10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-Q

(Mark-One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004.
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

For the transition period from               to             

Commission file number 001-14617

ANDREW CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE	36-2092797
(State or other jurisdiction of incorporation or organization)	(IRS Employer identification No.)

10500 W. 153^rd Street, Orland Park, Illinois 60462

(Address of principal executive offices and zip code)

(708) 349-3300

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant: (1) has filed all 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 whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act)

Yes  ý    No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.01 Par Value – 160,652,436 shares as of May 10, 2004

INDEX

ANDREW CORPORATION

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated balance sheets— March 31, 2004 and September 30, 2003
	Consolidated statements of operations— Three and six months ended March 31, 2004 and 2003
	Consolidated statements of cash flows— Six months ended March 31, 2004 and 2003
	Notes to consolidated financial statements— March 31, 2004
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risks
Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 2.	Changes in Securities and Use of Proceeds
Item 4.	Submission of Matters to a Vote of Security Holders
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS

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ITEM 1.  FINANCIAL STATEMENTS

ANDREW CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	March 31 2004			September 30 2003
	(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	200,855		$	286,269
Accounts receivable, less allowances (Mar. 2004 - $10,218; Sept. 2003 - $10,662)	391,912			326,282
Inventories	326,628			247,750
Other current assets	48,854			29,131
Total Current Assets	968,249			889,432
Other Assets
Goodwill	886,481			821,398
Intangible assets, less amortization	83,479			93,086
Other assets	51,429			50,398
Property, Plant, and Equipment
Land and land improvements	23,936			20,926
Buildings	124,480			116,038
Equipment	484,898			469,296
Allowance for depreciation	(401,914		)	(387,341		)
	231,400			218,919
TOTAL ASSETS	$	2,221,038		$	2,073,233
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	222,771			124,646
Accrued expenses and other liabilities	71,929			58,893
Compensation and related expenses	49,566			52,255
Restructuring	17,969			20,414
Notes Payable and current portion of long-term debt	13,861			17,750
Total Current Liabilities	376,096			273,958
Deferred liabilities	60,674			73,941
Long-term debt, less current portion	288,663			301,364
STOCKHOLDERS’ EQUITY
Redeemable convertible preferred stock (par value, $50 a share: 130,414 shares outstanding at March 31, 2004 and 183,720 shares outstanding at September 30, 2003)	6,521			9,186
Common stock (par value, $.01 a share: 400,000,000 shares authorized: 160,900,657 shares issued at March 31, 2004 and September 30, 2003, including treasury)	1,609			1,609
Additional paid-in capital	664,422			649,667
Accumulated other comprehensive income (loss)	7,099			(14,115		)
Retained earnings	819,452			805,435
Treasury stock, at cost (329,258 shares at March 31, 2004 and 2,608,290 shares at September 30, 2003)	(3,498		)	(27,812		)
	1,495,605			1,423,970
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,221,038		$	2,073,233

See Notes to Consolidated Financial Statements

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ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months EndedMarch 31						Six Months EndedMarch 31
	2004			2003			2004			2003
Sales	$	447,146		$	201,318		$	857,917		$	455,844
Cost of products sold	336,492			149,601			643,194			332,914
Gross Profit	110,654			51,717			214,723			122,930
Operating Expenses
Research and development	28,459			19,665			54,082			39,564
Sales and administrative	52,654			31,314			105,147			68,128
Intangible amortization	9,851			3,683			19,272			7,365
Restructuring	2,768			126			3,462			205
	93,732			54,788			181,963			115,262
Operating Income (Loss)	16,922			(3,071		)	32,760			7,668
Other
Interest expense	3,955			906			7,842			1,966
Interest income	(982		)	(179		)	(1,731		)	(502		)
Gain on real estate transactions	(1,402		)	—			(1,402		)	—
Loss on sale of broadcast assets	—			—			4,511			—
Other (income) expense, net	(543		)	(1,410		)	1,307			(890		)
	1,028			(683		)	10,527			574
Income (Loss) from Continuing
Operations Before Income Taxes	15,894			(2,388		)	22,233			7,094
Income Taxes	5,563			(717		)	7,782			2,128
Income (Loss) from Continuing Operations	10,331			(1,671		)	14,451			4,966
Discontinued Operations, net of tax benefit	—			1,760			—			2,330
Net Income (Loss)	10,331			(3,431		)	14,451			2,636
Preferred Stock Dividends	119			—			434			—
Net Income (Loss) Available to Common Shareholders	$	10,212		$	(3,431	)	$	14,017		$	2,636
Basic and Diluted Income (Loss) per Share from Continuing Operations	$	0.06		$	(0.02	)	$	0.09		$	0.05
Basic and Diluted Net Income (Loss) per Share	$	0.06		$	(0.03	)	$	0.09		$	0.03
Average Shares Outstanding
Basic	158,820			98,330			158,580			98,307
Diluted	159,590			98,330			159,114			98,309

See Notes to Consolidated Financial Statements

4

ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)

(Dollars in thousands)

	Six Months Ended March 31
	2004			2003
Cash Flows from Operations
Net Income	$	14,451		$	2,636
Adjustments to Net Income
Depreciation	31,306			25,701
Amortization	19,272			7,365
Other	(1,492		)	(41		)
Restructuring and Discontinued Operations
Restructuring costs	(9,404		)	(5,935		)
Discontinued operations, net of taxes	—			3,863
Change in Operating Assets / Liabilities
Accounts receivable	(45,304		)	50,498
Inventories	(57,873		)	(14,607		)
Other assets	(16,312		)	5,411
Accounts payable and other liabilities	84,190			(39,911		)
Net Cash From Operations	18,834			34,980
Investing Activities
Capital expenditures	(39,496		)	(14,619		)
Acquisition of businesses, net of cash acquired	(23,227		)	(114		)
Settlement of pre-acquisition litigation	(29,000		)	—
Investments	(6,500		)	—
Proceeds from sale of businesses and investments	3,000			7,286
Proceeds from sale of property, plant and equipment	3,781			586
Net Cash Used for Investing Activities	(91,442		)	(6,861		)
Financing Activities
Long-term debt payments, net	(17,808		)	(4,472		)
Notes payable payments, net	(185		)	(33,690		)
Preferred stock dividends	(434		)	—
Payments to acquire treasury stock	(2,472		)	—
Stock purchase and option plans	1,738			111
Net Cash Used for Financing Activities	(19,161		)	(38,051		)
Effect of exchange rate changes on cash	6,355			4,135
Change for the Period	(85,414		)	(5,797		)
Cash and Equivalents at Beginning of Period	286,269			84,871
Cash and Equivalents at End of Period	$	200,855		$	79,074

See Notes to Consolidated Financial Statements

5

ANDREW CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six month periods ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending September 30, 2004.  For further information, refer to the consolidated financial statements and footnotes thereto included in the company’s annual report on Form 10-K for the year ended September 30, 2003.

NOTE 2.  EARNINGS PER SHARE

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

	Three Months EndedMarch 31					Six Months EndedMarch 31
BASIC EARNINGS (LOSS) PER SHARE	2004		2003			2004		2003
Income (Loss) from continuing operations	$	10,331	$	(1,671	)	$	14,451	$	4,966
Preferred stock dividends	119		—			434		—
Income (Loss) from continuing operations available to common shareholders	10,212		(1,671		)	14,017		4,966
Average basic shares outstanding	158,820		98,330			158,580		98,307
Basic income (loss) from continuing operations per share	$	0.06	$	(0.02	)	$	0.09	$	0.05
Net income (loss)	$	10,331	$	(3,431	)	$	14,451	$	2,636
Preferred stock dividends	119		—			434		—
Net income (loss) available to common shareholders	10,212		(3,431		)	14,017		2,636
Average basic shares outstanding	158,820		98,330			158,580		98,307
Basic net income (loss) per share	$	0.06	$	(0.03	)	$	0.09	$	0.03
DILUTED EARNINGS (LOSS) PER SHARE
Income (loss) from continuing operations	$	10,331	$	(1,671	)	$	14,451	$	4,966
Preferred stock dividends	119		—			434		—
Income (Loss) from continuing operations available to common shareholders	10,212		(1,671		)	14,017		4,966
Average basic shares outstanding	158,820		98,330			158,580		98,307
Effect of dilutive securities: stock options	770		—			534		2
Average diluted shares outstanding	159,590		98,330			159,114		98,309
Diluted income (loss) from continuing operations per share	$	0.06	$	(0.02	)	$	0.09	$	0.05
Net income (loss)	$	10,331	$	(3,431	)	$	14,451	$	2,636
	119		—			434		—
Net income (loss) available to common shareholders	10,212		(3,431		)	14,017		2,636
Average basic shares outstanding	158,820		98,330			158,580		98,307
Effect of dilutive securities: stock options	770		—			534		2
Average diluted shares outstanding	159,590		98,330			159,114		98,309
Diluted net income (loss) per share	$	0.06	$	(0.03	)	$	0.09	$	0.03

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The company had 130,414 shares of convertible preferred stock outstanding at March 31, 2004, which are convertible into 1,503,152 shares of common stock.  These shares were not included in the computation of diluted earnings per share because including these shares and excluding the convertible preferred stock dividends would have increased reported earnings per share.

The company’s convertible subordinated notes are under certain circumstances 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 market price of the company’s common shares did not exceed the conversion price for the required number of days. These notes are convertible if the closing price of the company’s common stock exceeds 120% of the conversion price of $13.69 for 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter.  In addition, excluding the interest expense on the convertible subordinated notes and including the 17,531,568 shares would have increased reported earnings per share.

Options to purchase 5,627,136 shares of common stock, at exercise prices ranging from $17.11 - $38.17 per share, were not included in the computation of diluted earnings per share for March 31, 2004 because the options’ exercise prices were greater than the average market price of the common shares.  Options to purchase 6,445,727 shares of common stock, at prices ranging from $9.36 - $38.17 per share, were not included in the computation of diluted earnings per share for March 31, 2003 because the options’ exercise prices were greater than the average market price of the common shares.

NOTE 3.  INVENTORIES

Inventories consisted of the following at March 31, 2004 and September 30, 2003, net of reserves:

Dollars in thousands	March 31 2004		September 30 2003
Raw materials	$	151,985	$	112,130
Work in process	56,158		44,513
Finished goods	118,485		91,107
Inventories	$	326,628	$	247,750

NOTE 4.  COMPREHENSIVE INCOME

Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, requires the company to report foreign currency translation adjustments and other items included in Accumulated Other Comprehensive Income, a component of stockholders equity, as comprehensive income.  For the six months ended March 31, 2004 and 2003, other comprehensive income is made up primarily of net income available to common shareholders and foreign currency translation adjustments.  Comprehensive income for the six months ended March 31, 2004 and 2003 amounted to $35.2 million and $14.8 million, respectively.  Comprehensive income (loss) for the three months ended March 31, 2004 and 2003 amounted to $3.7 million and ($1.5 million), respectively.

