers and the repayment of intercompany loans denominated in foreign currencies with our foreign subsidiaries. International business risks also include political and economic instability, tariffs and other trade barriers, longer customer payment cycles, burdensome taxes, restrictions on the repatriation of earnings, expropriation or requirements of local or shared ownership, compliance with local laws and regulations, terrorist attacks, developing legal systems, reduced protection of intellectual property rights in some countries, cultural and language differences, and difficulties in managing and staffing operations. We believe that international risks and uncertainties could lead to reduced international sales and reduced profitability associated with such sales, which would reduce our sales and income.

In addition, we expect a significant portion of our sales will be in China. While we were not materially adversely affected by the recent outbreak of Severe Acute Respiratory Syndrome (SARS) in China and we will, if necessary, be able to ship product into China from other manufacturing facilities to meet demand in China, there can be no assurance that a new outbreak of SARS, with attendant travel restrictions, adverse impact on the Chinese economy and telecommunications business and other known and unknown potential consequences, would not materially reduce our sales.

Charges to earnings resulting from the application of the purchase method of accounting with respect to our merger with Allen may reduce our income. In accordance with United States generally accepted accounting principles, we are accounting for our merger with Allen using the purchase method of accounting, which results in charges to earnings that could have a material adverse effect on the market value of our common stock. Under the purchase method of accounting, we allocated the total estimated purchase price to Allen’s net tangible assets, amortizable intangible assets, and intangible assets with indefinite lives based on their fair values as of the date of completion of the merger, and recorded the excess of the purchase price over those fair values as goodwill. We will incur additional depreciation and amortization expense over the useful lives of certain of the net tangible and intangible assets acquired in connection with the merger. In addition, to the extent the value of goodwill or intangible assets with indefinite lives becomes impaired, we will be required to incur charges, which may be material, relating to the impairment of those assets. These depreciation, amortization, and potential impairment charges will reduce our income.

ANDREW CORPORATION 2003 RESULTS OF OPERATIONS  25

The competitive pressures we face could lead to reduced demand or lower prices for our products and services in favor of our competitors’ products and services, which could harm our sales, gross margins and prospects. We encounter aggressive competition from numerous and varied competitors in all areas of our business, and compete primarily on the basis of technology, performance, price, quality, reliability, brand, distribution, customer service and support. If we fail to develop new products and services, periodically enhance our existing products and services, or otherwise compete successfully, it would reduce our sales and prospects. Further, we may have to continue to lower the prices of many of our products and services to stay competitive. If we cannot reduce our costs in response to competitive price pressures, our gross margins would decline.

If we cannot continue to rapidly develop, manufacture and market innovative products and services that meet customer requirements for performance and reliability, we may lose market share and our revenues may suffer. The process of developing new wireless technology products and services is complex and uncertain, and failure to anticipate customers’ changing needs and emerging technological trends accurately and to develop or obtain appropriate intellectual property could significantly harm our results of operations. We must make long-term investments and commit significant resources before knowing whether our investments will eventually result in products that the market will accept. After a product is developed, we must be able to manufacture sufficient volumes quickly and at low costs. To accomplish this, we must accurately forecast volumes, mix of products and configurations that meet customer requirements, which we may not be able to do successfully.

Among the factors that make a smooth transition from current products to new products difficult are delays in product development or manufacturing, variations in product costs, delays in customer purchases of existing products in anticipation of new product introductions and customer demand for the new product. Our revenues and gross margins may suffer if we cannot make such a transition effectively and also may suffer due to the timing of product or service introductions by our suppliers and competitors. This is especially challenging when a product has a short life cycle or a competitor introduces a new product just before our own product introduction. Furthermore, sales of our new products may replace sales of some of our current products, offsetting the benefit of even a successful product introduction. There may also be overlaps in our current product portfolios resulting from our recent merger with Allen that we will need to reconcile. If we incur delays in new product introductions, or do not accurately estimate the market effects of new product introductions, given the competitive nature of its industry, future demand for our products and our revenues may be seriously harmed.

The price of our outstanding securities may suffer if we cannot control fluctuations in our sales and 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: the timing of significant customer orders, our inability to forecast future sales due to our just-in-time supply approach, changes in competitive pricing, wide variations in profitability by product line, variations in operating expenses, the timing of announcements or introductions of new products by us, our competitors or our respective customers, the acceptance of those products, relative variations in manufacturing efficiencies and costs, and the relative strength or weakness of international markets. Since our quarterly and annual sales and operating results vary, we believe that period-to-period comparisons are not necessarily meaningful, and you should not rely on those comparisons as indicators of our future performance. Due to the foregoing factors, it is possible that in some future quarter or quarters our revenues or operating results will not meet the expectations of the public stock market analysts or investors, which could cause the price of our outstanding securities to decline.

If we cannot continue to attract and retain highly qualified people our revenues, gross margin and income may suffer. We believe that our future success significantly depends on our ability to attract, motivate and retain highly qualified management, technical and marketing personnel. The competition for these individuals is intense. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract, motivate and retain qualified employees. We believe our inability to do so could negatively impact the demand for our products and services and consequently our financial condition and operating results.

Our costs and business prospects may be affected by increased government regulation, a factor which is largely beyond our control. We are not directly regulated in the U.S., but many of our U.S. customers and the telecommunications industry generally are subject to Federal Communications Commission regulation. In overseas markets, there are generally similar governmental agencies that regulate our customers. 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. Our customers must obtain regulatory approvals to operate certain of our products. Any failure or delay by any of our customers to obtain these approvals would adversely impact our ability to sell our products. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could adversely affect the market

26  RESULTS OF OPERATIONS ANDREW CORPORATION 2003

for our products. The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and deliberation over competing technologies. In the past, the delays inherent in this governmental approval process have caused, and may in the future cause, the cancellation or postponement of the deployment of new technologies. These delays could have a material adverse effect on our revenues, gross margins and income.

Allegations of health risks from wireless equipment may negatively affect our results of operations. Allegations of health risks from the electromagnetic fields generated by base stations and mobile handsets, and the lawsuits and publicity relating to them, regardless of merit, could affect our operations negatively by leading consumers to reduce their use of mobile phones or by causing us to allocate resources to these issues.

The price of our common stock historically has been volatile. The market price of our common stock historically has experienced and may continue to experience high volatility, and the broader stock market has experienced significant price and volume fluctuations in recent years. Some of the factors that can affect our stock price include the following: actual, or market expectations of, fluctuations in capital spending by wireless operators and original equipment manufacturers on wireless infrastructure; the announcement of new products, services or technological innovations by us or our competitors; continued variability in our revenue or earnings; changes in quarterly revenue or earnings estimates for us made by the investment community; delays or postponements of wireless infrastructure deployments, including 3G technology, regardless of whether such deployments have an actual impact on our orders or sales; and speculation in the press or investment community about our strategic position, financial condition, results of operations, business or significant transactions.

General market conditions and domestic or international macroeconomic and geopolitical factors unrelated to our performance may also affect the price of our common stock. For these reasons, investors should not rely on historical trends to predict future stock prices or financial results. In addition, following periods of volatility in a company’s securities, securities class action litigation against a company is sometimes instituted. This type of litigation could result in substantial costs and the diversion of management time and resources. We anticipate that we will continue to face these types of risks.

Market Risks

The company is exposed to market risks from changes in interest rates, foreign exchange rates and commodities as follows:

Interest Rate Risk The company had $319.1 million in debt outstanding at September 30, 2003 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 $5.3 million or 1.7% of the company’s total debt. A 100 basis point increase in interest rates would not have a material effect on the company’s financial position, results of operations or cash flows. Andrew currently does not use derivative instruments to manage its interest rate risk.

Foreign Currency Risk The company’s international operations represent a substantial portion of its overall operating results and asset base. In many cases, the company’s products are produced at manufacturing facilities in foreign countries to support sales in those markets. During fiscal year 2003, sales of products exported from the United States or manufactured abroad were 56% of total sales. The company’s identifiable foreign exchange rate exposures result primarily from accounts receivable from customer sales, anticipated purchases of product from affiliates and third-party suppliers and the repayment of intercompany loans with foreign subsidiaries denominated in foreign currencies. The company primarily manages its foreign currency risk by making use of naturally offsetting positions that include the establishment of local manufacturing facilities that conduct business in local currency. The company also selectively utilizes derivative instruments such as forward exchange contracts to manage the risk of exchange fluctuation. These instruments held by the company are not leveraged and are not held for trading or speculative purposes.

Commodity Risk The company uses various metals in the production of its products. Copper, which is used to manufacture coaxial cable, is the most significant of these metals. As a result, the company is exposed to fluctuations in the price of copper. In order to reduce this exposure, the company has entered into contracts with various suppliers to purchase almost all of its forecasted copper requirements for fiscal year 2004. At September 30, 2003 the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.

ANDREW CORPORATION 2003 CONSOLIDATED STATEMENTS OF OPERATIONS  27

	YEAR ENDED SEPTEMBER 30
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2003			2002			2001
Sales	$	1,014,486		$	864,801		$	935,276
Cost of products sold	739,341			627,093			625,367
Gross Profit	275,145			237,708			309,909
Operating Expenses
Research and development	84,151			57,977			39,934
Sales and administrative	148,867			140,307			161,223
Intangible amortization	19,222			5,121			150
Restructuring	9,222			24,908			—
	261,462			228,313			201,307
Operating Income	13,683			9,395			108,602
Other
Interest expense	5,675			5,079			7,413
Interest income	(1,649		)	(3,617		)	(2,645		)
Other (income) expense, net	(1,453		)	3,576			2,442
Gain on the sale of assets and investments	(12,216		)	(8,713		)	—
	(9,643		)	(3,675		)	7,210
Income from Continuing Operations Before Income Taxes	23,326			13,070			101,392
Income taxes	4,622			2,578			32,444
Income from Continuing Operations	18,704			10,492			68,948
Discontinued Operations
Loss from operations of discontinued operations, net of tax benefit	3,184			10,484			7,326
Loss on disposal of discontinued operations, net of tax benefit	—			26,387			—
	3,184			36,871			7,326
Net Income (Loss)	15,520			(26,379		)	61,622
Preferred Stock Dividends	6,459			—			—
Net Income (Loss) Available to Common Shareholders	$	9,061		$	(26,379	)	$	61,622
Basic and Diluted Income from Continuing Operations per Average Share of Common Stock Outstanding	$	0.11		$	0.12		$	0.85
Basic and Diluted Net Income (Loss) per Average Share of Common Stock Outstanding	$	0.08		$	(0.30	)	$	0.76
Average Basic Shares Outstanding	109,822			87,197			81,382
Average Diluted Shares Outstanding	109,866			87,295			81,542

See Notes to Consolidated Financial Statements.

28  CONSOLIDATED BALANCE SHEETS ANDREW CORPORATION 2003

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002
Assets
Current Assets
Cash and cash equivalents	$	286,269		$	84,871
Accounts receivable, less allowances (2003-$10,662; 2002-$6,516)	326,282			215,406
Inventories	247,750			133,993
Other current assets	29,131			42,913
Total Current Assets	889,432			477,183
Other Assets
Goodwill	821,398			396,295
Intangible assets, less amortization	93,086			47,344
Other assets	50,398			3,809
Property, Plant and Equipment
Land and land improvements	20,926			17,890
Buildings	116,038			98,714
Equipment	469,296			448,036
Allowance for depreciation	(387,341		)	(365,605		)
	218,919			199,035
Total Assets	$	2,073,233		$	1,123,666

See Notes to Consolidated Financial Statements.