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NOTE 5.  ADOPTION OF NEW 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 were 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.  The company accrued pre-tax charges of $44.0 million, in fiscal years 2002 and 2003, 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 included in this $44.0 million, such as employee termination benefits of $12.3 million and lease and contract cancellation costs of $10.3 million, would have been recognized over the restructuring period as incurred and not accrued for when the company’s management approved these plans.

In December 2003, the Financial Accounting Standards Board (FASB) issued revised SFAS No. 132(R), Employers’ Disclosures about Pensions and Other Postretirement Benefits.  SFAS 132(R) revises employers’ required disclosures for pension plans and other postretirement benefit plans.  SFAS 132(R) disclosure requirements became effective for the company starting with the quarter ending March 31, 2004.  SFAS 132(R) only impacts disclosure requirements (see Note 13) and did not impact the company’s results of operations.

NOTE 6.  RESTRUCTURING

At March 31, 2004, the company has a restructuring reserve of  $18.0 million for its restructuring plans and the Allen Telecom acquisition integration plan.

The company initiated a restructuring plan in 2002 and has accrued $44.0 million of pre-tax charges for inventory provisions, employee termination costs, asset provisions, and lease and contract cancellation costs in 2002 and 2003.  As part of this plan the company has consolidated its operations into fewer, more efficient facilities and opened two new manufacturing facilities in Mexico and the Czech Republic.  In the second quarter of 2004, the company accrued an additional $1.0 million of pre-tax restructuring charges comprised of a $0.5 million provision for fixed asset disposals and a $0.5 million for additional lease cancellation costs.  Due to changes in estimates for severance and lease termination costs, the restructuring reserve was increased by $1.2 million and reserves established under this plan in 2002 for inventory disposals were reduced by $1.2 million. The company originally estimated that 1,000 employees would receive severance benefits under this plan, and to date has paid severance benefits to approximately 1,100 employees.

In 2003, as part of the Allen Telecom acquisition, the company accrued an initial estimate of $29.9 million of integration reserves, comprised of a $16.2 million provision for inventory and fixed assets and $13.7 million for employee termination, lease cancellation and other costs. During the first six months of 2004, the company has adjusted this initial estimate and recorded an additional $9.6 million of integration reserves comprised of a $2.9 million provision for inventory and fixed assets and $6.7 million for employee termination, lease cancellation and other costs.  This $9.6 million increase in estimated integration costs was accounted for as a decrease in assets acquired and an increase in liabilities assumed from Allen Telecom.

Under these plans, the company paid $0.8 million of severance to 30 employees in the second quarter of 2004, and $4.0 million of severance to 351 employees in the first six months of 2004. The total number of employees terminated as part of these plans was 1,270 and it is anticipated that approximately 270 additional employees will be terminated before these plans are completed.

The company paid $1.2 million of lease cancellation and other costs in the second quarter of 2004 and $6.9 million for the first six months of 2004. Cash payments, net of cash received on the sale of assets and inventory under these plans, were $3.1 million in the second quarter and $9.4 million for the first six months of 2004.

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A summary of the restructuring reserve activity is provided below (in thousands):

Reserve Activity for the six Months ending March 31, 2004	Reserve Balance Sept. 30, 2003		2004 Accrual		Reserve Adjustments			Charges for Six months ended Mar. 31, 2004			Reserve Balance Mar. 31, 2004
Severance	$	11,189	$	3,851	$	2,067		$	(3,969	)	$	13,138
Lease cancellation and other costs	9,225		3,365		(820		)	(6,939		)	4,831
Total Reserve Balance	$	20,414	$	7,216	$	1,247		$	(10,908	)	$	17,969

Reserve Activity for the six months ending March 31, 2003	Reserve Balance Sept. 30, 2002		Charges for Six months ended Mar. 31, 2003			Reserve Balance Mar. 31, 2003
Severance	$	11,877	$	(6,148	)	$	5,729
Lease cancellation and other costs	3,452		(2,440		)	1,012
Total Reserve Balance	$	15,329	$	(8,588	)	$	6,741

NOTE 7.  STOCK-BASED COMPENSATION

The company accounts for stock-based compensation plans using the intrinsic value method described in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  All stock options granted by the company are granted at market price and thus no compensation expense is recorded in the company’s results of operations.  Under SFAS No. 148, Accounting for Stock-Based Compensation, the company is required to report quarterly pro forma net income and earnings per share as if the company had accounted for its stock option plans under the fair value method.  The following table shows the company’s pro forma net income (loss) and earnings (loss) per share as if the company had recorded the fair value of stock options as compensation expense.

	Three Months EndedMarch 31						Six Months EndedMarch 31
(Dollars in thousands, except per share amounts)	2004			2003			2004			2003
Reported net income (loss) available to common shareholders	$	10,212		$	(3,431	)	$	14,017		$	2,636
Less: Stock-based compensation, net of tax	(1,878		)	(1,744		)	(3,611		)	(3,626		)
Pro forma net income (loss) available to common shareholders	$	8,334		$	(5,175	)	$	10,406		$	(990	)
Reported basic and diluted net income (loss) per share	$	0.06		$	(0.03	)	$	0.09		$	0.03
Pro forma basic and diluted net income (loss) per share	$	0.05		$	(0.05	)	$	0.07		$	(0.01	)

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NOTE 8.  WARRANTY RESERVE

The company offers warranties on most of its products that qualify as guarantees under FASB Interpretation No. 45 and thus is required to disclose the components of its warranty reserve.  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 estimated 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 company reports warranty reserves as a current liability, included in accrued expenses and other liabilities. Changes in the company’s warranty reserve during the three and six month periods ended March 31, 2004 and 2003, are as follows:

	Three Months Ended March 31						Six Months Ended March 31
(dollars in thousands):	2004			2003			2004			2003
Warranty reserve at beginning of period	$	17,349		$	10,171		$	12,470		$	9,932
Accrual for warranties issued	3,210			637			9,082			1,409
Warranty settlements made	(2,439		)	(957		)	(4,342		)	(1,490		)
Warranty adjustments	161			—			1,071			—
Warranty reserve at end of period	$	18,281		$	9,851		$	18,281		$	9,851

NOTE 9.  ACQUISITION OF BUSINESSES

In the first quarter of fiscal 2004, the company made two business acquisitions.  The company acquired selected assets of Channel Master LLC, a U.S. manufacturer of high volume antenna and antenna related products for the consumer Direct Broadcast Satellite market. The company also purchased selected assets of Yantai Fine Cable Company, a Chinese manufacturer of products for telecommunications and broadband cable TV infrastructure markets.  The company paid a total of $23.2 million for these acquisitions. A preliminary allocation of the purchase price resulted in $2.3 million of goodwill and $7.4 million of intangible assets.

On March 31, 2004, the company acquired selected assets of MTS Wireless Components LLC, a supplier of cable accessories and steel components which support the installation of wireless systems including antenna mounts and other equipment support solutions.  Total purchase consideration was $28.1 million, consisting primarily of 1,650,000 shares of common stock, valued at $16.88 per share. A preliminary allocation of the purchase price resulted in $12.7 million of goodwill and $1.4 million of intangible assets.  Pro forma results of operations, assuming these acquisition occurred at the beginning of the period, were not materially different from the reported results of operations.

NOTE 10.  SALE OF ASSETS

In November 2003, the company sold selected assets from its broadcast manufacturing operations to Electronics Research. Inc. (ERI).  For these assets the company received $3.0 million in cash and $5.8 million in promissory notes.  The company recognized a $4.5 million loss on the disposal of these assets, including  $4.0 million of goodwill allocated to these assets based on fair value.

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NOTE 11. TRUEPOSTION SETTLEMENT

During the second quarter of 2004, the company reached a definitive agreement with TruePosition, Inc. to settle patent infringement litigation filed against Allen Telecom, Inc., prior to the acquisition of Allen by the company. As part of this settlement the company paid  $29.0 million in cash and has agreed to pay an additional $6 million over the next three years, with a present value of $5.6 million.  In addition, the company issued warrants to purchase one million shares of the company’s common stock that have a four-year term and a $17.70 exercise price per share.  These warrants were valued at $8.5 million. The settlement was accounted for as an increase to the liabilities assumed in the acquisition of Allen Telecom, resulting in a $43.1 million increase in goodwill. The company and TruePostion agreed to cross-license geolocation-related patents.  This agreement also gives the company the opportunity to provide certain geolocation products to TruePosition through October 2006.

NOTE 12.  DEBT COVENANTS

Under the terms of the company’s $170.0 million revolving credit facility, the company has agreed to meet various quarterly requirements.  The company was in compliance with all of these requirements as of March 31, 2004. 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 $117.1 million at March 31, 2004.

NOTE 13.  DEFINED BENEFIT PLANS

The company has two defined benefit plans.  Approximately 600 current and former employees of the company’s United Kingdom subsidiary, Andrew Ltd., participate in a defined benefit plan.  With the acquisition of Allen Telecom the company assumed the Allen noncontributory defined benefit plan that covers approximately 1,760 current and former employees.  This plan was frozen after the completion of the Allen acquisition.

The components of net periodic benefit costs for these plans for the three and six month periods ended March 31, 2004 and 2003, are as follows:

	Three months endedMarch 31						Six months endedMarch 31
Dollars in Thousands	2004			2003			2004			2003
Service costs	$	1,716		$	294		$	2,358		$	588
Interest costs	1,489			714			2,875			1,426
Return on plan assets	(1,232		)	(491		)	(2,427		)	(982		)
Amortization of unrecognized prior service costs	61			10			72			22
Amortization of net loss	294			253			571			506
Net periodic benefit cost	$	2,328		$	780		$	3,449		$	1,560

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

RESULTS OF OPERATIONS

Second quarter sales were $447.1 million, up 122% from $201.3 million in the year ago quarter and up 9% from $410.8 million in the first quarter. This increase in sales was primarily due to increased demand and the acquisition of Allen Telecom in the fourth quarter of fiscal 2003. Andrew’s sales momentum remained strong and improved sequentially throughout the second quarter, despite what is normally the company’s weakest quarter. Andrew benefited from overall growth in wireless infrastructure investment as operators focus once again on quality of service, improving capacity and technology upgrades. Sales grew in most of the company’s major geographic regions and product groups. As a result of increased sales, net income was $10.2 million or $0.06 per share, compared to a net loss of $3.4 million or $0.03 per share in the year ago quarter and up from net income of $3.8 million or $0.02 per share in the first quarter.

The table below shows Andrew’s sales by major geographic regions.

	Q2 FY 04		Q1 FY 04		Increase
Americas	$	253.7	$	228.9	11	%
Europe/ Middle East / Africa	133.2		124.1		7	%
Asia Pacific	60.2		57.8		4	%
Total	$	447.1	$	410.8	9	%

Due to the impact of the fourth quarter 2003 acquisition of Allen Telecom, the company believes that it is more meaningful to discuss sequential quarter trends.  Sales in the Americas were up 11% sequentially due to higher sales in Latin America, new product sales in the broadband satellite market and an increase in geolocation product sales.  Sales in Europe, Middle East and Africa were up 7% sequentially due to continued network expansion to support increased demand.  The increase in Europe was also driven by technology upgrades and movement toward EDGE,WCDMA and UMTS networks.  The Asia Pacific region was up 4% sequentially, driven by CDMA and GSM network build-outs in India.  Compared to 2003, second quarter sales increased 122% and year to date sales through March increased 88%.  These increases were due to both the Allen Telecom acquisition and strong growth in the wireless infrastructure market.  The company has seen substantial growth, compared to fiscal year 2003, in all major geographic regions, even excluding the impact of the Allen Telecom acquisition.

The company saw strong sequential product growth in most major product groups.  Base Station Subsytems increased significantly, driven by sales to OEMs to support network upgrades and expansion. Antenna Product sales increased significantly driven by coverage applications for network expansion and new products introduced into the broadband satellite market.  Network Solutions sales increased due to continued deployments of geolocation systems.  Cable Products and Wireless Innovations both decreased sequentially, but were higher than what the company had forecasted and significantly higher than last year’s second quarter. Compared to 2003, all of the company’s product groups increased for both the second quarter and for the first six months of 2004, even excluding the impact of the Allen Telecom acquisition.

In the second quarter of 2004, the company’s gross margin was 24.7% compared to 25.3% in the first quarter.  The sequential decrease in the gross margin percentage was primarily due to start up costs associated with the company’s two new manufacturing facilities in Reynosa, Mexico and Brno, Czech Republic and manufacturing variances related to a significant increase in unit volume for new broadband satellite products.  On a year to date basis gross margin was 25.0% in 2004, compared to 27.0% in 2003.  This decrease in gross margin percentage was due to the change in product mix as a result of the Allen Telecom acquisition, the impact of continued but moderating pricing pressure and start up costs associated with the company’s two new manufacturing facilities.

Research and development expenses were $28.5 million or 6.4% of sales, compared to $25.6 million or 6.2% of sales in the prior quarter and $19.7 million or 9.8% of sales in the second quarter of 2003.  Research and development expenses increased from the first quarter due primarily to higher levels of spending to support the introduction of new products for in-building coverage and Base Station Subsystems.  On a year to date basis, research and development expenses increased to $54.1 million compared to $39.6 million in 2003, due primarily to the Allen acquisition.

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Sales and administrative expenses were $52.7 million or 11.8% of sales for the second quarter, compared to $52.5 million or 12.8% of sales in the prior quarter and $31.3 million or 15.6% of sales in the year ago quarter.  Sales and administrative expenses declined as a percentage of sales, due to higher sales and the benefits from our on-going cost savings and merger integration programs.  On a year to date basis, sales and administrative expenses were $105.1 million or 12.3% of sales in 2004, compared to $68.1 million or 14.9% of sales for the first six months of 2003.  As a result of the Allen Telecom acquisition, sales and administrative expenses increased in total, but were significantly lower as a percentage of sales due to higher sales volumes and synergies created by the Allen acquisition.

Intangible amortization was $9.9 million in the second quarter, compared to $9.4 million in the prior quarter and $3.7 million in the second quarter of 2003.  The sequential increase in intangible amortization expense was related to the acquisition of Channel Master and Yantai Fine Cable in the first quarter of 2004. On a year to date basis, intangible amortization increased to $19.3 million in 2004, from $7.4 million in 2003. This increase was due almost entirely to intangible assets acquired from Allen Telecom.

Interest expense was $4.0 million in the second quarter, compared to $3.9 million in the first quarter and $0.9 million in the second quarter of 2003.  On a year to date basis, interest expense was $7.8 million in 2004, compared to $2.0 million in 2003. The increase in interest expense was due to the convertible notes issued in August 2003 and the senior notes acquired from Allen Telecom. Interest income increased both in the quarter and on a year to date basis, due to higher cash and short-term investment balances.

In the second quarter of 2004, the company recognized a net gain of $1.4 million on several real estate transactions, principally due to the sale of a facility in Australia.  In the first quarter of 2004, Andrew recognized a $4.5 million loss on the sale of selected broadcast assets to Electronics Research Inc. (ERI).  Included in this loss is an allocation of $4.0 million of goodwill that was attributed to the fair value these assets. (see Note 10 of the Notes to Consolidated Financial Statements).

Other (income) expense was income of $0.5 million in the second quarter of 2004, compared to income of $1.4 million in the second quarter of 2003, and on a year to date basis was expense of $1.3 million in 2004 and income of $0.9 million in 2003.  Other (income) expense is mainly driven by foreign exchange gains and losses.  In 2004, foreign exchange gains and losses were mostly due to fluctuations in the Euro.

The company’s effective tax rate for 2004 was 35% compared to 30% in 2003.  The increase in the effective tax rate is due to an increase in U.S. taxable income, primarily as a result of the Allen Telecom acquisition.

Included in the first six months of 2003 is a loss for discontinued operations of $2.3 million, due to losses from the company’s wireless accessory and equipment shelter businesses that were discontinued in 2003.

LIQUIDITY

The company has maintained its strong balance sheet and reduced its outstanding debt by $18.0 million during the first six months of 2004.  Cash and cash equivalents were  $200.9 million at March 31, 2004, compared to $220.1 million at December 31, 2003 and $286.3 million at September 30, 2003. Cash and cash equivalents declined due to working capital requirements associated with higher sales and due to the $29.0 million payment for the settlement of the TruePostion patent infringement litigation. Working capital was $592.2 million at March 31, 2004, down 3.8% from $615.5 million at September 30, 2003, due to a decrease in cash and offset by an increase in other working capital items.

On April 27, 2004, the company filed a universal S-3 shelf registration statement that, when declared effective, will allow the company to publicly issue up to $750.0 million of debt or equity.  This shelf registration gives the company the flexibility to take advantage of strategic initiatives and other favorable long-term opportunities that will build shareholder value.  The company has a  $170.0 revolving credit facility that at March 31, 2004 had no outstanding borrowing and allowed the company to borrow up to $117.1 million (see Note 12 of the Notes to Consolidated Financial Statements).  Management believes that the company’s strong working capital position, ability to generate cash flow from operations, and its ability to borrow under its revolving credit agreement will allow the company to meet its normal operating cash flow needs.

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In the first six months of 2004, the company generated $18.8 million of cash from operations.  Cash flow from operations was due to net income of $14.4 million, non-cash charges for depreciation, amortization and gains on asset sales totaling $49.1 million, cash restructuring costs of $9.4 million and a net change in operating assets and liabilities that resulted in a $35.3 million decrease in cash flow.  Increased sales resulted in an increase in accounts receivable reducing cash flow by $45.3 million.  Days sales in billed receivables (DSO) decreased to 77 days at March 31, 2004 compared to 83 days at December 31, 2003 and 80 days at September 30, 2003. The decrease in DSO was the result of higher sales in the Americas.  The company has increased inventory levels to meet the significant increase in demand resulting in a $57.9 million year to date decrease in cash flow.  The increase in inventory resulted in higher accounts payable balances, which increased year to date cash flow by  $84.2 million.  Netted in the increase in accounts payable and other liabilities is a $7.5 million payment made in the first quarter to the pension plan acquired from Allen Telecom.

In the first six months of 2004, the company spent $91.4 million for investing activities, including $39.5 million of capital expenditures. These expenditures included investments in the company’s new facilities in Reynosa, Mexico and Brno, Czech Republic and investments associated with the Allen integration and SAP implementations. In the second quarter the company paid $29.0 million to settle patent infringement litigation with TruePosition Inc. as part of litigation brought against Allen Telecom prior to the acquisition by the company (see Note 11 of the Notes to Consolidated Financial Statements).  In the first quarter, the company spent $23.2 million on two asset acquisitions, acquiring selected assets of Yantai Fine Cable and Channel Master LLC (see Note 9 of the Notes to Consolidated Financial Statements).

In the first quarter, the company made a $6.5 million investment in Andes Industries, a manufacturer of high-performance optical equipment and other products for broadband cable networks. This investment was in the form of a convertible interest-bearing note that allows the company to convert this note into an equity interest in Andes Industries.  Also, the company received $3.0 million in cash as part of the sale of selected assets of its broadcast business to ERI (see Note 10 of the Notes to Consolidated Financial Statements). The company received $3.8 million from the sale of various other assets, mainly in connection with the sale of a facility in Australia.

The company used net cash of $19.2 million for financing activities during the first six months of 2004, primarily due to an $18.0 million reduction in debt, $2.5 million used to repurchase 225,000 shares of common stock and $1.7 million received from the exercise of stock options.  The company reduced its long-term debt by $17.8 million primarily due to principal payments on senior notes and the pay down of debt held by the company’s Italian subsidiary.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

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

Forward-looking statements involve risks, uncertainties and assumptions, including those discussed in this report.  We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict those risk factors, nor can we assess the impact, if any, of those 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.  Forward-looking statements do not guarantee future performance, and you should not put undue reliance on them.

While Andrew Corporation’s management is optimistic about the company’s long-term prospects, one should consider the risks and uncertainties in evaluating its growth outlook.  Factors that may cause actual results to differ from expected results include the

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company’s ability to integrate acquisitions and to realize the synergies and cost savings anticipated from these transactions, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the costs savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers and other business factors. For a more complete discussion of these and other risks, uncertainties and assumptions that may affect us, see the company’s annual report on Form 10-K for the fiscal year ended September 30, 2003.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

See Item 7a of the company’s Annual Report on Form 10-K for the year ended September 30, 2003.  With the exception of copper purchase commitments there has been no material change from the end of the previous fiscal year through March 31, 2004.