ANDREW CORPORATION 2003 CONSOLIDATED BALANCE SHEETS  29

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002
Liabilities and Stockholders’ Equity
Current Liabilities
Notes payable	$	284		$	66,184
Accounts payable	124,646			69,835
Accrued expenses and other liabilities	58,893			49,538
Compensation and related expenses	52,255			28,434
Restructuring	20,414			15,329
Current portion of long-term debt	17,466			7,250
Total Current Liabilities	273,958			236,570
Deferred Liabilities	73,941			28,461
Long-Term Debt, less current portion	301,364			13,391
Stockholders’ Equity
Redeemable convertible preferred stock (par value, $50 a share: 183,720 shares outstanding)	9,186			—
Common stock (par value, $.01 a share: 400,000,000 shares authorized; 160,900,657 shares issued in 2003 and 102,718,210 shares issued in 2002, including treasury)	1,609			1,027
Additional paid-in capital	649,667			145,764
Accumulated other comprehensive loss	(14,115		)	(46,089		)
Retained earnings	805,435			796,374
Treasury stock, at cost (2,608,290 shares in 2003; 4,500,493 shares in 2002)	(27,812		)	(51,832		)
Total Stockholders’ Equity	1,423,970			845,244
Total Liabilities and Stockholders’ Equity	$	2,073,233		$	1,123,666

See Notes to Consolidated Financial Statements.

30  CONSOLIDATED STATEMENTS OF CASH FLOWS ANDREW CORPORATION 2003

	YEAR ENDED SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002			2001
Cash Flows from Operations
Net Income (Loss)	$	15,520		$	(26,379	)	$	61,622
Adjustments to Net Income (Loss)
Depreciation	55,182			51,195			46,401
Amortization	19,222			5,121			4,523
Gain on the sale of assets and investments	(12,216		)	(8,713		)	—
Other	56			(339		)	(2,240		)
Restructuring and Discontinued Operations
Restructuring costs	(5,782		)	35,400			—
Discontinued operations costs, net of taxes	(1,483		)	25,903			—
Operating cash flow from discontinued operations	5,961			22,221			15,330
Change in Operating Assets/Liabilities
Decrease in accounts receivable	10,736			59,011			3,603
Decrease in inventories	783			6,665			4,134
(Increase) decrease in other assets	(19,200		)	(10,724		)	5,049
(Decrease) increase in accounts payable and other liabilities	(6,413		)	(4,240		)	21,730
Net Cash From Operations	62,366			155,121			160,152
Investing Activities
Capital expenditures	(31,859		)	(40,561		)	(72,065		)
Acquisition of businesses	(47,664		)	(239,757		)	(21,380		)
Cash acquired in acquisitions	95,750			58,705			—
Proceeds from sale of businesses and investments	7,286			50,301			—
Investments in and advances to affiliates, net	—			58			13,651
Proceeds from sale of property, plant and equipment	15,870			1,016			724
Net Cash From (Used for) Investing Activities	39,383			(170,238		)	(79,070		)
Financing Activities
Long-term debt payments	(23,969		)	(44,658		)	(14,516		)
Long-term debt borrowings	233,308			—			289
Notes payable (payments) borrowings, net	(65,911		)	23,927			(3,945		)
Preferred stock dividends	(6,459		)	—			—
Payments to acquire treasury stock	(49,600		)	—			—
Stock purchase and option plans	2,265			2,840			2,053
Net Cash From (Used for) Financing Activities	89,634			(17,891		)	(16,119		)
Effect of exchange rate changes on cash	10,015			5,502			2,549
Increase (Decrease) for the Year	201,398			(27,506		)	67,512
Cash and equivalents at beginning of year	84,871			112,377			44,865
Cash and Equivalents at End of Year	$	286,269		$	84,871		$	112,377

See Notes to Consolidated Financial Statements.

ANDREW CORPORATION 2003 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY  31

DOLLARS IN THOUSANDS	REDEEMABLE CONVERTIBLE PREFERRED STOCK			COMMON STOCK		ADDITIONAL PAID-IN CAPITAL			ACCUMULATED OTHER COMPREHENSIVE LOSS			RETAINED EARNINGS			TREASURY STOCK			TOTAL
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 adjustments									(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
Stock purchase and option plans						1,007									4,701			5,708
Shares issued-Celiant purchase						78,887									187,694			266,581
Minimum pension liability									(5,470		)							(5,470		)
Foreign currency translation adjustments									4,154									4,154
Net Loss												(26,379		)				(26,379		)
Comprehensive Loss																		(27,695		)
Balance at September 30, 2002	$	—		$	1,027	$	145,764		$	(46,089	)	$	796,374		$	(51,832	)	$	845,244
Repurchase of shares															(49,600		)	(49,600		)
Stock purchase and option plans						(729		)							5,728			4,999
Shares issued-Allen purchase				552		451,711												452,263
Preferred stock	49,554					80,475												130,029
Preferred stock conversion	(40,368		)	30		(27,554		)							67,892			—
Decrease in minimum pension liability									2,387									2,387
Derivatives-foreign currency forward contracts									(418		)							(418		)
Foreign currency translation adjustments									30,005									30,005
Net Income												15,520						15,520
Preferred stock dividends												(6,459		)				(6,459		)
Comprehensive Income																		41,035
Balance at September 30, 2003	$	9,186		$	1,609	$	649,667		$	(14,115	)	$	805,435		$	(27,812	)	$	1,423,970

See Notes to Consolidated Financial Statements.

32  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

1. 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 maturities of three months or less to be cash equivalents. The carrying amount of cash equivalents approximates fair value due to the relative short-term maturity of these investments.

INVENTORIES Inventories are stated at the lower of cost or market. Most of the company’s inventories are valued on the first-in, first-out (FIFO) method. Inventories stated under the last-in, first-out (LIFO) method represent 25% of total inventories in 2003 and 49% of total inventories in 2002. If the FIFO method, which approximates current replacement cost, had been used for these LIFO inventories, the total amount of these inventories would have remained unchanged. Inventories consisted of the following at September 30, 2003 and 2002, net of reserves:

DOLLARS IN THOUSANDS	2003		2002
Raw materials	$	112,130	$	27,553
Work in process	44,513		44,477
Finished goods	91,107		61,963
	$	247,750	$	133,993

PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is recorded at cost.  Approximately half of the company’s assets are depreciated using the straight-line method, and approximately half are depreciated using accelerated methods for both financial reporting and tax purposes. Both of these methods are based on estimated useful lives of these assets. Buildings are depreciated over ten to thirty years and equipment is depreciated over three to eight years. Depreciation of leasehold improvements is based on the term of the related lease or the estimated useful life, whichever is shorter. Maintenance, repairs, and minor renewals and betterments are charged to expense. Depreciation expense was $55.2 million, $51.2 million, and $46.4 million for 2003, 2002, and 2001, respectively.

REVENUE RECOGNITION Revenue is principally recognized from the sale of products and services when a product is shipped or a service is performed. The company has two major product groups, Network Solutions and Wireless Innovations, for which a substantial portion of the revenue is recognized based on contractual terms. Network Solutions and Wireless Innovations sales were $43.8 million and $41.6 million in 2003, respectively (see Note 14).

With the acquisition of Allen Telecom, the company acquired a new product group, Network Solutions. The majority of the revenue in this product group is from the company’s geolocation product line, where revenue is principally recognized pursuant to Emerging Issues Task Force Issue 00-21, Accounting for Multiple Element Revenue Arrangements. These multiple element arrangement contracts include 1) territory design, 2) delivery of hardware and software and 3) testing and acceptance. These elements represent separate earnings processes and revenue is allocated among them based on the fair value of each element. The fair value of these elements is based on negotiated contracts and stand-alone pricing of these components. Revenue is recognized on the completion of each element, since each element is distinct and functionally independent.

The company has significantly expanded its Wireless Innovations product offering with the acquisition of Allen Telecom. A large portion of the revenue recognized in this product category is for complete system sales. Revenue on these system sales is recognized based on contractual terms such as customer acceptance.

SHIPPING AND HANDLING CHARGES Shipping and handling costs billed to customers are recorded as revenue and the related expenses are recorded in cost of products sold.

IDENTIFIABLE INTANGIBLE ASSETS The company reports identifiable intangible assets net of accumulated amortization. Accumulated amortization on intangible assets was $26.4 million and $6.7 million at September 30, 2003 and 2002, respectively. The company amortizes intangible assets, excluding goodwill and trademarks, over their estimated useful lives, which range from one to ten years. Intangible assets consisted of the following:

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003		2002
Customer contracts and relationships, net of accumulated amortization of $12,513 in 2003 and $2,335 in 2002	$	34,292	$	14,252
Patents and technology, net of accumulated amortization of $13,097 in 2003 and $3,715 in 2002	50,022		33,047
Trademarks-indefinite life	5,600		—
Other, net of accumulated amortization of $786 in 2003 and $680 in 2002	3,172		45
	$	93,086	$	47,344

The company’s scheduled amortization expense over the next five years is as follows:

DOLLARS IN MILLIONS	2004		2005		2006		2007		2008
	$	36.8	$	19.0	$	14.6	$	10.3	$	1.0

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  33

GOODWILLThe company adopted the Financial Accounting Standards Board (FASB), Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, during fiscal year 2002. Under the provisions of SFAS No. 142, the company tests goodwill for impairment on an annual basis. The company has elected to perform its annual impairment review on the first day of its fiscal fourth quarter. The impairment review performed for fiscal year 2003 indicated no impairment of goodwill, but due to uncertain market conditions, it is possible that future impairment reviews may indicate impairment of the fair value of goodwill, which could result in non-cash charges, adversely affecting the company’s results of operations.

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 loss, 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 income (expense), net were $2.2 million, ($2.1) million and ($3.3) million for 2003, 2002 and 2001, 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. The company also selectively utilizes derivative instruments such as forward exchange contracts to manage the risk of exchange fluctuations. These instruments held by the company are not leveraged and are not held for trading or speculative purposes.

In fiscal year 2003 the company used forward exchange contracts, designated as cash flow hedges to manage its foreign currency exposure on intercompany loans between its subsidiaries. The unrealized losses on these forward contracts was $0.4 million and recorded to accumulated other comprehensive loss and a loss of $0.1 million was recorded in other expense for hedge ineffectiveness. The company designated additional forward contracts as a net investment hedge of its Australian subsidiary. The unrealized losses on these forward contracts was $0.8 million and recorded to accumulated other comprehensive loss and a loss of $0.07 million was recorded in other expense for hedge ineffectiveness. The fair value of all these contracts was a liability of $1.0 million and recorded in other current liabilities. Hedge ineffectiveness is assessed based on the movement of forward contracts rates compared to the movement of current exchange rates.

ACCUMULATED OTHER COMPREHENSIVE LOSS The cumulative balances included in other comprehensive loss are as follows:

	YEAR ENDED SEPTEMBER 30, 2003
DOLLARS IN THOUSANDS	FOREIGN CURRENCY TRANSLATION			MINIMUM PENSION LIABILITY, NET OF TAX			CASH FLOW HEDGES			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
September 30, 2001	$	(44,773	)	$	—		$	—		$	(44,773	)
Foreign currency translation	4,154			—			—			4,154
Minimum pension liability	—			(5,470		)	—			(5,470		)
September 30, 2002	(40,619		)	(5,470		)	—			(46,089		)
Foreign currency translation	30,005			—			—			30,005
Decrease in minimum pension liability	—			2,387			—			2,387
Cash flow hedges	—			—			(418		)	(418		)
September 30, 2003	$	(10,614	)	$	(3,083	)	$	(418	)	$	(14,115	)

34  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

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.

STOCK-BASED COMPENSATION The company accounts for stock-based compensation awards pursuant to Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related interpretations which prescribe the use of the intrinsic value-based method. Accordingly, no compensation cost is recognized for stock options since the exercise price of these stock options equals the market price of the underlying stock on the date of the grant.

Pro forma information regarding income and earnings per share as required by SFAS No. 148 has been determined as if the company had accounted for its stock option plans under the fair value method. 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 2003, 2002 and 2001, respectively: risk-free interest rate of 3.98%, 4.09% and 4.62%; dividend yield of 0%; a volatility factor of ..577, .538, and .523, and a weighted average expected life of the options of six years.