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 copper. At September 30, 2003 the company had contracts to purchase 38.2 million pounds of copper for $29.5 million.  Based on current market conditions and forecasted copper requirements, the company increased the amount of copper under contract to 46.4 million pounds for $42.8 million at March 31, 2004.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

As of March 31, 2004, 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 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 quarter ended March 31, 2004 were identified that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Since 1997, the company’s Board of Directors has authorized the company to repurchase up to 30.0 million common shares.  As of March 31, 2004 the company has repurchased approximately 17.0 million shares under this plan. These repurchases may be made on the open

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market or in negotiated transactions and the timing and amount of shares repurchased will be determined by the company’s management.  Included in the 17.0 million shares repurchased are 225,000 shares repurchased in the first quarter of 2004 for $2.5 million.  No shares were repurchased during the second quarter of 2004.

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

(a)The company’s Annual Meeting of Stockholders was held on February 10, 2004.

(b)Items submitted to a vote

1.Election of Directors

Nominee	For	Against	Broker/Non-Votes	Withheld
J. Bollinger	136,173,767	0	0	7,278,303
P. Colburn	134,127,162	0	0	9,324,908
T. Donahoe	137,872,939	0	0	5,579,131
R. Faison	137,453,032	0	0	5,999,038
J. Fluno	136,316,107	0	0	7,135,963
W. Hunt	138,269,958	0	0	5,182,112
C. Nicholas	137,530,815	0	0	5,921,255
R. Paul	137,070,371	0	0	6,381,699
G. Poch	136,458,739	0	0	6,993,331
G. Toney	138,589,697	0	0	4,862,373
D. Whipple	140,014,936	0	0	3,437,134

2.The proposal to increase the number of shares of common stock available for issuance under the Andrew Employee Stock Purchase Plan from 1,771,875 to 3,471,875 was approved by a vote of 116,691,315 shares for, 2,250,771shares against, and 2,310,279 shares withheld and 22,199,705 broker non-votes.

3.The ratification of the appointment of Ernst & Young to serve as independent public auditors for fiscal year 2004 was approved by a vote of 139,728,177 shares for, 3,113,685 shares against, and 610,207 shares withheld.

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.	Description
10.1	Settlement agreement, by and among TruePostion Inc., KSI Inc., Allen Telecom LLC, and Andrew Corporation
10.2	Warrant to Purchase Common Stock issued on January 16, 2004, filed as Exhibit 99.2 to Form 8-K, filed on February 3, 2004 and incorporated herein by reference.
31	Rule 13a-14(a) Certification of Chief Executive and Chief Financial Officers
32	18 U.S.C. Section 1350 Certifications of Chief Executive and Chief Financial Officers

(b) Reports on Form 8-K

On February 3, 2004, the company furnished, under Items 5 and 7 of Form 8-K, a press release announcing that a definitive agreement had been reached with TruePosition, Inc. that settles pending patent infringement litigation filed against Allen Telecom Inc. on December 11, 2001, as well as a copy of the warrant agreement that is part of the settlement.

On February 3, 2004, the company furnished, under Items 7 and 12 of Form 8-K, a press release regarding financial results for the quarter ended December 31, 2003, as well as a transcript of the conference call presentation that followed the press release.

On January 9, 2004, the company furnished, under items 7 and 12 of Form 8-K, a press release announcing that results for the first quarter of fiscal 2004 are estimated to exceed previously provided guidance.

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SIGNATURE

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

Date	May 12 , 2004	By:	/s/	Marty R. Kittrell
				Marty R. Kittrell
				Chief Financial Officer
				(Duly Authorized Officer and Principal Financial Officer)

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EX-10.1

EXHIBIT 10.1

SETTLEMENT AGREEMENT

This Settlement Agreement is made as of January 16, 2004, by and among TruePosition, Inc. (“TruePosition”), KSI, Inc. (“KSI”), Allen Telecom L.L.C. (“Allen”), and Andrew Corporation (“Andrew”).  TruePosition and KSI are referred to herein collectively as “TruePosition” or “the plaintiffs.”  Allen and Andrew are referred to herein collectively as “Andrew” or “the defendant.”

WHEREAS the plaintiffs filed a lawsuit entitled TruePosition, Inc. and KSI, Inc. v. Allen Telecom Inc., Civil Action No. 01-0823 GMS, in the United States District Court for the District of Delaware (“the Action”) against Allen Telecom Inc., the predecessor to Allen Telecom, L.L.C., alleging infringement of U.S. Patents 4,728,959; 6,108,555; 6,119,013; 6,047,192; 6,184,829; 6,281,834; and 6,317,081;

WHEREAS the defendant filed counterclaims seeking a declaratory judgment that TruePosition’s patents are invalid, unenforceable, and/or not infringed; alleging infringement of Andrew’s U.S. Patent 5,317,323; and asserting antitrust and state law tort claims;

WHEREAS Allen Telecom, Inc. subsequently merged with and into Allen Telecom L.L.C., a wholly-owned subsidiary of Andrew Corporation;

WHEREAS the parties hereto desire to settle and resolve the Action;

WHEREAS to arrive at such a settlement the parties agreed to mediate their dispute;

WHEREAS as a result of the mediation the parties agreed upon settlement terms and, on January 16, 2004, signed a legally binding term sheet reflecting those settlement terms; and

WHEREAS the parties agreed to memorialize their settlement agreement in this formal

Settlement Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, intending to be legally bound, the parties hereto agree as follows:

1)             In conjunction with the other consideration provided for in this Settlement Agreement, Andrew shall pay to TruePosition, in cash or its equivalent, in full and complete settlement of the Action, the sum of thirty-five million U.S. dollars ($35,000,000), as follows:

a)             The sum of twenty-five million U.S. dollars ($25,000,000), on the earlier of February 6, 2004, or five business days after the date written on the last page hereof immediately above the signature blocks (the “Signature Date”);

b)            The sum of four million U.S. dollars ($4,000,000), on the earlier of February 6, 2004, or five business days after the Signature Date;

c)             The sum of three million U.S. dollars ($3,000,000), on or before October 1, 2004;

d)            The sum of two million U.S. dollars ($2,000,000), on or before October 1, 2005;

e)             The sum of one million U.S. dollars ($1,000,000), on or before October 1, 2006.

2)             The payments set forth in paragraph 1 shall be made by wire transfer according to wire instructions that TruePosition shall provide to Andrew prior to each payment date.

3)             Andrew’s obligation to make each of the payments set forth in paragraph 1 above is unconditional and binding, and without regard to whether or to what extent Andrew manufactures or makes sales of geolocation equipment in the time periods described.

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4)             Andrew hereby issues to TruePosition warrants to purchase one million shares of Andrew’s common stock, in the form of the instrument attached hereto as Exhibit A and delivered to TruePosition concurrent with the signing of this Settlement Agreement.  The warrants may be exercised, in whole or in part, by TruePosition at any time and from time to time between January 16, 2004 and January 16, 2008 at a price of $ 17.70 per share, the closing price for Andrew stock on January 16, 2004.

5)             In the event that Andrew and TruePosition sign a business combination agreement (whether relating to the Grayson Wireless business or otherwise, but not including any contract for goods or services as contemplated by paragraph 15 below), within one year of the date hereof, Andrew shall pay to TruePosition five million U.S. dollars ($5,000,000).

6)             TruePosition hereby grants to Andrew a worldwide non-exclusive license to make, use, offer to sell, sell, and import geolocation equipment under the patents and patent applications listed in Exhibit B hereto, and under all geolocation patents which may issue at any time as a result of any patent application filed by TruePosition within one year of January 16, 2004, including all divisionals, reissues, continuations in part, continuations, and foreign counterparts of such patents.  Andrew shall have no right to sublicense under this paragraph, except that Andrew may sublicense its carrier end user customers (which shall include such customers’ subcontractors, agents, or contractors, solely for the purpose of performing services for such customers for E-911 purposes) to facilitate their operation of E-911 hardware or systems they purchase from Andrew, it being understood that TruePosition is not authorizing Andrew to authorize sublicensing by its customers, is not licensing Andrew to sublicense its customers to share geolocation equipment with other carriers, and is not authorizing Andrew to grant sublicenses that can be transferred by its customers to unaffiliated entities.  Andrew shall not be

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precluded from distributing its product through resellers (which does not include infrastructure suppliers as listed in paragraph 11 and others engaged in substantially the same business or others that develop or manufacture wireless geolocation technologies), so long as any licenses granted to end users shall be consistent with the terms of this paragraph.  TruePosition represents that the patents and patent applications listed in Exhibit B hereto include all of its patents and patent applications except for the 144 and 410 patents identified in paragraph 8 below and their foreign counterparts.  The license granted by this paragraph does not extend to patents TruePosition may otherwise acquire.  “Geolocation patents” for purposes of this paragraph means patents that claim equipment (including hardware and software) and methods for determining the latitude and longitude of wireless telephones.  For purposes of this paragraph a “wireless telephone” is a two-way voice communication device.  Geolocation patents do not include (i) patents specifically directed to applications relating to the subsequent use of the determined locations other than for E-911 purposes or (ii) patents specifically directed to wireless telephone functionality and not specifically directed to the generation of the latitude and longitude of wireless telephones.

7)             Upon completion of the payments set forth in paragraph 1 above, the license to Andrew set forth in paragraph 6 shall be fully paid up and shall extend for the full life of the respective patents.  If Andrew fails to make payments in full in accordance with paragraph 1, or to cure a failure of payment within five business days of receiving notice of such failure by TruePosition, then the license set forth in paragraph 6 shall terminate upon the earlier of (i) Andrew’s failure to make any such payment in full in accordance with paragraph 1, or (ii) October 1, 2006.

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8)             TruePosition hereby covenants not to sue Andrew for infringement of U.S. Patents 5,327,144 (“the 144 patent”) and 5,608,410 (“the 410 patent”) for domestic applications by Andrew relating solely to tasking E-911 geolocation (i.e., determining the latitude and longitude of wireless telephones from which a “911” call has been placed), so long as said applications do not enable or permit locations to be performed for any task other than E-911, including without limitation the provision of location related commercial services, and so long as all licenses granted by Andrew for such domestic E-911 applications are limited to use for E-911 geolocation only.  TruePosition represents that no applications are pending based on the 144 or 410 patents, and that no divisionals, continuations, or continuations in part may be filed which claim priority therefrom.