The following table shows the company’s pro forma net income and earnings per share as if the company had recorded the fair value of stock options as compensation expense.

	YEAR ENDED SEPTEMBER 30
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2003			2002			2001
Reported income (loss) available to common shareholders	$	9,061		$	(26,379	)	$	61,622
Less: Stock-based compensation, net of tax	(7,224		)	(6,924		)	(6,053		)
Pro forma net income (loss) available to common shareholders	1,837			(33,303		)	55,569
Reported basic and diluted net income (loss) per share	$	0.08		$	(0.30	)	$	0.76
Pro forma basic and diluted net income (loss) per share	$	0.02		$	(0.38	)	$	0.68

For additional information regarding stock-based compensation, see Note 13.

USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

RECLASSIFICATIONS Certain previously reported amounts have been reclassified to conform to the current period presentation.

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

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The company does not expect that the adoption of this statement will have a material effect on the company’s financial statements.

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

Starting in the second quarter of 2003, the company adopted the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation. See disclosure above on stock-based compensation for the disclosures required by SFAS No. 148.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51 (FIN 46), which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 became effective for the company during the third quarter of 2003. The company has no variable interest entities.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  35

Starting in fiscal year 2002, the company adopted SFAS No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Under the new statements, goodwill is no longer amortized but is subject to annual impairment tests. Other intangible assets continue to be amortized over their useful lives. Goodwill amortization included in sales and administrative expense in fiscal year 2001 was $4,373,000 and an additional $211,000 of goodwill amortization was included in loss from discontinued operations. If this goodwill amortization expense had been excluded from reported earnings per share it would increase both basic and diluted earnings per share by $.05 for income from continuing operations and net income for fiscal year 2001.

The company adopted SFAS No. 144, Accounting and Reporting for the Impairment or Disposal of Long-Lived Assets, in fiscal year 2002. SFAS No. 144 expands the use of discontinued operations from a reporting segment of an entity to the lower level of a component of an entity as defined by SFAS No. 144. The company’s closing of its equipment shelter, wireless accessories and satellite modem businesses was accounted for as discontinued operations under the provisions of SFAS No. 144 (see Note 9). All periods presented have been restated to exclude the operating results of these businesses from continuing operations. The results of operations of these businesses have been reported net of income taxes as discontinued operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 required the company to report the convertible preferred stock issued on July 15, 2003 in connection with the Allen Telecom acquisition (see Note 12) as a component of stockholders’ equity.

2. Business Acquisitions

In June 2002, the company acquired Celiant Corporation, which designed, manufactured and marketed radio frequency (RF) power amplifiers for use in wireless communications networks. Total purchase consideration was $481.0 million consisting of $203.1 million in cash, 16,278,805 shares of the company’s common stock valued at $266.6 million, and $11.3 million of acquisition related costs. The 16,278,805 shares were valued at $16.38, the February 15, 2002 closing price, the last trading day before the acquisition agreement was signed. These 16,278,805 shares represented 16.6% of the company’s total shares outstanding at September 30, 2002. The company acquired $58.7 million of cash in the Celiant acquisition, making the company’s net cash expenditure $155.7 million for this acquisition. The assets and liabilities of Celiant were recorded based upon their fair value determined by management and by an independent appraisal. An allocation of the purchase price is as follows:

DOLLARS IN THOUSANDS
Net tangible assets	$	97,700
Intangible assets	42,800
Goodwill	340,504
Total purchase consideration	$	481,004

Celiant’s results of operations have been included with the company’s since June 4, 2002. Pro forma results of operations, assuming the acquisition of Celiant occurred on October 1, 2001 are presented at the bottom of this footnote. Celiant commenced operations on June 1, 2001 as a spin out of Lucent Technologies’ power amplifier business. Lucent did not maintain the amplifier business as a separate business unit and external financial statements historically have not been prepared. Presenting meaningful pro forma financial data for fiscal year 2001 would have required the company to make significant estimates based on forward-looking information, and therefore the company is not providing pro forma financial data for fiscal year 2001.

The company also made three smaller acquisitions in fiscal year 2002. The company acquired Quasar Microwave Technology Ltd., a British manufacturer of microwave and millimeter wave radio components. The company purchased selected assets of Antenna Bad Blankenburg, a German manufacturer of telematics equipment for the automotive industry. The company also purchased selected assets and intellectual property of WSIL Inc., a British manufacturer of power amplifiers. The company paid $23.9 million for these acquisitions and accounted for these transactions using the purchase method of accounting. These acquisitions resulted in $15.2 million of goodwill and $5.9 million of intangible assets. Pro forma results of operations, assuming these acquisitions occurred at the beginning of fiscal year 2001, were not materially different from the reported results of operations.

In fiscal year 2003, the company purchased Allen Telecom, Inc., a global provider of wireless infrastructure equipment and services to many of the largest wireless communications carriers and original equipment manufacturers (OEMs). The company completed this merger on July 15, 2003, following approval by both Allen Telecom and Andrew stockholders. The merger price was determined by negotiations between Andrew and Allen and was a stock-for-stock transaction in which Allen common shareholders received 1.775 shares of newly issued Andrew common stock for each share of Allen common stock. The exchange ratio of 1.775 represented a premium of approximately 21% over the trading price of Allen’s common stock near the merger date. The company

36  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

believes that this premium was justified by the combined company’s ability to provide total customer solutions, including virtually the entire base station RF footprint. The combined company can also deliver integrated components that better meet the performance and cost efficiency requirements of OEMs. In this transaction Andrew issued 55,231,126 shares of common stock, which represented 36.0% of the company’s total shares outstanding at July 16, 2003.

The company also issued 991,070 shares of redeemable convertible preferred stock, issuing one share for each share of Allen redeemable convertible preferred stock. The total purchase consideration was $495.0 million, consisting of shares of Andrew stock valued at $452.9 million, $23.7 million to buyout Allen stock options and $18.4 million of acquisition related costs. Andrew common shares issued in this transaction were valued at $8.20 a share, the average closing price for three days, including the day the merger was announced, February 18, 2003, and the day before and the day after the announcement.

A preliminary allocation of the purchase consideration to tangible and intangible assets was based upon an estimate of fair value determined by management and independent valuation specialists. Based on these preliminary estimates the purchase consideration was allocated as follows:

DOLLARS IN THOUSANDS
Net tangible assets, excluding convertible preferred stock	$	119,011
Convertible preferred stock	(130,028		)
Intangible assets	62,476
Restructuring reserve	(13,680		)
Net deferred tax asset	34,217
Goodwill	422,993
Total purchase consideration	$	494,989

The $119.0 million of net tangible assets, excluding the convertible preferred stock, are made up of the following:

DOLLARS IN THOUSANDS
Cash and cash equivalents	$	95,750
Accounts receivable	101,860
Inventory	100,104
Property, plant and equipment, and other assets	79,977
Accounts payable and other liabilities	(127,619		)
Defined benefit and postretirement plans	(49,026		)
Debt	(82,035		)
Net tangible assets	$	119,011

Independent valuation specialists identified $62.5 million of intangible assets with a weighted average life of four years. These intangible assets and their associated useful lives are as follows:

DOLLARS IN THOUSANDS	VALUE		USEFUL LIFE IN YEARS
Patents and related technology	$	25,900	4
Customer relationships	8,500		10
Customer contract	21,600		1.5
Trademarks	5,600		Indefinite
Other intangibles	876		3
	$	62,476

The fair value of Allen’s redeemable convertible preferred stock was estimated to be $131.20 per share, based on the market price of these instruments at July 15, 2003. Allen carried these instruments on their balance sheet at the liquidation preference of $50.00 a share. The $81.20 per share increase in fair value resulted in an $80.5 million purchase accounting adjustment that the company recorded to additional paid-in capital. The company acquired Allen’s noncontributory defined benefit plans as well as post-retirement medical and life insurance plans (see Note 5). Based on an actuarial study, the company recorded additional liabilities totaling $30.6 million to bring the total liabilities recorded for these plans to $49.0 million.

As part of integrating the operations of Andrew and Allen, the company will incur costs to consolidate and realign operations. The company currently has an integration plan in place where the company anticipates incurring $13.7 million of employee termination, lease cancellation and other costs. These plans will result in the termination of approximately 380 Allen employees. The company has not finalized the integration plans for all of its operations and anticipates accruing additional integration costs within the next six months when these costs have been determined.

The deferred tax asset of $34.2 million reflects the elimination of Allen’s previously recorded net deferred tax assets as well as adjustments to record the difference between the tax basis and book basis of certain purchase accounting adjustments and the recording of the identifiable intangible assets.

The company acquired $95.8 million of cash in the Allen acquisition and incurred $47.6 million of cash costs resulting in the company’s net cash acquired of $48.2 million for this acquisition.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  37

Allen’s results of operations have been included with the company’s since July 16, 2003 and Celiant’s results have been included in the company’s results since June 4, 2002. Pro forma results of operations, assuming these acquisitions occurred on October 1, 2001, are as follows:

	YEAR ENDED SEPTEMBER 30, 2002
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	ANDREW		CELIANT OCTOBER 1, 2001 TO JUNE 4, 2002		CELIANT PRO FORMA ADJUSTMENTS			ALLEN			ALLEN PRO FORMA ADJUSTMENTS			ANDREW PRO FORMA
Sales	$	864,801	$	228,519	$	—		$	378,318		$	—		$	1,471,638
Income (loss) from continuing operations	10,492		12,311		(8,892		)	(2,248		)	(14,882		)	(3,219		)
Preferred stock dividends	$	—	$	—	$	—		$	(1,572	)	$	(2,303	)	$	(3,875	)
Income (loss) from continuing operations, available to common shareholders	$	10,492	$	12,311	$	(8,892	)	$	(3,820	)	$	(17,185	)	$	(7,094	)
Average diluted shares outstanding	87,295		—		10,837			—			55,231			153,363
Income (loss) from continuing operations, per common share	$	0.12	—		—			—			—			$	(0.05	)

	YEAR ENDED SEPTEMBER 30, 2003
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	ANDREW			ALLEN OCTOBER 1, 2002 TO JULY 15, 2003			PRO FORMA ADJUSTMENTS			ANDREW PRO FORMA
Sales	$	1,014,486		$	379,415		$	—		$	1,393,901
Income (loss) from continuing operations	18,704			23,218			(9,341		)	32,581
Preferred stock dividends	$	(6,459	)	$	(3,067	)	$	—		$	(9,526	)
Income (loss) from continuing operations, available to common shareholders	$	12,245		$	20,151		$	(9,341	)	$	23,055
Average diluted shares outstanding	109,866			—			43,561			153,427
Income from continuing operations, per common share	$	0.11		—			—			$	0.15

The Celiant pro forma adjustments consist of interest expense and amortization of the intangible assets acquired in the Celiant acquisition. The company estimates that it would have had to borrow an additional $63.0 million in notes payable at 3.0%, resulting in an after-tax interest expense of $0.8 million. The amortization of the $42.8 million of intangibles over this eight-month period would have created an additional $8.1 million of after-tax amortization expense.

The Allen pro forma adjustments consist of interest expense and amortization of the intangible assets acquired in the Allen acquisition. The company estimates that it would have had to borrow an additional $48.0 million in notes payable at 3.0%, resulting in an after-tax interest expense of $0.9 million in 2002 and $0.7 million in 2003. The amortization of the $62.5 million of intangibles would have created an additional after-tax amortization expense of $14.3 million in 2002 and $8.6 million in 2003. In addition, if the redeemable convertible preferred stock had been outstanding since October 2001 as reflected in these pro formas, Allen’s 2002 interest expense would have been reduced by an after-tax amount of $0.4 million and preferred dividend payments would have increased by $2.3 million.

38  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

3. Per Share Data

The following table sets forth the computation of basic and diluted earnings per

	YEAR ENDED SEPTEMBER 30
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2003			2002			2001
Basic Earnings (Loss) per Share
Income from continuing operations	$	18,704		$	10,492		$	68,948
Preferred stock dividends	(6,459		)	—			—
Income from continuing operations available to common shareholders	12,245			10,492			68,948
Average basic shares outstanding	109,822			87,197			81,382
Basic income from continuing operations per share	$	0.11		$	0.12		$	0.85
Net income (loss)	$	15,520		$	(26,379	)	$	61,622
Preferred stock dividends	(6,459		)	—
Net income (loss) available to common shareholders	9,061			(26,379		)	61,622
Average basic shares outstanding	109,822			87,197			81,382
Basic net income (loss) per share	$	0.08		$	(0.30	)	$	0.76
Diluted Earnings (Loss) per Share
Income from continuing operations	$	18,704		$	10,492		$	68,948
Preferred stock dividends	(6,459		)	—			—
Income from continuing operations available to common shareholders	12,245			10,492			68,948
Average basic shares outstanding	109,822			87,197			81,382
Effect of dilutive securities: stock options	44			98			160
Average diluted shares outstanding	109,866			87,295			81,542
Diluted income from continuing operations per share	$	0.11		$	0.12		$	0.85
Net income (loss)	$	15,520		$	(26,379	)	$	61,622
Preferred stock dividends	(6,459		)	—			—
Net income (loss) available to common shareholders	9,061			(26,379		)	61,622
Average basic shares outstanding	109,822			87,197			81,382
Effect of dilutive securities: stock options	44			—			160
Average diluted shares outstanding	109,866			87,197			81,542
Diluted net income (loss) per share	$	0.08		$	(0.30	)	$	0.76

The 183,720 shares of convertible preferred stock outstanding at September 30, 2003 can potentially be converted into 2,117,557 shares of the company’s common stock.  These shares were not included in the calculation of earnings per share because including these shares and excluding the convertible preferred stock dividends would have increased reported earnings per share.

For fiscal year 2002, 98,000 diluted shares were not included in the calculation of the net loss per share because these shares would have reduced the reported net loss per share. Options to purchase 5,530,000, 5,569,000, and 3,664,000, shares of common stock in 2003, 2002 and 2001, respectively, were not included in the computation of diluted shares because the options’ exercise prices were greater than the average market price of the common shares.

The company’s convertible subordinated notes are potentially convertible into 17,531,568 shares of the company’s common stock. These shares were not included in the computation of diluted earnings per share because the conversion price of these notes is greater than the average market price of the common shares.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  39

4. Investments in and Advances to Affiliates

On December 4, 2001, the company completed the sale of its interest in a group of Russian telecommunications companies, which were accounted for under the equity method. The company received $50.3 million, net of $0.3 million of Russian withholding tax, for the sale of these investments. These investments were sold to Antel Holdings Ltd. The company sold the following investments: 49% of ZAO Rascom, 45% of ZAO Metrocom, 45% of MAcommnet, 64.4% of Magistral Telecom and 99.7% of ZAO MKS. As part of this transaction, the company also sold its wholly owned, U.S. based, international telecommunications carrier, Antel. This sale resulted in an $8.7 million pre-tax gain and an after-tax gain of $7.3 million.

5. Defined Benefit Plans

UNITED KINGDOM Approximately 600 current and former employees of the company’s United Kingdom subsidiary, Andrew Ltd., participate in a defined benefit plan. Benefits are based on an employee’s final pensionable salary. The plan’s assets are held by a trust, the Andrew Ltd. Pension and Life Assurance Plan, and an independent third party manages the investments. The plan assets are invested in equity and debt securities and are not invested in the company’s common stock. The company’s accumulated benefit obligation under this plan was $42.9 million and $36.6 million at September 30, 2003 and 2002, respectively. At September 30, 2003 the accumulated benefit obligation exceeded the fair value of plan assets and accrued pension costs by $4.5 million. The company recorded this minimum pension liability of $3.1 million to deferred liabilities and to other comprehensive loss net of applicable income taxes.

The reconciliation of the beginning and the ending balance of the projected benefit obligation, reconciliation of the beginning and ending balance of the fair value of the plan assets, funded status of the plan and amounts recognized on the company’s consolidated balance sheet are as follows:

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002
Change in projected benefit obligation
Projected benefit obligation at beginning of the year	$	50,746		$	38,004
Service costs	1,907			2,323
Interest costs	2,854			2,386
Actuarial loss	8,160			7,423
Benefits paid	(1,376		)	(1,909		)
Foreign currency translation adjustment	3,832			2,519
Projected benefit obligation at end of the year	66,123			50,746
Change in plan assets
Fair value of plan assets at beginning of the year	28,833			31,836
Return on plan assets	5,143			(4,930		)
Company contribution	1,462			1,404
Contribution by plan participants	731			701
Benefits and expenses paid	(1,376		)	(1,909		)
Foreign currency translation adjustment	2,158			1,731
Fair value of plan assets at end of the year	36,951			28,833
Funded status of the plan	(29,172		)	(21,913		)
Unrecognized prior service costs	128			162
Unrecognized actuarial loss	27,601			22,001
Net amount recognized	(1,443		)	250
Amounts recognized on balance sheet consist of:
Deferred liabilities	(4,654		)	(5,633		)
Prepaid pension cost	—			251
Other long-term assets	128			162
Accumulated other comprehensive loss	3,083			5,470
Net amount recognized	$	(1,443	)	$	250

The components of net periodic pension costs recognized in income are as follows:

DOLLARS IN THOUSANDS	2003			2002			2001
Service costs	$	1,176		$	1,622		$	1,680
Interest costs	2,854			2,386			2,315
Expected return	(1,964		)	(2,300		)	(2,489		)
Amortization of unrecognized net assets	—			(21		)	(21		)
Amortization of unrecognized prior service costs	42			40			38
Amortization of net loss	1,012			203			—
	$	3,120		$	1,930		$	1,523

40  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

The following actuarial rate assumptions were used in determining the net periodic pension costs recognized in income:

	2003		2002		2001
Discount rate	5.50	%	6.25	%	6.50	%
Annual compensation increase	3.50	%	4.00	%	4.50	%
Expected return on plan assets	6.50	%	7.00	%	7.00	%
Post-retirement pension increase	2.50	%	2.50	%	2.75	%

The weighted average actuarial rate assumptions used to determine the projected benefit obligation at September 30, 2003 were as follows: discount rate 5.30%, annual compensation increase 3.70%, expected return on plan assets 6.50% and post-retirement pension increase 2.70%.

PLANS ACQUIRED FROM ALLEN TELECOM With the acquisition of Allen Telecom on July 15, 2003, the company assumed the Allen noncontributory defined benefit plans as well as post-retirement medical and life insurance plans. The defined benefit plans cover approximately 1,760 current and former employees, including the majority of the full-time domestic salaried and hourly employees of the former Allen Telecom. The pension benefits provided to salaried employees are based on years of service and compensation during the ten-year period prior to retirement, while the benefits provided to hourly employees are based on specified amounts for each year of service. Domestic pension costs are funded in compliance with requirements of the Employee Retirement Income Security Act of 1974, as amended, as employees become eligible to participate. At July 15, 2003 the accumulated benefit obligation under these plans was $77.9 million, which exceeded the fair value of the plan assets by $51.2 million. After the completion of the merger, these plans were frozen, resulting in a decrease in liability of $6.5 million to $44.7 million. In addition to the reserves of $16.9 million acquired from Allen, the company recorded a one-time purchase accounting adjustment of $27.8 million.

The post-retirement medical and life insurance plans provide health care and life insurance benefits for certain retired employees who reach retirement age while working with the company. The company’s accumulated benefit obligation under these plans was $4.3 million as of July 15, 2003. In addition to reserves of $1.6 million acquired from Allen, the company recorded a one-time purchase accounting adjustment of $2.8 million for these post-retirement medical and life insurance plans.

A reconciliation of the plans’ projected benefit obligation, fair value of plan assets, and funded status are as follows:

DOLLARS IN THOUSANDS	RETIREMENT PLANS PENSION BENEFITS 2003			POST-RETIREMENT MEDICAL PLANS OTHER BENEFITS 2003
Change in projected benefit obligation
Projected benefit obligation at July 15, 2003	$	77,911		$	4,339
Service costs	38			—
Interest costs	505			31
Curtailments	(6,451		)	—
Disbursements	(1,584		)	(27		)
Projected benefit obligation at end of the year	70,419			4,343
Change in plan assets
Fair value of plan assets at July 15, 2003	26,710			—
Return on plan assets	1,767			—
Company contribution	1,034			27
Disbursements	(1,584		)	(27		)
Fair value of plan assets at end of the year	27,927			—
Funded status of the plan	(42,492		)	(4,343		)
Unrecognized actuarial gain	(1,288		)	(19		)
Net accrued pension costs (recorded in deferred liabilities)	$	(43,780	)	$	(4,362	)

The components of net periodic pension costs are as follows:

DOLLARS IN THOUSANDS	RETIREMENT PLANS PENSION BENEFITS 2003			POST-RETIREMENT MEDICAL PLANS OTHER BENEFITS 2003
Service costs	$	38		$	—
Interest costs	505			31
Actual return on plan assets	(1,767		)	—
Amortization of net loss	1,319			—
	$	95		$	31

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  41

Assumptions used in developing the benefit obligations were as follows:

WEIGHTED AVERAGE ASSUMPTIONS AS OF SEPTEMBER 30	PENSIONS 2003		OTHER POST-RETIREMENT BENEFITS 2003
Discount rate	2.90	%	2.90	%
Expected return on plan assets	7.00	%	NA

The company anticipates funding these plans over the next three to five years. The 2.9% discount rate reflects the bond yield on four year investment grade corporate bonds at July 15, 2003. For measurement purposes, a 10.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2003. The rate was assumed to decrease gradually to 5.0% for 2008 and remain at that level thereafter. A one-percentage-point change in the assumed health care cost trend rates would not have a material effect on the post-retirement benefit obligation or on the aggregate service cost and interest cost components.

6. Profit Sharing and Other Compensation 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 2003, 2002, and 2001 were $6,098,000, $6,801,000, and $10,248,000, respectively.

7. Financing

LINES OF CREDIT AND SHORT-TERM BORROWINGS The company maintains a $160 million revolving line of credit with a group of nine lenders led by Bank of America, NA as lead arranger and administrative agent. This agreement expires in December of 2005. The maximum outstanding during 2003 under the line of credit was $50.8 million and the weighted average interest rate for borrowings under this line in fiscal year 2003 was 3.29%. The outstanding balance under this line of credit was $0 at September 30, 2003 and $50.8 million at September 30, 2002.

Several of the company’s foreign subsidiaries maintain credit agreements. The company’s Brazilian subsidiary has a $3.0 million multicurrency line of credit agreement with ABN-AMRO. The outstanding balance at September 30, 2003 was $0.3 million and was the only borrowing under this line of credit in 2003. The company’s Chinese subsidiary has a $7.5 million line of credit agreement with Bank of America, which had no borrowings during fiscal year 2003.