9)             TruePosition hereby covenants not to sue Andrew for infringement of any patents whatsoever, except as is set forth in the following sentence, for Andrew’s manufacture, use, offer for sale or sale of Andrew’s existing wireless network overlay “Geometrix” geolocation system.  This covenant does not apply to patents TruePosition may acquire by way of business combination or merger or otherwise acquire from a third party (i) after October 1, 2005, provided that in the event of any such acquisition of a patent after October 1, 2005, TruePosition shall not be entitled to obtain damages, an injunction, or any other remedy with respect to any Geometrix system as defined in this paragraph 9 sold by Andrew before such date, or (ii) for which Andrew is currently under license or has licensed in the past.  TruePosition represents that it has no current awareness of any patent owned by a third party that it believes is being infringed without license by Andrew’s existing wireless network overlay “Geometrix” geolocation system.

a)             For purposes of the covenant not to sue set forth in this paragraph, “Andrew’s existing wireless network overlay ‘Geometrix’ geolocation system” refers to

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the wireless telephone location equipment sold by Allen Telecom, Inc. and Andrew Corporation between July 2001 and January 2004, and means Andrew’s wireless telephone location equipment (i.e., TDOA-2, TDOA-4, and AOA Wireless Location Sensors (WLS’s) having the hardware set forth in the WLS Installation and Maintenance Manual bearing Bates numbers 0424-0445 and WLS algorithms/source code set forth in source code versions 5.2, 5.3, or 5.4; WLS source code bearing Bates numbers 33160-33352; and the WLS hardware accelerator code bearing Bates numbers 33799-38000; Geolocation Control Systems (GCS’s) having the hardware set forth in the GCS Installation and Maintenance Manual bearing Bates numbers 0390-0423 with the GCS algorithms/source code set forth in source code versions 5.2, 5.3, or 5.4; and Abis Monitoring Units (AMU’s), all installed in an overlay fashion), that determine the latitude and longitude of wireless telephones, by determining TOA, AOA, and/or TDOA of a signal transmitted by a wireless telephone’s voice or traffic channel (but not the control channel or access channel signals), that uses any of the AMPS (800 MHz Band), IDEN (800 MHz Band), TDMA (800 and 1900 MHz Bands), CDMA (800 and 1900 MHz. Bands) or GSM (800 and 1900 MHz. Bands) air interfaces, but not others.  The term “Andrew’s existing wireless network overlay ‘Geometrix’ geolocation system” also includes routine software maintenance patches, but does not include any other hardware or software changes or the addition of other functionality, or changes to create additional capacity.

b)            For purposes of the covenant not to sue set forth in this paragraph, “Andrew’s existing wireless network overlay ‘Geometrix’ geolocation system” does not include an integrated geolocation system (e.g., a geolocation system whose hardware or

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software is incorporated into a carrier’s non-geolocation hardware and software, such as plug-ins (e.g., circuit boards) that are incorporated into base station equipment and/or switches and/or a mobile station component) or other embedded usages.

c)             TruePosition’s counsel, Woodcock Washburn LLP, shall maintain a copy of Andrew’s existing wireless network overlay “Geometrix” geolocation system source code versions 5.2, 5.3, and 5.4, documents identified above, and other documents describing Andrew’s existing wireless network overlay “Geometrix” geolocation system which are now in their possession, under the terms set forth in the Protective Order filed in the Action for use in resolution of any dispute that may arise regarding whether an Andrew wireless network overlay geolocation system is subject to the covenant not to sue contemplated by this Settlement Agreement.

d)            The parties agree to mediate any dispute concerning whether an Andrew wireless network overlay geolocation system is subject to the covenant not to sue for purposes of this paragraph.  Upon notification of a dispute, the parties shall each suggest the names of three persons to act as mediator within three business days of such notification, and shall agree upon a mediator within five business days.  The mediation shall be conducted within fourteen calendar days of the acceptance of the dispute by the mediator.  If no resolution has been reached within one month of acceptance of the dispute by the mediator, TruePosition shall be free to bring such infringement action as it may otherwise be entitled to bring in the absence of this paragraph.

10)           Andrew hereby grants to TruePosition a perpetual worldwide non-exclusive license to make, use, offer to sell, sell, and import geolocation equipment under the patents and patent applications listed in Exhibit C hereto, and under all geolocation patents which may issue

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at any time as a result of any patent application filed by Andrew within one year of January 16, 2004, including all divisionals, reissues, continuations in part, continuations, and foreign counterparts of such patents.  TruePosition shall have no right to sublicense under this paragraph, except that TruePosition may sublicense its carrier end user customers (which shall include such customers’ subcontractors, agents, or contractors solely for the purpose of performing services for such customers for E-911 purposes) to facilitate their operation of E-911 hardware or systems they purchase from TruePosition, it being understood that Andrew is not authorizing TruePosition to authorize sublicensing by its customers, is not licensing TruePosition to sublicense its customers to share geolocation equipment with other carriers, and is not authorizing TruePosition to grant sublicenses that can be transferred by its customers to unaffiliated entities.  TruePosition shall not be precluded from distributing its product through resellers (which does not include infrastructure suppliers as listed in paragraph 11 and others engaged in substantially the same business), so long as any licenses granted to end users shall be consistent with the terms of this paragraph.  Andrew represents that the patents listed in Exhibit C include all of its geolocation patents and patent applications.  The license granted by this paragraph does not extend to patents Andrew may otherwise acquire.  “Geolocation patents” for purposes of this paragraph has the meaning assigned to it in paragraph 6 above.

11)           The licenses granted in paragraphs 6 and 10 may not be assigned by the licensees; provided, however, that either such license may be transferred in connection with the sale of all or substantially all of the business of Andrew or TruePosition, respectively, but shall terminate upon any transfer or assignment to any of the following companies, unless prior written permission of the licensor is obtained:  Lucent Technologies Inc., NEC Corp., Huawei

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Technologies Co., Ltd., Telefon AB LM Ericsson, Nokia Oyj, Nortel Networks Corp., Motorola Inc, and Siemens AG, or any successor of any of the foregoing.

12)           In the event that Andrew makes sales of or enters into a contract to supply geolocation goods and/or services to or for the use of T-Mobile USA, Inc. or Cingular Wireless LLC, or any entity owned or controlled by either of them, within eighteen months of the date hereof:

a)             Andrew shall pay to TruePosition a royalty of 20% of its gross revenue on such sales and any revenue generated in connection with such sales, including but not limited to related software license fees, warranty fees, maintenance and service fees, regardless of whether such revenue is received by Andrew within the eighteen-month period, such royalty to be payable within thirty days of Andrew’s receipt of such revenue, and in any event in full on or before July 17, 2005.

b)            The royalty payment shall be accompanied by a report disclosing the goods and/or services provided to T-Mobile or Cingular and the revenue received as a result.

c)             Andrew shall keep records, consistent with the record-keeping systems used in the ordinary course of its business, showing the goods and/or services provided to T-Mobile or Cingular between the date of this Agreement and July 16, 2005, in sufficient detail to enable the royalty payable to TruePosition to be determined. Andrew shall maintain such books and records until July 16, 2006.

d)            Andrew shall permit its books and records pertinent to its sale of equipment to T-Mobile or Cingular to be examined from time to time and, to the extent reasonably necessary, to verify the report provided by Andrew, such examination to be

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made at the expense of TruePosition upon reasonable notice to Andrew, by an auditor appointed by TruePosition from a firm of certified public accountants of national standing and obligated to confidentiality, who shall report to TruePosition only the amount of royalty payable for the eighteen-month period applicable to this paragraph.  In the event that it is determined that Andrew owes additional payments to TruePosition under this paragraph, and Andrew’s underpayment is greater than 10% of the total amount owing for any calendar year period, then, in addition to such additional payment, Andrew shall also reimburse TruePosition for TruePosition’s costs with respect to such audit.

e)             The royalty obligations set forth in this paragraph shall not be applicable to sales by Andrew to T-Mobile or Cingular if either of those entities acquires AT&T Wireless, Inc. or any other current customer of Andrew to the extent that such sales by Andrew are in the nature of continuing sales to its pre-existing customer.  Sales are in the nature of continuing sales to a pre-existing Andrew customer when they are (i) made to fulfill an acquired customer’s FCC ‘s E-911 location requirements, (ii) made into a market that has been partially deployed by Andrew or Andrew’s customer using Andrew equipment prior to the date of such acquisition; and (iii) made pursuant to an Andrew customer contract entered into prior to the acquisition.

13)           Except with respect to any breach of this Settlement Agreement, the parties hereby release, remise, and forever discharge one another, their predecessors, successors, parents, subsidiaries, officers, directors, agents, employees, assigns, and attorneys, and all persons who may be jointly and severally liable with any of them, from any and all claims, demands, liabilities, causes of action, damages, legal fees, costs, expenses, and claims for

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compensation of whatever nature or description, arising out of or relating to the Action, and/or which have been or could have been asserted in the Action.

14)           The parties agree that they will execute and file, within five business days of the Signature Date, any and all necessary documents to discontinue the prosecution of the Action, including all counterclaims, with prejudice, and that each party shall bear its own costs and fees incurred in connection with the Action.

15)           TruePosition agrees to offer to purchase at least twenty million U.S. dollars ($20,000,000) worth of geolocation hardware and/or related goods and services from Andrew between the date hereof and October 1, 2006, provided that Andrew shall match prices and other material terms and conditions offered to TruePosition by its other suppliers of such geolocation hardware and/or goods and services, without regard to quantity commitments.

a)             Nothing herein shall require either party to disclose confidential, competitively sensitive documents or information to each other, such as, by way of example, price and cost information, and disclosure of such information is expressly prohibited.  Notwithstanding the foregoing, TruePosition shall provide Andrew with such technical information as is necessary to permit Andrew to provide the requested goods and/or services and that is made available to other contract manufacturers in connection with soliciting bids or proposals for provision of such goods or services.

b)            In the event that one party believes the other party’s representations regarding competitive prices or terms and conditions are inaccurate or incomplete, that party may request a review of such prices or terms and conditions by a neutral third-party arbitrator, to be selected by the party requesting review in accordance with subparagraph (c) below and at the expense of the party requesting review.  Within five business days of

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the arbitrator’s acceptance of appointment the parties shall provide to the arbitrator the documents and information necessary to permit him to make a determination whether the prices or material terms and conditions proposed or challenged match those of TruePosition’s other suppliers of the pertinent goods or services.  The arbitrator’s decision shall be rendered to both parties in writing within five business days of having received the last of the information necessary to make a determination.  The arbitrator’s decision is final, binding, and not subject to appeal.  Upon rendering his decision, the arbitrator shall return the documents and all copies thereof to the party that provided them.

c)             The arbitrator shall be a certified public accountant with at least ten (10) years of professional experience in cost accounting.  Neither the arbitrator himself nor his firm shall have provided professional services to TruePosition, Andrew, or any of their respective subsidiaries or affiliates within the five (5) years preceding the request for review.  Neither the arbitrator himself nor his firm shall be employed by TruePosition, Andrew, or any of their respective subsidiaries or affiliates for one year following the rendering of a decision pursuant to this paragraph.

d)            Any business offered by TruePosition which Andrew does not accept or which TruePosition does not award to Andrew because of Andrew’s failure to match the prices and other material terms and conditions offered by TruePosition’s other suppliers shall nevertheless be counted for purposes of determining the amount of business that TruePosition has offered Andrew pursuant to this paragraph.