LONG-TERM DEBT Long-term debt at September 30, 2003 consisted of the following:

DOLLARS IN THOUSANDS	2003		2002
Convertible subordinated notes	$	240,000	$	—
9.52% senior notes payable to insurance companies in annual installments through 2005	9,091		13,635
6.60% senior notes payable to insurance companies in annual installments through 2004	3,000		—
6.65% senior notes payable to insurance companies in annual installments through 2008	39,167		—
6.74% senior notes payable to insurance companies in 2008	9,000		—
EURO loans from Italian Ministry of Industry; $708 at average fixed rate of 8.90%, and $3,397 at an average fixed rate of 3.10%	4,105		—
EURO loans from SanPaolo Bank; $3,900 at average fixed rate of 2.06% and $5,005 at a variable rate	8,905		—
Capital lease obligations (see Note 11)	4,969		—
Other	593		7,006
Less: Current portion	17,466		7,250
Total Long-Term Debt	$	301,364	$	13,391

42  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

In August 2003, the company sold $240.0 million of 3.25% convertible subordinated notes due in 2013. Holders may convert the notes into shares of common stock at a conversion rate of 73.0482 shares per $1,000 principal amount of notes, subject to adjustment, before the close of business on August 15, 2013 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2003, if the closing sale price of common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that period was less than 98% of the product of the closing sale price of common stock and the number of shares of common stock issuable upon conversion of $1,000 principal amount of the notes; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain specified corporate transactions. The company may not redeem the notes prior to August 20, 2008, after which time it may redeem the notes at 100% of their principal amount plus accrued and unpaid interest, if any. Holders may require the company to repurchase the notes at 100% of the principal amount of the notes plus accrued and unpaid interest on August 15, 2008.

In July 2003, the company purchased Allen Telecom, Inc. As a result of the merger, the company assumed $51.2 million of senior notes payable. The outstanding balance of these notes is due in fiscal years 2004 through 2008. Also in connection with the merger, the company assumed Euro loans from the Italian Ministry of Industry and from SanPaolo Bank, and certain capital lease obligations (see Note 11).

The amounts of long-term debt maturing after September 30, 2003 are as follows:

DOLLARS IN THOUSANDS	2004		2005		2006		2007		2008		THEREAFTER
	$	17,466	$	14,410	$	9,719	$	10,583	$	19,512	$	247,140

Under the company’s amended and restated credit agreement dated December 19, 2002, the company must meet various requirements, including maintaining net worth, maintaining a ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to total debt, maintaining a fixed charges coverage ratio and limits on the amount of assets that the company can dispose of in a fiscal year. These requirements may limit the amount of borrowing under this credit agreement. Under the most restrictive of these requirements, the company was limited to a maximum borrowing of $134.0 million at September 30, 2003. The company must report on these requirements quarterly. The company is in compliance with all of these requirements as of September 30, 2003.

Cash payments for interest on all borrowings were $3,261,000, $4,348,000, and $8,574,000 in 2003, 2002 and 2001, respectively.

In total, the carrying amount of long-term debt as of September 30, 2003 approximates fair value. The exception to this is the senior notes payable to insurance companies. The combined book value of these senior notes is $60,258,000. The company estimates fair value of these notes to be $63,684,000. The fair value was determined by discounting the future cash outflows based upon an estimate of the current market rates for instruments with similar risk and term to maturity.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  43

8. Restructuring

In September 2002, the company initiated a plan to restructure its operations. The company has closed several manufacturing and engineering facilities and consolidated its operations into fewer, more efficient facilities. As part of these plans, the company relocated certain manufacturing operations to new facilities in Mexico and the Czech Republic. The company plans to complete the relocation of several additional manufacturing operations to these new facilities early in 2004. As part of these restructuring plans, the company has paid $13.0 million of severance to 885 employees who were terminated in 2003. Including discontinued operations (see Note 9), the company has terminated 1,058 employees. Restructuring costs charged to income in 2003 were $9.2 million, consisting of $1.3 million of restructuring expense for the relocation of fixed assets and inventory that was expensed as incurred and $7.9 million for severance and accrued lease and contract termination costs. During 2003, the company charged $14.3 million against the restructuring reserve, of which $13.7 million was actual cash costs.

As part of the Allen acquisition, the company accrued $13.7 million of integration costs for employee termination, lease cancellation and other costs. These plans will result in the termination of approximately 380 Allen employees. The company incurred $2.2 million of cash costs for employee termination in 2003.

DOLLARS IN THOUSANDS	2002 RESTRUCTURING ACCRUAL		CHARGES TO RESERVE IN 2002			SEPT. 30, 2002 RESERVE BALANCE
2002 Restructuring Activity
Inventory provisions	$	11,138	$	(11,138	)	$	—
Employee termination costs	11,877		—			11,877
Equipment and other asset provisions	9,579		(9,579		)	—
Lease and contract cancellation costs	3,452		—			3,452
Restructuring activity	$	36,046	$	(20,717	)	$	15,329

DOLLARS IN THOUSANDS	SEPT. 30, 2002 RESERVE BALANCE		CHARGES TO RESERVE IN 2003			2003 RESTRUCTURING ACCRUAL		ALLEN INTEGRATION ACCRUAL		ALLEN INTEGRATION CHARGES			SEPT. 30, 2003 RESERVE BALANCE
2003 Restructuring Activity
Employee termination costs	$	11,877	$	(13,021	)	$	1,144	$	11,728	$	(539	)	$	11,189
Equipment and other asset provisions	—		—			—		—		—			—
Lease and contract cancellation costs	3,452		(1,320		)	6,775		1,952		(1,634		)	9,225
Restructuring activity	$	15,329	$	(14,341	)	$	7,919	$	13,680	$	(2,173	)	$	20,414

44  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

9. Discontinued Operations

In September 2002, the company discontinued three non-strategic businesses: equipment shelters, wireless accessories and satellite modems. The company recognized an after-tax charge of $26.4 million to reduce the carrying value of these assets to their fair value. The company estimated the fair value of these assets based on the projected proceeds from sale of these assets, net of any related costs. This $26.4 million charge consisted of a pre-tax charge of $34.7 million net of an $8.3 million tax benefit. Included in this $26.4 million was $2.1 million of goodwill, which was the portion of the company’s total goodwill attributable to these discontinued operations. These businesses employed approximately 170 employees. The company closed its satellite modem business in September 2002 and sold its equipment shelter business in October 2002 and its wireless accessories business in January 2003.

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

DOLLARS IN THOUSANDS	YEAR ENDED SEPTEMBER 30
	2003			2002			2001
Sales	$	8,214		$	54,108		$	114,219
Cost of sales	9,807			58,010			106,643
Gross profit (loss)	(1,593		)	(3,902		)	7,576
Operating expenses	2,956			11,077			18,347
Loss before income taxes	(4,549		)	(14,979		)	(10,771		)
Income tax benefit	(1,365		)	(4,495		)	(3,445		)
Loss from discontinued operations	$	(3,184	)	$	(10,484	)	$	(7,326	)

The company had no assets or liabilities relating to these discontinued businesses at September 30, 2003. At September 30, 2002, included in other current assets, other assets and accrued expenses and other liabilities the company had $14.8 million, $2.0 million and $5.0 million, respectively, of assets and liabilities relating to these businesses.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  45

10. Income Taxes

The composition of the provision for income tax expense is as follows:

DOLLARS IN THOUSANDS	YEAR ENDED SEPTEMBER 30
	2003			2002			2001
Currently Payable
Federal	$	1,767		$	4,189		$	8,546
Non-United States	10,057			10,518			12,227
State	(768		)	(1,451		)	958
	11,056			13,256			21,731
Deferred (Credit)
Federal & State	(5,915		)	(10,678		)	10,713
Non-United States	(519		)	—			—
	(6,434		)	(10,678		)	10,713
Provision for Income Tax Expense	$	4,622		$	2,578		$	32,444
Income Taxes Paid	$	7,814		$	12,033		$	16,450
Components of Income (Loss) from Continuing Operations before Income Taxes
United States	$	(17,665	)	$	(26,101	)	$	17,204
Non-United States	40,991			39,171			84,188
	$	23,326		$	13,070		$	101,392

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
	2003		2002		2001
Statutory United States federal tax rate	35.0	%	35.0	%	35.0	%
Foreign Sales Corporation (FSC) / Extra-Territorial Income (ETI)	(7.5	)	(13.4	)	(2.5	)
State income taxes, net of federal tax effect	(2.5	)	(2.5	)	0.5
Rate differential on foreign earnings	(3.8	)	(5.8	)	(3.0	)
Rate differential of restructuring and disposition of equity interests	0.0		1.4		0.0
Capital loss utilization	(12.4	)	0.0		0.0
Valuation allowance for foreign tax credits	14.4		0.0		0.0
Permanent items and other	(3.4	)	5.0		2.0
Effective Tax Rate	19.8	%	19.7	%	32.0	%

46  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

The components of the deferred tax assets and liabilities are as follows:

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002
Deferred Tax Assets
Restructuring reserves	$	33,373		$	13,453
Recoverable taxes	7,387			15,107
Net operating loss and other attribute carryforwards	60,941			29,145
Other accrued liabilities & reserves	42,786			20,123
Total Deferred Tax Assets	144,487			77,828
Valuation allowances	(16,056		)	(2,678		)
Net Deferred Tax Assets	$	128,431		$	75,150
Deferred Tax Liabilities
Depreciation and amortization	$	(44,705	)	$	(33,822	)
Undistributed foreign earnings	(19,203		)	(13,958		)
LIFO Reserve	(6,064		)	(5,934		)
Other deferred income/expense	(18,743		)	(1,930		)
Total Deferred Tax Liabilities	(88,715		)	(55,644		)
Net Deferred Tax Asset	$	39,716		$	19,506
Deferred Taxes as Recorded on the Balance Sheet
Current deferred tax asset	$	25,414		$	35,229
Non-current deferred tax asset (liability)	14,302			(15,723		)
Net Deferred Tax Asset	$	39,716		$	19,506

The current deferred tax asset is reported, net of current taxes payable, in other current assets on the consolidated balance sheet. The non-current deferred tax asset is included in other assets on the consolidated balance sheet for the year ended September 30, 2003. The non-current deferred tax liability is included in deferred liabilities on the consolidated balance sheet for the year ended September 30, 2003. The classification of certain detailed deferred tax asset and liability items for the year ended September 30, 2002 has been revised to reflect items related to acquired companies.

A tax asset has been recorded to reflect benefits associated with domestic net operating loss carryforwards of approximately $135.0 million, which will expire in 2018 through 2023. Another deferred tax asset has been recorded for foreign tax credit carryforwards of approximately $10.7 million, which will expire in 2007 through 2008. A valuation allowance of $7.0 million has been established against these foreign tax credit carryforwards due to uncertainty as to the company’s ability to utilize these credits within the carryforward period. A valuation allowance of $9.0 million has been established for certain foreign net operating losses. No valuation allowance has been recorded for the remainder of the company’s deferred tax assets as the company expects the turnaround of deferred tax liabilities, higher taxable income in the United States and tax planning strategies would make the realization of these deferred tax assets more likely than not. At September 30, 2003, the company also has alternative minimum tax credits in the amount of $4.0 million available to reduce future federal income tax liabilities.

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  47

No provision has been made for income taxes of approximately $50.3 million at September 30, 2003, which would be payable in the event that all undistributed earnings of subsidiaries located outside the United States were distributed as dividends. The company plans to continue its non-United States operations, and anticipates the ability to use tax planning opportunities to offset the additional tax liability if dividends are declared and paid from these operations. A tax provision in the amount of approximately $19.2 million has been recorded to reflect the United States tax cost associated with the repatriation of that portion of undistributed earnings of Andrew’s Chinese subsidiary that are not considered to be permanently reinvested.

11. Commitments and Contingencies

LEASES  The company’s leases consist primarily of facilities and equipment and expire between 2004 and 2013. Annual rental expense for operating leases included in results from continuing operations were $14.0 million, $9.6 million, and $9.8 million in 2003, 2002, and 2001 respectively. Future minimum payments under noncancellable operating and capital leases having a remaining term in excess of one year at September 30, 2003 are as follows:

DOLLARS IN THOUSANDS	OPERATING		CAPITAL
2004	$	13,097	$	922
2005	9,986		925
2006	8,756		923
2007	8,303		924
2008	8,140		923
Thereafter	23,415		1,230
Total minimum lease payments	$	71,697	$	5,847
Less amount representing interest			(878		)
			$	4,969

At September 30, 2003, the company had $3.4 million of assets recorded under capital leases that are included in Property, Plant and Equipment.