16)           Andrew agrees that it will not contest the validity or enforceability of U.S. Patents 4,728,959; 6,108,555; 6,119,013; and 6,047,192 or their foreign counterparts.

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17)           The parties agree that their sole remedy for breach of this Settlement Agreement shall be an action therefor. Before either party brings such an action for breach of this Settlement Agreement, the parties shall engage in mediation in a good faith attempt to resolve their dispute.  Upon notification of a dispute, the parties shall each suggest the names of three persons to act as mediator within three business days of such notification, and shall agree upon a mediator within five business days.  The mediation shall be conducted within fourteen calendar days of the mediator’s acceptance of the mediation.  If no resolution has been reached within one month of notification of the mediator’s acceptance of the mediation, the parties may seek other relief.

18)           This Settlement Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.  Disputes arising hereunder or in connection herewith shall be tried solely in the state and federal courts of Delaware, and both parties hereby consent to the exclusive personal jurisdiction thereof.

19)           The parties agree to maintain the terms and provisions of this Settlement Agreement confidential, and shall not, without the other party’s prior written consent in each instance, which consent may not be unreasonably withheld, disclose to any third party, the terms or provisions of this Settlement Agreement, unless such disclosure is required under applicable law or in connection with the legal enforcement of this agreement.  In the event such disclosure is required, the disclosing party shall, prior to making such disclosure, cooperate with the other party in an effort to limit and/or obtain confidentiality treatment for such disclosure.  Paragraph 20 below constitutes the respective parties’ prior written consent regarding the parties’ respective press releases.  The prohibition against disclosure set forth in this paragraph does not prohibit disclosure to the parties’ respective parents or affiliates.

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20)           The parties have agreed upon the terms of their respective press releases announcing the settlement memorialized by this Settlement Agreement.  Each party agrees not to disparage the other party or its products in connection with descriptions of this Settlement Agreement.

21)           All notices under this Settlement Agreement shall be in writing and shall be deemed to have been given when received by the intended recipient at the following address (or at such other address as the intended recipient shall have specified in a written notice given to the other party):

To TruePosition and KSI:

Frederic Beckley

Senior Vice President and General Counsel

TruePosition, Inc. 780 Fifth Avenue

King of Prussia, Pa 19406

Fax: 610-680-1074

To Allen and Andrew:

James F. Petelle, Esq.

Vice President, Law & Secretary Andrew Corporation

10500 West 153^rd Street

Orland Park, IL 60462

Fax: 708-873-2571

22)           The parties agree that no promise, representation or agreement not herein expressed has been made, and this Settlement Agreement (including the Exhibits hereto) contains the entire agreement between the parties with respect to its subject matter, superseding all other prior agreements, written or oral, including without limitation the term sheet dated January 16, 2004.

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23)           If for any reason any provision of this Settlement Agreement is held invalid, illegal, or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement, all of which shall remain in full force and effect and be binding upon the parties hereto.

24)           This Settlement Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, and all of which shall constitute together but one and the same agreement.  Upon signing at the time agreed, the parties shall exchange signature pages by facsimile transmission, with an original signature to follow by overnight mail, addressed to the persons listed in paragraph 21 above.  Andrew’s signature page shall be accompanied by the warrant instrument described in paragraph 4 above, the form of which is Exhibit A hereto.

February 1, 2004
TruePosition, Inc.		Allen Telecom, LLC
By	/s/ Fred Beckley	By	/s/ Terry N. Garner
	Fred Beckley, Senior Vice President		Terry N. Garner, Vice President
	and General Counsel
KSI, Inc.		Andrew Corporation
By	/s/ Fred Beckley	By	/s/ Marty Kittrell
	Fred Beckley, Senior Vice President		Marty Kittrell, Chief Financial Officer
	and General Counsel		President

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EXHIBIT A

THIS WARRANT AND THE COMMON STOCK RECEIVABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

Void after 5:00 P.M., Central Time, on January 16, 2008

WARRANT TO PURCHASE COMMON STOCK

ANDREW CORPORATION

WARRANT NO. W-1 ORIGINAL ISSUE DATE:  January 16, 2004

This is to certify that, FOR VALUE RECEIVED, TruePosition, Inc. (“Holder”) is entitled to purchase, subject to the provisions of this Warrant (as defined herein), from ANDREW CORPORATION (the “Company”), at any time until 5:00 P.M., Central Time, on January 16, 2008 (“Expiration Date”), One Million (1,000,000) shares (“Shares”) of the Company’s Common Stock, $.01 par value per share (“Common Stock”).  The exercise price of the Warrant shall be $17.70 per Share (“Exercise Price”).

1.             Exercise of Warrant.  This Warrant may be exercised, in whole or in part at any time or from time to time until the Expiration Date or if the Expiration Date is a day on which banking institutions are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto as Exhibit A duly executed and accompanied by payment of the Exercise Price for the number of Shares specified in such form (i) in the form of cash, certified check, or bank draft payable to the order of the Company, or other form of payment acceptable to the Company, for an amount of United States dollars equal to the Exercise Price of such Shares; (ii) by tendering previously acquired Shares of the Corporation valued at such Shares’ Fair Market Value on the date of tender; (iii) in the manner described in Section 12; or (iv) a combination of (i), (ii), and (iii). The Shares so purchased shall be deemed to be issued to the Holder or the Holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered and the completed Exhibit A shall have been delivered and payment shall have been made for such Shares as set forth above or, if such day is not a business day, on the next succeeding business day.  The Shares so purchased, representing the aggregate number of shares specified in the executed Exhibit A, shall be delivered to the holder hereof within a reasonable time, not exceeding 10 business days, after this Warrant shall have been so exercised.  If (a) the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and (b) the certificates therefor are not required to bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company, upon request of the Holder, shall cause its transfer agent to electronically

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transmit the Shares so purchased to the Holder by crediting the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”).  If the aforementioned conditions to a DTC Transfer are not satisfied or such transfer is not so requested by the Holder, the Company shall deliver physical certificates representing the Shares so purchased to the Holder.

If this Warrant is exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Shares purchasable hereunder. Upon receipt by the Company of this Warrant at the office of the Company, in proper form for exercise and accompanied by the Exercise Price, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Shares shall not then be actually delivered to the Holder.

As used herein, “Fair Market Value” as of any date shall mean if the Company’s Common Stock is traded on an established market which reports last sale information, the price of the Common Stock as of the close on the day before such date (or if no sales occurred that day the most recent day sales occurred preceding such date); if the Company’s Common Stock is quoted on the NASDAQ Stock Market, the closing bid price per share on such date; or if the Company’s Common Stock is publicly held but not traded on an established market which reports last sale information or quoted on the NASDAQ Stock Market, the fair market value of such Common Stock as determined by the Board of Directors of the Company in good faith and in their sole discretion.  If the Common Stock is not publicly held, Fair Market Value shall be determined by the Board of Directors of the Company in good faith and in its sole discretion.

2.             Registration of Shares.  The Company shall use its reasonable best efforts to prepare and file as promptly as practicable after the date hereof with the SEC a registration statement on Form S-3 with respect to the Shares issuable upon the exercise of this Warrant (the “Registration Statement”) and to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as the Holder hereof may reasonably request and that would permit or facilitate the sale of such Shares in the open market (provided, however, that the Company shall not be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and shall use its reasonable best efforts so that such Registration Statement and all other such registrations, qualifications and compliances may become effective no later than 120 days following the date hereof.  Notwithstanding the foregoing, the Company shall not be obligated to effect an underwritten registration statement.

The Company will use its reasonable best efforts to maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances for a period of eighteen months following the earlier of Expiration Date or the date upon which Holder has fully exercised this Warrant (the “Registration Effective Period”), and from time to time will amend or supplement the Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act of 1933, as amended (the “Act”), the Securities and Exchange Act of 1934, as amended and any applicable state securities statute or regulation, subject to the following limitations and qualifications.

Upon the exercise of this Warrant following the date on which the Registration Statement is first declared effective, the Holders will be permitted (subject in all cases to compliance with the prospectus delivery requirements of the Act) to offer and sell the Shares issued upon the exercise of this Warrant during the Registration Effective Period in the manner described in the Registration Statement, provided

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that the Registration Statement remains effective and has not been suspended.

Notwithstanding any other provision of this Warrant, the Company shall have the right at any time (but only five times during the term of this Agreement and no more than three times in any twelve-month period) to require that the Holder hereof suspend further open market offers and sales of the Shares issued upon exercise of this Warrant whenever, and only if, in the reasonable good faith judgment of the Company after receipt of advice from outside counsel there is or there is reasonably likely to be in existence material undisclosed information or events with respect to the Company (the “Suspension Right”).  In the event the Company exercises the Suspension Right, such suspension will continue only for the period of time reasonably necessary for disclosure to occur at a time that is not detrimental to the Company or its stockholders or until such time as the information or event is no longer material (but in no event more than 30 days), each as determined in good faith by the Company after receipt of advice from outside counsel.  The Company will promptly give the Holders notice of any such suspension and will use all reasonable efforts to minimize the length of the suspension.

3.             Reservation and Listing of Shares.  The Company hereby agrees that at all times that this Warrant remains outstanding, there shall be reserved for issuance and/or delivery upon exercise of this Warrant such number of Shares as shall be required for issuance or delivery upon exercise of this Warrant.  Not later than 30 days after the date hereof, the Company shall list the Shares on the NASDAQ Stock Market.

4.             Limit on Fractional Shares. No fractional Shares shall be issued in connection with any exercise hereof, but in lieu of such fractional Shares, the Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the amount by which the Fair Market Value of a Share of Common Stock on the date of such exercise exceeds the Exercise Price then in effect.  All computations in connection with the adjustment of the Exercise Price shall be rounded to the fourth decimal place.

5.             Shares To Be Fully Paid.  All Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid and non-assessable and free from all taxes, liens, claims and encumbrances.

6.             Exchange, Assignment or Loss of Warrant.  This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants of different denominations entitling the Holder thereof to purchase (under the same terms and conditions as provided by this Warrant) in the aggregate the same number of Shares purchasable hereunder.  Subject to Section 11, any transfer or assignment shall be made by surrender of this Warrant to the Company with the Assignment Form annexed hereto as Exhibit B duly executed and with funds sufficient to pay any transfer tax; whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled.  The Holder hereof shall be entitled to transfer this Warrant without the consent of the Company.  This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged.  Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Subject to such right of indemnification, any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part

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of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

7.             Rights of the Holder.  The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein.

8.             Adjustment Provisions.  The number and type of shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows:

(a)            If the number of Shares of Common Stock outstanding is increased by a stock dividend payable in Shares of Common Stock or by a subdivision or split-up of Shares of Common Stock, then, following the record date for the determination of Holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of Shares of Common Stock for which this Warrant is exercisable and the Exercise Price shall be appropriately adjusted so that the number of Shares of Common Stock issuable on exercise of this Warrant shall be increased, and the Exercise Price shall be decreased, in proportion to such increase in outstanding Shares.

(b)           If the number of Shares of Common Stock outstanding is decreased by a combination of the outstanding Shares of Common Stock, then, following the record date for such combination, the number of Shares of Common Stock for which this Warrant is exercisable and the Exercise Price shall be appropriately adjusted so that the number of Shares of Common Stock issuable on exercise of this Warrant shall be decreased, and the Exercise Price increased, in proportion to such decrease in outstanding Shares.

(c)            In the event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value, or a change from no par value to par value, or a change from par value to no par value, or as a result of a stock dividend or subdivision, split-up or combination of shares), any consolidation or merger of the Company, or any sale, lease, or conveyance to another person of the property of the Company pursuant to which the Company’s Common Stock is converted into other securities, cash or assets, each Warrant shall, after such reorganization, reclassification, consolidation, merger or conveyance, be exercisable into the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger to which the holder of the number of shares of Common Stock is deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of such Warrant would have been entitled upon such reorganization, reclassification, consolidation, merger or conveyance.  The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or conveyances.

(d)           If at any time the Company shall take a record of the holders of its Shares of Common Stock for the purpose of entitling them to receive any dividend or other distribution of:

(i)            cash (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company),

(ii)           any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock

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Equivalents or Additional Shares of Common Stock), or

(iii)          any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of which shall be the per share Fair Market Value of Common Stock at the date of taking such record and (B) the denominator of which shall be such per share Fair Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company and supported by an opinion from an investment banking firm of recognized national standing acceptable to the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (2) the Exercise Price then in effect shall be adjusted to equal (A) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.  A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 8(d) and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 8(a).  “Common Stock Equivalent” means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.  “Convertible Securities” means evidences of indebtedness, shares of capital stock or other securities that are or may be at any time convertible into or exchangeable for shares of Common Stock.  “Additional Shares of Common Stock” means all shares of Common Stock issued by the Company after the Original Issue Date (as first above written), and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except (i) the Shares; (ii) shares of Common Stock to be issued to strategic partners and/or in connection with a strategic merger or acquisition; (iii) shares of Common Stock or the issuance of options to purchase shares of Common Stock to employees, officers, directors, consultants and vendors in accordance with the Company’s equity incentive policies; and (iv) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding prior to the date hereof.  “Other Common” means any other ownership interest of the Company of any class which shall be authorized at any time after the Original Issue Date (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Company without limitation as to amount.

(e)            Prior to any offer by the Company that gives holders of the Company’s Common Stock the option to exchange or tender shares of Common Stock for any assets or securities of the Company or of any other entity, the Company shall give the Holder the option to convert all or a portion of its right to purchase Shares hereunder into the amount of such other assets or securities of the Company or of any other entity that the Holder would have been entitled to receive had it been the holder of record of the Shares receivable upon exercise of this Warrant on the date of

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any record date of any such exchange or tender offer.  The Company shall provide the Holder twenty (20) days prior written notice of any such exchange or tender offer and the Holder’s right to exercise its right pursuant to the immediately foregoing sentence shall terminate after the expiration of such twenty (20) day period unless the Holder has notified the Company in writing that it is exercising such rights.

(f)            The Company shall provide the Holder with not less than twenty (20) days written notice prior to the applicable record date or effective date of the occurrence of any of the events described in this Section 8, which notice shall set forth in detail all material facts and circumstances surrounding and relating to such event.  The Company shall also provide the Holder with such notice if any event occurs of the type contemplated by the adjustment provisions of this Section 8 but not expressly provided for by such provisions, and the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the Holder shall be neither enhanced nor diminished by such event.

9.             Statement of Adjustment.  Whenever the Exercise Price shall be adjusted as provided in Section 8, the Company shall make available for inspection by the Holder, during regular business hours, at its principal executive offices or at such other place as may be designated by the Company, a statement, signed by its chief executive officer or president, showing in detail the facts requiring such adjustment and the Exercise Price that shall be in effect after such adjustment.  The Company shall also cause a copy of such statement to be sent by first-class certified mail, return receipt requested and postage prepaid, to Holder at such Holder’s address appearing on the Company’s records.

10.           Notices.  Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party shall be in writing and delivered in person or by courier or by facsimile transmission (followed by mailing certified mail, postage prepaid, return receipt requested) or mailed by certified mail, postage prepaid, return receipt requested, as follows: (a) to the Holder at the Holder’s address as it appears in the records of the Company or at such other address as the Holder may otherwise indicate in a written notice delivered to the Company; or (b) to the Company, at its principal place of business, Attn: President, or at such other address as the Company may otherwise indicate in a written notice delivered to Holder.  All such notices, requests, instructions, documents and other communications will: (i) if delivered personally to the address as provided in this Section 10, be deemed given upon delivery; (ii) if delivered by facsimile transmission, be deemed given upon receipt and (iii) if delivered by mail in the manner described above, be deemed given 5 days after being placed in the mail.

11.           Transfer to Comply with the Securities Act of 1933.  Until such time as the Registration Statement is declared effective, the Company may cause the following legend, or one similar thereto, to be set forth on each certificate representing the Shares or any other security issued or issuable upon exercise of this Warrant:

The securities represented by this certificate may not be offered for sale, sold or otherwise transferred in the absence of an effective registration statement under the Securities Act of 1933 (the “Act”), and under any applicable state securities law, an opinion of counsel satisfactory to the Company that such registration is not, in the circumstances required, or evidence satisfactory to the Company that the Shares have been sold in compliance with Rule 144 promulgated under the Act.

Neither this Warrant nor any Shares issued upon the exercise hereof shall be transferred other than pursuant to an effective registration statement under the Act or an exemption from the registration provisions thereof.  Notwithstanding the foregoing, following the date on which the Shares have been

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registered under the Act or otherwise may be sold by the holder pursuant to Rule 144(k) promulgated under the Act (or a successor rule), the Shares shall not bear any restrictive legend.

12.           Additional Right to Exercise.  The Holder shall have the right to require the Company to convert this Warrant (“Conversion Right”), at any time after it is exercisable, or the portion then exercisable, but prior to its expiration, into Shares as provided in this Section 12.  Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by him of the Exercise Price) that number of Shares equal to the quotient obtained by dividing (i) the value of this Warrant with respect to the exercised Shares at the time of the exercise of the Conversion Right (determined by subtracting the aggregate Exercise Price for the exercised Shares immediately before the time of the closing of the Conversion Right from the aggregate Fair Market Value of the exercised Shares at such time) by (ii) the Fair Market Value of one Share immediately before the time of the closing of the Conversion Right.

(a)           The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to its expiration, on any business day by delivering a written notice in the form attached hereto as Exhibit C (“Conversion Notice”) to the Company at the Company’s offices exercising the Conversion Right and specifying (i) the total number of Shares he desires to purchase pursuant to such conversion and (ii) a date not less than one and not more than 20 business days from the date of the Conversion Notice for the closing of such purchase.

(b)           At the closing of the Conversion Right: (i) the Holder will surrender this Warrant; (ii) the Company will deliver to the Holder a certificate or certificates for the number of Shares issuable upon such conversion; and (iii) the Company will deliver to the Holder a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not have been exercised.

13.           Exemption from Registration for Warrant Exercise.  The Company and the Holder acknowledge that the Company will be relying on an exemption from the registration requirements of the Act to deliver Shares to the Holder upon the exercise of the Warrant.  The Holder agrees to provide the Company with such information and representations as may be requested by the Company in order to establish a claim to an exemption from the registration requirements of the Act and any applicable state securities laws, including, a representation that the Holder is taking the Shares for investment, and not with a view to distribution.

14.           Governing Law; Jurisdiction.  This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware.  Each of the Company and the Holder irrevocably consents to the nonexclusive jurisdiction of the United States federal courts and state courts located in Wilmington, Delaware in any suit or proceeding based on or arising under this Warrant.  Each of the Company and the Holder irrevocably waives any objection to the laying of venue and the defense of an inconvenient forum to the maintenance of such suit or proceeding in such courts.  Each of the Company and the Holder further agrees that service of process upon it mailed by certified or registered mail to the address set forth in Section 10 shall be deemed in every respect effective service of process upon it in any such suit or proceeding.  Nothing herein shall affect the Holder’s right to serve process in any other manner permitted by law.  Each of the Company and the Holder agrees that a final nonappealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

15.           Successors and Assigns.  The rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder

A-7

hereof.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder.

16.           Amendment.  This Warrant may not be modified or amended or the provisions hereof waived except by the written consent of the Company and the Holder.

17.           Other Actions.  The Company will not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder of this Warrant in order to protect the economic benefit inuring to the Holder hereof and the exercise privilege of the Holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant.

ANDREW CORPORATION
By:	/s/ Marty R. Kittrell
	Name:Marty R. Kittrel
	Title: Chief Financial Officer

A-8

EXHIBIT A

PURCHASE FORM

Dated:              , 200    

The undersigned hereby irrevocably elects to exercise the Warrant to the extent of purchasing                 shares of Common Stock of Andrew Corporation, and hereby makes payment of $                in payment of the actual Exercise Price thereof.

[   ]  The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock being acquired hereby to the account of the undersigned or its nominee (which is                       ) with DTC through its Deposit Withdrawal Agent Commission System (“DTC Transfer”).

INSTRUCTIONS FOR REGISTRATION OF SHARES

Name:
	(Please typewrite or print in block letters)
Address:
Signature:

A-9

EXHIBIT B

ASSIGNMENT FORM

Dated:               , 200   

FOR VALUE RECEIVED,

hereby sells, assigns and transfers unto

Name:
	(Please typewrite or print in block letters)

Address:

the right to purchase Shares represented by this Warrant to the extent of                   shares of Common Stock as to which such right is exercisable and does hereby irrevocably constitute and appoint , attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

Signature:

A-10

EXHIBIT C

CASHLESS EXERCISE FORM

I hereby exercise my Warrant granted by ANDREW CORPORATION (the “Company”) by means of a cashless purchase and seek to convert my Warrant into                 of Common Stock of the Company pursuant to said Warrant.  I understand that this exercise is subject to all the terms and provisions of my Warrant Agreement.

I request that the closing of this conversion take place on               (a date not less than one and not more than 20 business days from this date).