WARRANTY RESERVES The company offers warranties on most of its products. The specific terms and conditions of the warranties offered by the company vary depending upon the product sold. The company estimates the costs that may be incurred under its warranty plans and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the company’s warranty liability include the number of units sold, the type of products sold, historical and anticipated rates of warranty claims and cost per claim. The company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. The following is an analysis of product warranty reserves:

	SEPTEMBER 30
DOLLARS IN THOUSANDS	2003			2002
Warranty reserves at beginning of the year	$	9,932		$	520
Accrual for warranties issued	3,134			2,450
Reserve balances acquired (2003: Allen Telecom, 2002: Celiant Corporation)	3,469			8,205
Warranty settlements made	(4,116		)	(1,309		)
Warranty expirations and adjustments	51			66
Warranty reserves at end of the year	$	12,470		$	9,932

LETTERS OF CREDIT The company utilizes letters of credit to back certain financing instruments, insurance policies and payment obligations. These letters of credit are with various financial institutions and have terms of three years or less. The contract amounts and fair values of letters of credit at September 30, 2003 and 2002 were $13.0 million and $11.7 million, respectively.

LEGAL PROCEEDINGS On December 11, 2001, a lawsuit was filed against Allen in the United States District Court for the District of Delaware by a competitor, TruePosition, Inc., and its subsidiary, KSI, Inc. In their original complaint, the plaintiffs alleged that Allen, through its Grayson Wireless division, infringed three patents in connection with Allen’s GEOMETRIX wireless geolocation business. On July 16, 2002, the plaintiffs amended their complaint to include four additional patents in the lawsuit. In Allen’s answer to the original complaint, filed on January 18, 2002, and to the amended complaint, filed on July 30, 2002, it has denied all of the plaintiffs’ allegations and asserted a patent infringement counterclaim of one of Allen’s patents and asserted antitrust and business tort counterclaims based on plaintiffs’ bad faith initiation of the present litigation. Allen and plaintiffs have agreed to withdraw claims of infringement with respect to three of plaintiffs’ seven patents in suit and Allen’s patent in suit. The lawsuit relates to all of the geolocation products of the company’s Allen subsidiary, which products have accounted for approximately $221.7 million of total sales since their introduction and approximately $37.1 million since the acquisition of Allen (July 16, 2003 to September 30, 2003). Plaintiffs are seeking damages for lost profits, price erosion and royalties due to Allen’s alleged infringement and have requested that such damages be trebled as a result of alleged willful infringement by Allen. The company believes that plaintiffs have suffered no damages. Plaintiffs are also seeking to enjoin Allen’s alleged infringement. A trial date of April 13, 2004 has been set. The company believes that Allen has meritorious defenses against the claims asserted by the plaintiffs, and the company intends to vigorously defend the lawsuit. There can be no assurance, however, that the company will ultimately prevail in this action. Whether the company ultimately wins or loses, litigation could be time-consuming and costly and injure the company’s reputation. If the plaintiffs prevail in this action, the company may be required to pay a substantial

48  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

judgment and/or negotiate royalty or license agreements with respect to the patents at issue, and may not be able to enter into such agreements on acceptable terms. Any limitation on the company’s ability to provide a service or product could cause the company to lose revenue-generating opportunities and require the company to incur additional expenses, either of which could have a material adverse effect on its business. The company may also be required to indemnify its customers for any expenses or liabilities resulting from the claimed infringements. These potential costs and expenses, as well as the need to pay any damages awarded in favor of the plaintiffs, which may be material in amount, could increase the company’s selling, general and administrative expenses, reduce the company’s income and adversely affect the company’s liquidity.

The company is also a party to various other legal proceedings, lawsuits and other claims arising in the ordinary course of its business. The company does not believe that such other litigation, if adversely determined, would have a material effect on the company’s business, financial position, results of operations or cash flow.

12. Stockholders’ Equity

COMMON STOCK Stockholders of the company have authorized the issuance of 400,000,000 shares of common stock with a par value of $.01 per share. As of September 30, 2003, 158,292,367 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 only become exercisable 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.

In 1997, the company’s Board of Directors authorized the company to repurchase up to 15 million common shares. Under this plan, the company repurchased a total of 11,785,432 shares at a cost of $222.2 million from 1997 to 2000. In August 2003, the company’s Board of Directors authorized the company to repurchase an additional 15 million shares of its common stock. These repurchases may be made on the open market or in negotiated transactions and the timing and amount of shares repurchased will be determined by the company’s management. In August 2003, the company repurchased 5,000,000 shares at a cost of $49.6 million under these stock buy-back programs.

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

	YEAR ENDED SEPTEMBER 30
	2003		2002		2001
Shares of Common Stock–Issued
Balance at beginning of year	102,718,210		102,718,210		102,718,210
Shares issued in Allen Telecom acquisition	55,229,795		—		—
Shares issued for conversion of preferred stock	2,942,652		—		—
Shares issued for stock options	10,000		—		—
Balance at End of Year	160,900,657		102,718,210		102,718,210
Shares of Common Stock–Held in Treasury
Balance at beginning of year	4,500,493		21,187,764		21,476,101
Stock repurchase	5,000,000		—		—
Stock issued in Celiant acquisition	—		(16,278,805	)	—
Shares issued for conversion of preferred stock	(6,362,863	)	—		—
Stock options and other plans	(529,340	)	(408,466	)	(288,337	)
Balance at End of Year	2,608,290		4,500,493		21,187,764

At September 30, 2003 the company had 12,386,340 shares of common stock that could potentially be issued under various stock plans described in Note 13. In addition, 2,117,557 shares could potentially be issued if the company’s outstanding convertible preferred stock is converted (see Convertible Preferred Stock), and 17,531,568 shares could potentially be issued if the company’s convertible notes are converted (see Note 7).

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  49

CONVERTIBLE PREFERRED STOCKIn connection with the Allen Telecom merger, the company issued 991,070 shares of Series A 7.75% convertible preferred stock. The convertible preferred stock has no par value and a liquidation preference of $50.00 per share plus accrued and unpaid dividends. These convertible preferred shares will gain limited voting rights only if the company does not pay dividends for six consecutive quarters.

Dividends on the convertible preferred stock may be paid in cash, common stock, or a combination thereof. Unpaid and/or undeclared dividends do not accumulate, but the number of common shares that the preferred stockholders are entitled to receive upon conversion of the preferred stock will automatically increase, as specified in the company’s Certificate of Incorporation. In 2003, the company paid $808,000 in regular preferred stock dividends.

Each share of preferred stock is convertible, at the option of the holder at any time, into shares of common stock of the company, par value $.01 per share, at an initial conversion rate of $4.338 per share (equivalent to a conversion rate of 11.526 shares of common stock at a liquidation preference of $50.00), subject to adjustment under certain conditions, including the occurrence of certain change of control transactions. On or after February 20, 2005, the company may, at its option as discussed below, cause all of the outstanding shares of preferred stock to be automatically converted into common stock at the then prevailing conversion ratio. The company may exercise that conversion right if, for at least 20 trading days within any consecutive 30-day trading period (including the last trading day), the closing price of its common stock equals or exceeds 125% of the then prevailing conversion price of the preferred stock.

Subject to legal availability of funds, the shares of preferred stock are mandatorily redeemable by the company for cash at their liquidation preference on or after February 15, 2014 (unless previously converted into common shares of the company) and are not redeemable by the company before that date.

In a series of privately negotiated transactions, the company paid $7.00 per share of preferred stock to induce early conversion into Andrew common stock. In the fourth quarter of 2003, the company paid approximately $5.7 million to convert 807,350 shares into 9,305,515 shares of Andrew common stock. The company issued 6.4 million shares out of treasury stock and 2.9 million new shares were issued for the conversion (see table at the beginning of this note). This $5.7 million has been included on the statement of operations as preferred stock dividends. At September 30, the company had 183,720 shares of convertible preferred stock outstanding.

13. Stock-Based Compensation

The company currently maintains a long-term Management Incentive Program (MIP), which provides for the issuance of up to 9,112,500 common shares in the form of stock options and awards and the awarding of performance units payable in cash or stock to key officers and other employees. On February 8, 2000, the company’s shareholders ratified a new long-term Management Incentive Program (MIP), which provided for the issuance of up to an additional 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. On February 11, 2003, the company’s shareholders approved an increase of these shares from 4,000,000 to 8,000,000 shares. Options previously granted under these plans vest over a four-year period and expire ten years after the grant date. In fiscal year 2003, there were 1,107,475 options granted under these plans. At September 30, 2003, there were 4,247,548 options available for grant under these plans.

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 granted 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 provided for the issuance of up to 400,000 common shares. On February 11, 2003, the company’s shareholders approved an increase of these shares from 400,000 to 800,000 shares. Options under this plan vest over a five-year period and expire ten years after grant. In fiscal year 2003, there were 84,000 options granted under this plan. At September 30, 2003, there were 344,000 options available for grant under this plan.

In connection with the Allen Telecom merger, Allen stock options outstanding at July 15, 2003 were converted into Andrew stock options. The company granted a total of 430,473 options for these conversions. These options are fully vested and expire at various dates over the next three years.

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 and can contribute up to 5% of their base salary to this plan. The plan authorizes up to 1,771,875 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 2003, there were 390,858 shares purchased by employees under the plan.

50  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

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

	YEAR ENDED SEPTEMBER 30
	2003			2002			2001
Outstanding at beginning of year	5,690,317			4,673,740			3,719,158
Granted	1,621,948			1,321,180			1,326,700
Expired or cancelled	(438,272		)	(139,788		)	(338,320		)
Exercised	(55,876		)	(164,815		)	(33,798		)
Outstanding at End of Year	6,818,117			5,690,317			4,673,740
Exercisable at End of Year	4,193,768			2,914,767			2,331,288
Weighted Average Exercise Price
Outstanding at beginning of year	$	22.20		$	22.36		$	22.48
Granted	9.87			20.59			22.31
Expired or cancelled	23.20			23.81			24.01
Exercised	8.03			12.72			16.70
Outstanding at End of Year	19.32			22.20			22.36
Exercisable at End of Year	$	21.26		$	23.01		$	22.85

The weighted average fair value of options granted during fiscal years 2003, 2002, and 2001 was $4.42, $10.40, and $11.38, per share, respectively. The weighted average life of options outstanding as of September 30, 2003 was 6.18 years. The range of exercise prices for options outstanding at September 30, 2003, was $3.44 to $38.17.

RANGE OF EXERCISE PRICES	$3.44-$10.17		$11.69-$15.77		$16.00-$20.56		$21.31-$22.65		$23.13-$24.94		$27.19-$38.17		TOTAL
Outstanding Options	1,287,889		586,730		1,433,417		1,868,706		1,105,100		536,275		6,818,117
Exercisable Options	206,689		531,730		1,097,267		881,253		940,679		536,150		4,193,768
Weighted Average
Exercise Price	$	6.89	$	13.25	$	17.88	$	22.35	$	23.54	$	35.89	$	21.26
Average Life	8.30		3.45		5.50		7.28		5.58		3.27		6.18

ANDREW CORPORATION 2003 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  51

14. Segment and Geographic Information

The company manages its business as one operating segment. The major product categories in this segment are: Antennas, Base Station Subsystems, Cable Products, Network Solutions, and Wireless Innovations. The company sells to a wide range of customers in these markets. In 2003, sales to Lucent Technologies were $165.4 million or 16% of the company’s total revenue. In 2002, sales to Lucent Technologies were $94.8 million or 11% of the company’s total revenue. In 2001, no single customer made 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	2003		2002		2001
Sales by Product Group
Antennas	$	264,775	$	255,779	$	320,225
Base Station Subsystems	236,150		96,303		7,837
Cable Products	428,189		490,165		579,030
Network Solutions	43,772		—		—
Wireless Innovations	41,600		22,554		28,184
Total Sales	$	1,014,486	$	864,801	$	935,276
Sales by Geographic Area
United States–Domestic	$	446,964	$	428,549	$	405,585
United States–Export	72,774		38,255		40,499
Europe, Middle East, Africa	278,326		188,737		171,068
China	73,649		59,134		141,100
Other Asia-Pacific	70,641		84,868		72,364
Other Americas	72,132		65,258		104,660
Total Sales	$	1,014,486	$	864,801	$	935,276
Assets Identifiable to
United States	$	544,813	$	323,402	$	361,216
United States–discontinued operations	—		16,792		73,645
Europe, Middle East, Africa	378,129		165,393		146,777
China	117,932		89,049		137,371
Other Asia-Pacific	40,579		42,423		39,616
Other Americas	77,296		42,968		54,325
Goodwill & Other Intangible Assets	914,484		443,639		44,782
Consolidated Assets	$	2,073,233	$	1,123,666	$	857,732

52  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ANDREW CORPORATION 2003

15. 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 sales and operating results. 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
2003
Sales	$	254,526		$	201,318		$	213,721		$	344,921	(2)	$	1,014,486
Gross profit	71,213			51,717			54,630			97,585			275,145
Income (loss) from continuing operations before income taxes	9,482			(2,388		)	8,046		(1)	8,186		(3),(4)	23,326
Income (loss) from continuing operations	6,637			(1,671		)	8,417		(1)	5,321		(3),(4)	18,704
Net income (loss)	6,067			(3,431		)	7,629			5,255		(3),(4)	15,520
Preferred stock dividends	—			—			—			6,459			6,459
Net income (loss) available to common shareholders	6,067			(3,431		)	7,629		(1)	(1,204		)(3),(4)	9,061
Basic and diluted income (loss) from continuing operations	0.07			(0.02		)	0.09		(1)	(0.01		)(3),(4),(5)	0.11
Basic and diluted net income (loss) per share	0.06			(0.03		)	0.08		(1)	(0.01		)(3),(4),(5)	0.08
Common Stock Price Range:
High	12.45			11.27			10.04			14.17
Low	$	6.06		$	5.50		$	5.73		$	9.34
2002
Sales	$	199,896		$	189,326		$	203,753		$	271,826	(7)	$	864,801
Gross profit	63,375			54,853			57,155			62,325		(8)	237,708
Income (loss) from continuing operations before income taxes	23,429		(6)	9,901			6,245			(26,505		)(8)	13,070
Income (loss) from continuing operations	17,674		(6)	6,930			4,371			(18,483		)(8)	10,492
Net income (loss)	15,327		(6)	3,306			1,993			(47,005		)(8),(9)	(26,379		)
Basic and diluted income (loss) from continuing operations per share	0.22		(6)	0.08			0.05			(0.19		)(8)	0.12
Basic and diluted net income (loss) per share	0.19		(6)	0.04			0.02			(0.48		)(8),(9)	(0.30		)
Common Stock Price Range:
High	23.82			24.43			18.00			14.36
Low	$	17.38		$	15.79		$	13.35		$	6.50

(1)Includes $9.3 million pre-tax and after-tax gain on the sale of assets.

(2)The increase in sales in the September 2003 quarter was primarily driven by the July acquisition of Allen Telecom, Inc.

(3)Includes $2.8 million pre-tax, $1.8 million after-tax gain related to the sale of assets.

(4)Includes restructuring charges of $8.5 million pre-tax, $5.6 million after-tax.

(5)Per share calculations are based on income available to common shareholders, which included preferred stock dividends of $6.5 million in the fourth quarter of 2003.

(6)Includes $8.7 million pre-tax, $7.3 million after-tax gain on the sale of Russian joint ventures.

(7)The increase in sales in the September 2002 quarter was primarily driven by the June acquisition of Celiant Corporation.

(8)Includes restructuring charges of $36.0 million pre-tax and $25.2 million after-tax.

(9)Includes loss on the disposal of discontinued operations of $26.4 million.

ANDREW CORPORATION 2003 REPORT OF INDEPENDENT AUDITORS  53

To the Stockholders and Board of Directors of Andrew Corporation

We have audited the accompanying consolidated balance sheets of Andrew Corporation and subsidiaries as of September 30, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2003. 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, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2003 in conformity with generally accepted accounting principles, generally accepted in the United States.

/s/ Ernst & Young LLP

Chicago, Illinois

October 24, 2003

54  ELEVEN-YEAR FINANCIAL SUMMARY (UNAUDITED) ANDREW CORPORATION 2003

DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2003			2002			2001
Operations
Sales	$	1,014,486		$	864,801		$	935,276
Gross profit	275,145			237,708			309,909
Operating income	13,683			9,395			108,602
Other (income) expense	(9,643		)	(3,675		)	7,210
Income from continuing operations before taxes	23,326			13,070			101,392
Income from continuing operations	18,704			10,492			68,948
Discontinued Operations:
Loss (income) from operations of discontinued operations, net of taxes	3,184			10,484			7,326
Loss on disposal of discontinued operations, net of taxes	—			26,387			—
Net income (loss)	15,520			(26,379		)	61,622
Net income (loss) available to common shareholders*	9,061			(26,379		)	61,622
Basic income from continuing operations per share	0.11			0.12			0.85
Diluted income from continuing operations per share	0.11			0.12			0.85
Basic net income per share	0.08			(0.30		)	0.76
Diluted net income per share	0.08			(0.30		)	0.76
Orders and Backlog
Orders entered	999,859			903,171			1,002,979
Order backlog at year end	327,264			195,318			191,997
Financial Position
Working capital	615,474			240,613			376,082
Total assets	2,073,233			1,123,666			857,732
Long-term debt	301,364			13,391			39,905
Stockholders’ equity	1,423,970			845,244			600,650
Cash Flow
From operations	62,366			155,121			160,152
From (used for) investing activities	39,383			(170,238		)	(79,070		)
From (used for) from financing activities	89,634			(17,891		)	(16,119		)
Cash and equivalents	$	286,269		$	84,871		$	112,377
Ratios and Other Data
Current ratio	3.2			2.0			3.1
Return on Sales:
Income from continuing operations	1.8		%	1.2		%	7.4		%
Net income	1.5		%	(3.1		)%	6.6		%
Return on average assets	1.0		%	(2.7		)%	7.4		%
Return on average stockholders’ equity	1.4		%	(3.6		)%	10.8		%
Stockholders’ equity per share outstanding	$	9.00		$	8.61		$	7.37
Research and development	84,151			57,977			39,934
Additions to property, plant and equipment for continuing operations	$	31,859		$	40,496		$	70,293
Number of full-time equivalent employees at year end:
Outside United States	4,557			2,115			1,944
Total employees	7,228			4,757			4,768
Average basic shares of stock outstanding (thousands)	109,822			87,197			81,382
Average diluted shares of stock outstanding (thousands)	109,866			87,295			81,542
Total shares of stock outstanding at year-end (thousands)	158,292			98,218			81,530
Registered stockholders at year end	5,078			3,665			3,622

All data presented has been updated for the disposal of discontinued operations in 1997 and 2002.

* In 2003, the company paid preferred stock dividends of $6.5 million.         key statistics

ANDREW CORPORATION 2003 ELEVEN-YEAR FINANCIAL SUMMARY (UNAUDITED)  55

DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS	2000			1999			1998			1997			1996			1995			1994			1993
Operations
Sales	$	902,898		$	708,038		$	780,738		$	766,195		$	702,081		$	575,666		$	512,115		$	378,736
Gross profit	322,322			242,051			323,001			340,933			310,252			253,780			208,169			148,164
Operating income	140,189			50,867			163,901			167,438			146,330			120,369			83,929			48,262
Other (income) expense	11,050			(1,267		)	2,452			(2,359		)	4,150			3,256			6,669			2,818
Income from continuing operations before taxes	129,139			52,134			161,449			169,797			142,180			117,113			77,260			45,444
Income from continuing operations	87,815			32,437			106,556			110,368			90,995			74,844			49,353			28,949
Discontinued Operations:
Loss (income) from operations of discontinued operations, net of taxes	8,214			2,010			2,709			5,940			598			4,889			3,586			(454		)
Loss on disposal of discontinued operations, net of taxes	—			—			—			16,086			—			—			—			—
Net income (loss)	79,601			30,427			103,847			88,342			90,397			69,955			45,767			29,403
Net income (loss) available to common shareholders*	79,601			30,427			103,847			88,342			90,397			69,955			45,767			29,403
Basic income from continuing operations per share	1.08			0.39			1.21			1.21			1.01			0.84			0.56			0.34
Diluted income from continuing operations per share	1.08			0.39			1.21			1.21			1.00			0.83			0.55			0.33
Basic net income per share	0.98			0.37			1.18			0.97			1.00			0.78			0.52			0.34
Diluted net income per share	0.98			0.37			1.18			0.97			0.99			0.78			0.51			0.33
Orders and Backlog
Orders entered	926,933			706,830			797,096			779,622			725,201			635,127			510,076			386,098
Order backlog at year end	133,192			115,555			129,375			119,178			153,372			135,692			83,086			85,875
Financial Position
Working capital	350,658			303,853			320,117			332,721			284,602			227,164			171,705			142,675
Total assets	817,197			666,090			682,903			691,154			631,229			505,114			425,326			343,876
Long-term debt	65,843			48,760			38,031			35,693			40,423			45,255			46,092			52,467
Stockholders’ equity	542,945			484,010			508,778			509,123			456,214			357,191			276,553			221,872
Cash Flow
From operations	49,974			72,835			149,852			151,680			66,796			55,816			52,343			54,911
From (used for) investing activities	(95,364		)	(70,074		)	(64,117		)	(61,427		)	(78,683		)	(55,367		)	(38,692		)	(33,295		)
From (used for) from financing activities	55,386			(44,655		)	(100,361		)	(25,499		)	(1,972		)	4,570			4,259			(5,938		)
Cash and equivalents	$	44,865		$	38,287		$	78,395		$	93,823		$	31,295		$	46,064		$	40,714		$	22,001
Ratios and Other Data
Current ratio	3.0			3.8			3.7			3.6			3.4			3.4			2.8			3.2
Return on Sales:
Income from continuing operations	9.7		%	4.6		%	13.6		%	14.4		%	13.0		%	13.0		%	9.6		%	7.6		%
Net income	8.8		%	4.3		%	13.3		%	11.5		%	12.9		%	12.2		%	8.9		%	7.8		%
Return on average assets	10.7		%	4.5		%	15.1		%	13.4		%	15.9		%	15.0		%	11.9		%	8.9		%
Return on average stockholders’ equity	15.5		%	6.1		%	20.4		%	18.3		%	22.2		%	22.1		%	18.4		%	14.2		%
Stockholders’ equity per share outstanding	$	6.68		$	5.89		$	6.02		$	5.68		$	5.03		$	3.97		$	3.12		$	2.61
Research and development	31,684			26,967			24,082			38,738			28,026			19,688			18,762			16,650
Additions to property, plant and equipment for continuing operations	$	74,181		$	49,298		$	55,417		$	46,061		$	50,431		$	45,614		$	27,095		$	17,876
Number of full-time equivalent employees at year end:
Outside United States	1,822			1,261			1,219			1,185			1,162			763			661			584
Total employees	4,703			3,626			3,586			3,724			4,028			3,409			3,096			2,924
Average basic shares of stock outstanding (thousands)	80,944			82,675			87,941			90,947			90,263			89,177			87,845			86,193
Average diluted shares of stock outstanding (thousands)	81,418			82,813			88,306			91,539			91,033			89,964			89,204			87,831
Total shares of stock outstanding at year-end (thousands)	81,242			82,192			84,508			89,581			90,648			90,075			88,526			85,024
Registered stockholders at year end	3,688			4,365			4,727			4,599			3,242			2,340			1,482			1,133

All data presented has been updated for the disposal of discontinued operations in 1997 and 2002.