I hereby represent that the                 shares of Common Stock, to be delivered to me pursuant to the above-mentioned exercise of said Warrant, are being acquired by me as an investment and not with a view to distribute, or for sale in connection with the distribution of, any shares of Common Stock thereof.

Dated:

Name (please print)

Signature

Address

Social Security Number

Receipt is hereby acknowledged of the delivery to me by ANDREW CORPORATION of certificates for             shares of Common Stock of the Corporation purchased by me pursuant to the terms and conditions of my Warrant Agreement.

Date:

Signature

A-11

EXHIBIT B

ISSUED PATENTS

PATENT NO.	TITLE	ISSUE DATE	COUNTRY
6,184,829 B1	Calibration for Wireless Location System	02/06/01	US
6,266,013 B1	Architecture for a Signal Collection System of a Wireless Location System	07/24/01	US
6,091,362	Bandwidth Synthesis for a Wireless Location System	07/18/00	US
6,172,644 B1	Emergency Location Method for a Wireless Location System	01/09/01	US
6,097,336	Method for Improving the Accuracy of a Wireless Location System	08/01/00	US
6,115,599	Directed Retry Method for Use in a Wireless Location System	09/05/00	US
6,281,834 B1	Calibration for Wireless Location System	08/28/01	US
6,351,235 B1	Method and System for Synchronizing Receiver Systems of a Wireless Location System	02/26/02	US
6,317,081 B1	Internal Calibration Method for Receiver System of a Wireless Location System	11/13/01	US
6,388,618 B1	Signal Collection System for a Wireless Location System	05/14/02	US
6,317,604 B1	Centralized Database System for a Wireless Location System	11/13/01	US
6,285,321 B1	Station Based Processing Method for a Wireless Location System	09/04/01	US
6,400,320 B1	Antenna Selection Method for a Wireless Location System	06/4/02	US
6,492,944 B1	Internal Calibration Method for Receiver System of a Wireless Location System	12/10/02	US

B-1

PATENT NO.	TITLE	ISSUE DATE	COUNTRY
4,728,959	Direction Finding Localization System	03/01/88	US
6,127,975	Communications Localization System	10/03/00	US
6,288,675 B1	Single Station Communications Localization System	09/11/01	US
6,119,013	Enhanced Time-Difference Localization System	09/12/00	US
6,108,555	Enhanced Time-Difference Localization System	08/22/00	US
6,047,192	Robust, Efficient, Localization System	04/04/00	US
6,546,256 B1	Robust, Efficient, Location-Related System	04/08/03	US
6,101,178	Pseudolite-Augmented GPS for Wireless Telephones	08/08/00	US
6,288,676 B1	Apparatus and Method for Single Station Communications Localization	09/11/01	US
6,366,241 B1	Enhanced Determination of Position-Dependant Signal Characteristics of a Wireless Transmitter	04/02/02	US
6,483,460 B2	Baseline Selection Method for Use in a Wireless Location System	11/19/02	US
6,563,460 B2	Collision Recovery in a Wireless Location System	05/13/03	US
6,646,604 B2	Automatic Synchronous Tuning of Narrowband Receivers of a Wireless Location System for Voice/Traffic Channel Tracking	11/11/03	US
6,603,428 B2	Multiple Pass Location Processing	08/05/03	US
6,661,379 B2	Antenna Selection Method for a Wireless Location System	12/09/03	US
6,334,059 B1	Modified transmission method for improving accuracy for e-911 calls	12/25/01	US

B-2

PATENT NO.	TITLE	ISSUE DATE	COUNTRY
6,463,290 B1	Mobile-assisted network based techniques for improving accuracy of wireless location system	10/08/02	US
6,519,465 B2	Modified transmission method for improving accuracy for E-911 calls	02/11/03	US
95196005.9	Communications Location System	02/26/03	China
0789847	Communications Location System	03/05/03	France
0789847	Communications Location System	03/05/03	Great Britain
695298356-08	Communications Location System	03/05/03	Germany
0789847	Communications Location System	03/05/03	Italy
505953	Communications Localization System	10/6/03	New Zealand
0789847	Communications Location System	03/05/03	Sweden
757840	Communications Localization System	12/20/02	Australia
1048179	Communications Localization System	11/02/00	EP
137291	Communications Localization System	01/16/98	Israel
98/0330	Robust, Efficient, Localization System	11/25/98	South Africa
139796	Robust, Efficient, Localization System	08/11/01	Taiwan
2,363,293	Calibration for Wireless Location System	09/03/03	Great Britain
GB 2362072	Bandwidth Synthesis for Wireless Location System	03/12/03	Great Britain
GB2362530	Method for Improving the Accuracy of a Wireless Location System	10/08/03	Great Britain
GB2387084	Calibration for Wireless Location System	12/10/03	Great Britain
98813131.5	Communications Localization System	1/2/04	China

B-3

PENDING APPLICATIONS

SERIAL NO.	FILING DATE	COUNTRY
09/909,221	07/18/01	US
09/908,998	07/18/01	US
10/217,782	08/13/02	US
10/154,176	05/21/02	US
10/234,363	09/03/02	US
10/347,471	01/17/03	US
10/414,982	04/15/03	US
10/748,367	12/30/03	US
N/A	1/29/04	US
99/911490.3	03/22/99	EP
2,204,125	11/03/95	Canada
973201	11/03/95	Mexico
8-515416	11/03/95	Japan
PI9714938.1	12/23/97	Brazil
2,316,170	12/23/97	Canada
97182490.8	12/23/97	China
97952638.1	12/23/97	EP
01100162.1	01/08/01	Hong Kong
136934	12/23/97	Israel
2000-590,453	12/23/97	Japan
006301	12/23/97	Mexico
PI9814250-0	01/16/98	Brazil
2,317,414	01/16/98	Canada
01100163.0	01/08/01	Hong Kong
2000-593,879	01/16/98	Japan
006951	01/16/98	Mexico
PCT/US01/09078	03/22/01	PCT
PI 9917166.0	12/13/99	Brazil
2,359,797	12/13/99	Canada
99815519.5	12/13/99	China
99967282.7	12/13/99	EP
144134	12/13/99	Israel
10-2001-7008675	12/13/99	South Korea

B-4

SERIAL NO.	FILING DATE	COUNTRY
2001-006908	12/13/99	Mexico
PI-9917164.3	12/13/99	Brazil
2,360,130	12/13/99	Canada
99815517.9	12/13/99	China
99965230.8	12/13/99	EP
144133	12/13/99	Israel
10-2001-7008669	12/13/99	South Korea
2001-006907	12/13/99	Mexico
PI 9917165-1	12/13/99	Brazil
2,360,136	12/13/99	Canada
99815520.9	12/13/99	China
99965231.6	12/13/99	EP
144132	12/13/99	Israel
10-2001-7008666	12/13/99	South Korea
2001-006906	12/13/99	Mexico
PCT/US02/00754	01/10/02	PCT
PCT/US02/22390	07/15/02	PCT
PI 0107538-1	03/22/01	Brazil
2,403,039	03/22/01	Canada
01 8 07674.2	03/22/01	China
01918894.5	03/22/01	EP
0222646.2	03/22/01	Great Britain
151754	03/22/01	Israel
10-2002-7013100	03/22/01	South Korea
S/N 2002-009450	03/22/01	Mexico
PCT/US03/08896	03/21/03	PCT
PI0114518-5	06/27/01	Brazil
2,423,913	06/27/01	Canada
01816789.6	06/27/01	China
01948807.1	06/27/01	EP
0307730.2	06/27/01	Great Britain
154972	06/27/01	Israel
2002-533578	06/27/01	Japan
10-2003-7004794	06/27/01	Korea
2003-002810	06/27/01	Mexico
PCT/US03/25168	08/11/03	PCT
N/A	01/10/02	Brazil
N/A	01/10/02	Canada
N/A	01/10/02	China
N/A	01/10/02	EP
N/A	01/10/02	Great Britain
N/A	01/10/02	Israel
N/A	01/10/02	Japan
10-2004-7000688	01/10/02	South Korea
N/A	01/10/02	Mexico
N/A	07/15/02	Brazil
N/A	07/15/02	Canada
N/A	07/15/02	China
N/A	07/15/02	EP
N/A	07/15/02	Great Britain

B-5

SERIAL NO.	FILING DATE	COUNTRY
N/A	07/15/02	Israel
N/A	07/15/02	Japan
10-2004-7000689	07/15/02	South Korea
N/A	07/15/02	Mexico

B-6

EXHIBIT C

ISSUED PATENTS

PATENT NO.	TITLE	ISSUE DATE	COUNTRY
4,888,593	Time Difference of Arrival Geolocation Method	12/19/89	US
5,317,323	Passive High Accuracy Geolocation System and Method	05/31/94	US
5,465,289	Cellular Based Traffic Sensor System	11/07/95	US
5,559,864	Cellular Based Traffic Sensor System	09/24/96	US
6,233,459	System for Providing Geolocation of a Mobile Transceiver	05/15/01	US
6,665,332	CDMA Geolocation System	12/16/03	US

C-1

PENDING APPLICATIONS

SERIAL NO.	FILING DATE	COUNTRY
10/230,333	08/29/02	US
10/739,023	12/19/03	US
10/004,449	12/06/01	US
10/011,783	12/11/01	US
09/971,680	10/09/01	US
10/046,284	01/16/02	US
PCT/US03/26972	08/28/03	PCT
PCT/US03/34147	10/27/03	PCT
PCT/US03/32583	10/16/03	PCT
PCT/US03/17470	06/04/03	PCT
PCT/US03/32584	10/16/03	PCT
PCT/US03/32578	10/16/03	PCT
PCT/US03/32580	10/16/03	PCT
PCT/US03/32579	10/16/03	PCT

EX-31

Exhibit 31   Rule 13a-14(a) Certification of Chief Executive and Chief Financial Officers

I, Ralph E. Faison, certify that:

1.  I have reviewed this report on Form 10-Q 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 quarterly 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 quarter 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: May 12, 2004	/s/ Ralph E. Faison
	Ralph E. Faison
	President and Chief Executive Officer

1

I, Marty R. Kittrell, certify that:

1.  I have reviewed this report on Form 10-Q 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 quarterly 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 quarter 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: May 12, 2004	/s/ Marty R. Kittrell
	Marty R. Kittrell
	Chief Financial Officer

2

EX-32

Exhibit 32  18 U.S.C. Section 1350 Certifications of Chief Executive and Chief Financial Officers

The following statement is being furnished 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-Q 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 12th day of May 2004.

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

A signed original of this written statement required by section 906 has been provided to Andrew Corporation and will be retained by Andrew Corporation and furnished to the Securities and Exchange commission or its staff upon request.