* In 2003, the company paid preferred stock dividends of $6.5 million.

70  CORPORATE OFFICERS ANDREW CORPORATION 2003

PAUL R. COX, 44, group president, antennas, 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 Bachelor of Science in Electrical Engineering (BSEE) from Auburn University and a Master of Science (MS) in the same discipline from Southern Methodist University.

JOHN E. DESANA, 54, group president, cable products, joined Andrew in March 1991 as operations manager, HELIAX® cable products and became vice president, HELIAX® cable and accessories in November 1996. Prior to joining Andrew, he was employed by Litton Industries and Belden Wire and Cable. He graduated from Xavier University with a Bachelor of Arts (BA) in economics.

JOHN R.D. DICKSON, 48, vice president, corporate marketing and global information systems since 1996, joined Andrew in 1975 and has held numerous management positions in engineering, business development, marketing and business unit management. He holds a Higher National Diploma (HND) in physics from Napier University, Edinburgh, Scotland.

FLOYD L. ENGLISH, 69, chairman since 1994, served as president and chief executive officer of Andrew from 1983 to 2000 and from 2001 to 2003. Dr. English joined Andrew in 1980 as vice president, corporate development and became vice president, U.S. operations in February 1981 and president in 1982. Dr. English is a member of the boards of the Executive Club of Chicago and the Illinois Mathematics and Science Academy Fund for Advancement of Education.

RALPH E. FAISON, 45, president and chief executive officer, joined Andrew in June 2002 as president and chief operating officer. He was formerly president and chief executive officer of Celiant Corporation since June 2001. Prior to joining Celiant, he was vice president of New Ventures Group at Lucent Technologies from 1997. Previously, he was vice president of advertising and brand management. Prior to Lucent, he held various positions at AT&T, including vice president and general manager of AT&T’s wireless business unit and manufacturing vice president for its consumer products unit in Bangkok, Thailand. He holds a Bachelor of Science (BS) in marketing from Georgia State University and a MS in management from Stanford University. He is a member of the board of directors for WatchMark Corporation, NETGEAR, Inc., the Executive Club of Chicago, and Board of Advisors for New Venture Partners LLC, the general partner of New Venture Partners II LP. New Venture Partners II LP was an investor in Celiant Corporation and owned 5.3% of Andrew’s outstanding stock on September 30, 2003 as a result of the acquisition of Celiant by Andrew.

TERRY N. GARNER, 54, group president, network solutions, served as president of Grayson Wireless, a division of Allen Telecom, Inc., since 1986. Prior to founding Grayson Wireless, he spent fifteen years with General Electric Mobile Communications in Lynchburg, Virginia. He graduated with a BSEE from Louisiana State University.

M. JEFFREY GITTELMAN, 55, vice president and treasurer, joined Andrew in 1992. Previously, he was vice president and treasurer of Holnam Inc. and assistant treasurer of Storage Technology Corporation. He holds a Bachelor of Business Administration (BBA) in finance from Hofstra University and a Master of Business Administration (MBA) from Adelphi University. He is a member of the National Association of Corporate Treasurers organization.

DANIEL J. HARTNETT, 48, vice president, tax, joined Andrew in April 1997 as tax director and was elected vice president in July 2003. Prior to joining Andrew, he was employed by Sara Lee Corporation and the public accounting firm of Touche Ross. He holds a Juris Doctorate (JD), Master of Science and Tax (MST) from DePaul University and a BA from Northern Illinois University. He is a member of the Illinois Bar, the American Institute of Certified Public Accountants (AICPA) and Tax Executives Institute.

ROBERT J. HUDZIK, 54, vice president, corporate development, joined Andrew in July 1996. He was formerly director, marketing and sales, network services for PTT Telecom of the Netherlands from January 1994 until 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 a MBA from the University of Chicago.

J.C. HUANG, 45, chief technology and strategy officer, joined Andrew in August 2003. He has over twenty years’ experience in various roles in the wireless industry. He has been a managing director and general partner of Ericsson Venture Partners, a management consultant with McKinsey & Co., and a principal scientist at Raytheon. He holds a PhD in applied physics from Cornell University and a MBA in finance from the Wharton School.

MARTY R. KITTRELL, 46, chief financial officer, joined Andrew in June 2002 as vice president, strategic planning. He was formerly vice president and chief financial officer of Celiant Corporation. Between 1997 and 2000, he held various executive positions at BlueStar Battery Systems International, Worldtex, Inc. and Enfinity Corporation. Prior to that, he was vice president and chief financial officer from 1989 to 1997 of Exide Electronics Group, Inc. He holds a BS in accounting from Lipscomb University. He is a CPA, member of Financial Executives International (FEI), National Investor Relations Institute and AICPA.

ANDREW CORPORATION 2003 CORPORATE OFFICERS  71

JAMES L. LEPORTE III, 49, vice president, sales operations, joined Andrew in July 2003. He was formerly vice president, finance of Allen Telecom Inc. since 1999. Prior to 1999, he was vice president, treasurer and controller from 1995-1999 and vice president and controller from 1990-1995 at Allen and he also held several managerial positions with Allen Telecom from 1981-1990. Prior to Allen, he was employed by General Electric Company where he held various financial management positions and graduated from GE’s financial management program. He holds a BA in economics from Hamilton College.

FRED H. LIETZ, 48, vice president, procurement, joined Andrew in December 2000 from the consumer goods industry where he was employed by Philips in Europe and later by Whirlpool Corporation in the US. He holds a degree in business administration from IHK, Stuttgart, Germany.

GREGORY F. MARUSZAK, 55, vice president and chief compliance officer, joined Andrew in 1982 as financial reporting manager. Prior to his newly created role, he was vice president, finance and administration and chief accounting officer. He was employed at the public accounting firm of Ernst & Young. He received a BA in accounting from Lewis University. He is a CPA, member of the AICPA and the Illinois CPA society.

JAMES D.MCILVAIN, 43, interim group president, worldwide sales, joined Andrew in 1986 and served in a number of sales and sales management positions. He was named vice president, Asia-Pacific and global OEM sales in 2000, having previously been director, Asia-Pacific and global OEM sales since 1999. Prior to joining Andrew, he was employed by S.K. Products. He holds BA in marketing from North Central College.

CHARLES R. NICHOLAS, 57, vice chairman of Andrew since September 2000 and will become chairman in February 2004. 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 from 1995 to 2003. He was formerly a senior executive in the public accounting firm of Ernst & Young. He holds a BA in accounting from St. Ambrose University. He is a CPA, a member of AICPA, Illinois CPA Society and FEI.

MARK A. OLSON, 45, vice president, corporate controller and chief accounting officer, joined Andrew in 1993 as group controller. He was named corporate controller in 1998, vice president and corporate controller in 2000 and chief accounting officer in 2003. Prior to joining the company, he was employed by Nortel and Johnson & Johnson. He received a BA in accounting and Spanish from Lewis University and a MBA from DePaul University. He is a CPA and a member of the AICPA and the Illinois CPA Society.

ROBERT G. PAUL, 61, interim group president, base station subsystems since July 2003. He previously was president and CEO from 1991 until July 2003 at Allen Telecom Inc. He holds a Bachelor of Science in Mechanical Engineering (BSME) from the University of Wisconsin and a MBA from Stanford University. Mr. Paul also serves as a Director of Rogers Corporation.

JAMES F. PETELLE, 52, vice president, law and secretary, joined Andrew as secretary and general attorney in 1990. He was elected vice president in February, 2000. Before joining Andrew, he was senior attorney with A. B. Dick Company. He holds a BA in psychology from the University of Notre Dame and a JD from the University of Michigan.

KAREN A. QUINN-QUINTIN, 46, vice president and chief human resources officer since July 2003. She has over 20 years’ experience in human resources, most recently as vice president, human resources for Textron Industrial Products. Prior to joining Textron, she worked for Johnson & Higgins, Sheaffer Eaton and Massachusetts Mutual Life Insurance Company, holding positions in benefits, compensation and group pensions. She holds a BA in criminal justice and political science from Stonehill College.

GIANPIERO VILLA, 51, group president, wireless innovations, joined Andrew in July 2003. He was formerly president & CEO of Forem srl, a division of Allen Telecom Inc. since 1999 and president of the RF, Optic and System division of Allen Telecom since 2001. Prior to joining Allen Telecom he worked for Telettra and Merloni Progetti. He graduated in electronics from P. Hensemberger technical institute of Monza (Italy).

EX-21

EXHIBIT 21

ANDREW CORPORATION AND SUBSIDIARIES

List of Significant Subsidiaries

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

Name of Subsidiary	Jurisdiction of Incorporation
Andrew AG	Switzerland
Andrew Canada Inc	Canada
Andrew Corporation (Mexico), S.A. de C.V.	Mexico
Andrew GmbH	Germany
Andrew do Brazil, Ltda.	Brazil
Andrew Kommunikationssysteme AG	Switzerland
Andrew Limited	Scotland
Andrew Satcom Africa (Pty.) Ltd.	South Africa
Andrew S.A.R.L.	France
Andrew Taiwan	Taiwan
Andrew Telecommunications India Pvt. Ltd.	India
Andrew Telecommunications (China) Co. Ltd.	China
Andrew Japan KK	Japan
Andrew International Corporation	State of Illinois
Andrew Amplifiers Inc.	State of Delaware
Andrew International Holding Corporation	State of Delaware
Allen Telecommunications LLC	State of Delaware
ATI International, Inc.	State of Delaware
Forem Srl	Italy
Forem China (Shenzhen)	China
Mikom GmbH	Germany
Allen Telecom Sweden, AB	Sweden

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EX-23

EXHIBIT 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Andrew Corporation of our report dated October 24, 2003, included in the 2003 Annual Report to Shareholders of Andrew Corporation.

Our audit also included the financial statement schedule of Andrew Corporation listed in Item 15(a).  This schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the 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. 333-52238 on Form S-8 dated December 20,2000; Registration Statement No. 333-74470 on Form S-8 dated December 4, 2001; Registration Statement No. 333-98333 on Form S-3 dated August 19, 2002; Registration Statement No. 333-104177 on Form S-4 dated June 10,2003; Registration Statement No. 333-107243 on Form S-8 dated July 22,2003; Registration Statement No. 333-1075500 on Form S-8 dated August 1, 2003 and Post-Effective Amendment No. 1 to Registration Statement No. 333-1075500 on Form S-8 dated October 24, 2003: Registration Statement No. 333-110014 on Form S-3 dated October 28, 2003,of our report dated October 24, 2003, with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of Andrew Corporation.

/s/ Ernst & Young LLP

Chicago, Illinois

December 19, 2003

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EX-31.1

EXHIBIT 31.1

Certification

I, Ralph E. Faison, certify that:

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

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

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

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

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/19/2003	/s/ Ralph E. Faison
	Ralph E. Faison
	President and Chief Executive Officer

1

EX-31.2

EXHIBIT 31.2

Certification

I, Marty R. Kittrell, certify that:

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

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

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

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

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

c.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 12/19/2003	/s/ Marty R. Kittrell
	Marty R. Kittrell
	Chief Financial Officer

1

EX-32

Exhibit 32

Certificate of Chief Executive and Chief Financial Officers

The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC  20549

Re:  Andrew Corporation

Ladies and Gentlemen:

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350), each of the undersigned hereby certifies that:

(i)this Current Report on Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii)the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Andrew Corporation.

Dated as of this 19th day of December 2003.

/s/ Ralph E. Faison	/s/ Marty R. Kittrell
Ralph E. Faison	Marty R. Kittrell
President and Chief Executive Officer	Chief Financial Officer

1