8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 3, 2007

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

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

3 Westbrook Corporate Center, Suite 900, Westchester, IL 60154

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 236-6600

None

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

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On May 3, 2007, Andrew Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2007. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

After the press release, the Company held a conference call and simultaneous webcast in which a presentation was made regarding the Company’s financial results for the quarter ended March 31, 2007. Participants in this presentation were Ralph E. Faison, the Company’s President and Chief Executive Officer, Marty Kittrell, the Company’s Chief Financial Officer, Mark Olson, the Company’s Chief Accounting Officer, and Daniel Hartnett, the Company’s Vice President, Tax and Treasury. A copy of the transcript of this conference call presentation and subsequent question and answer session is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press release dated May 3, 2007.
99.2	May 3, 2007 conference call presentation transcript

SIGNATURE

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

	ANDREW CORPORATION
Date: May 9, 2007	By:	/s/ Marty Kittrell
		Marty Kittrell
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

	Andrew Corporation 3 Westbrook Corporate Center, Suite 900, Westchester, IL USA 60154 Tel: + 1 708 236 6600 www.andrew.com

Andrew Corporation Reports Wireless Infrastructure Sales Growth in

Second Quarter Fiscal 2007; Announces Intent to Sell Satellite

Communications Business

Second Quarter Fiscal 2007 Highlights

• Total sales increased 4% to $503 million, compared to the prior year second quarter, a record second fiscal quarter for the company

• Wireless Infrastructure sales increased 5% to $472 million, compared to the prior year second quarter

• Gross margin was 20.8%, compared to 20.6% in the prior year second quarter. Excluding relocation and start-up costs associated with the new Joliet, Illinois facility, non-GAAP gross margin was 22.4%

• Net loss was $0.01 per share, including $0.10 per share of significant expense items

• The company repurchased 1 million shares of common stock at an average price of $10.34 per share

• Cash flow from operations increased to $22 million, compared to $13 million in the prior year second quarter

• Company updates financial guidance for fiscal 2007

WESTCHESTER, IL, May 3, 2007 – Andrew Corporation, a global leader in communications systems and products, reported total sales of $503 million and a net loss of $2.0 million, or $0.01 per share, for the second quarter fiscal 2007. Wireless Infrastructure sales increased 5% and gross margins improved compared to the prior year second quarter, despite continued challenges in the North American market and relocation and start-up costs associated with the new Joliet, Illinois facility. Higher income taxes contributed to the loss in the quarter, which compared to net income for the prior year second quarter of $3.6 million, or $0.02 per share.

In addition, the company intends to sell its Satellite Communications business, which comprised 6% of the company’s overall revenues for the second quarter. The company has received initial indications of interest from several potential buyers. The final terms of any divestiture transaction will be subject to board approval, and there can be no assurance as to the terms, timing or consummation of any such transaction.

“As we previously guided, the first half of our fiscal year has been challenging due to consolidation issues with two significant North American customers, volatile commodity costs and a number of important facility start-ups and relocations,” said Ralph Faison, president and chief executive officer, Andrew Corporation. “While our revenue growth for the quarter was modest in our seasonally weakest quarter, we are pleased that we have been able to replace reduced revenues of over $130 million to those two customers in the first half of our fiscal year

with significant increases in volume with other customers and in other geographies. We also have been able to recover a significant portion of our higher commodity costs incurred during the quarter.

“In addition, we have executed well on two significant facility relocations this year. Our new world-class cable facility in Joliet is in production, on budget and ahead of our expectations and our new factory in India is also in production and ramping up well, helping to serve the unprecedented demand we are experiencing in India. As we look ahead, we believe that Andrew is well-positioned to continue to be the supplier of choice on a global basis to serve the needs of wireless operators and infrastructure original equipment manufacturers (OEMs). While we believe that our North American business is starting to improve and should help drive a stronger second half, we remain cautious about our prospects in that geography if we do not see meaningful sequential improvement from the two customers where we have had significant weakness for the last two quarters. Finally, we continue to deliver on our goal of improving gross margins consistent with our previous guidance. We expect higher levels of business in the June and September quarters and anticipate improved operating leverage on that seasonal uptick.

“Over the last five years, we have reengineered Andrew’s manufacturing footprint by transitioning most of our facilities to new state-of-the-art factories, in most cases to lower-cost labor locations. The company is well-positioned to benefit from operational efficiencies, as the restructuring of our global supply chain is largely behind us.”

The following table is a summary of significant items impacting the comparability of earnings per share amounts for the fiscal quarters ended March 31, 2007 and March 31, 2006. The per share impact of items for the current quarter is calculated on a pre-tax basis, as no tax benefit was recognized for losses in the U.S. and Italy. There were approximately 156 million shares outstanding during the quarter. For the prior year second quarter, an effective tax rate of 30.2% was used and there were approximately 160 million diluted shares outstanding.

Summary of Significant (Expense)

	Fiscal Quarter Ended March 31,
Items Impacting Results	2007			2006
Intangible Amortization	$	(0.03	)	$	(0.02	)
Restructuring Charges		(0.01	)		(0.01	)
Litigation Expenses		(0.01	)		—
Orland Park Relocation & Joliet Start-Up Costs		(0.05	)		—
Total	$	(0.10	)	$	(0.03	)

Second Quarter Financial Summary

Wireless Infrastructure sales increased 5%, to $472 million, versus the prior year second quarter due to strong demand for antenna and cable products, which included the impact from the Precision Antennas and EMS Wireless acquisitions, the implementation of price increases on cable products and a favorable foreign exchange impact, which were partially offset by weaker sales of certain base station components.

Total orders of $503 million decreased 8% from the prior year second quarter due mainly to a reduction in orders for active products, which was partially offset by an increase in orders for antenna and cable products. Orders were down in the Americas, partially offset by strong orders in Asia Pacific across all product categories. Ending backlog was 6% lower at $285 million

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compared to the prior year second quarter, partially due to the completion of the first phase of an international geolocation project.

The company made significant progress in exiting its Orland Park facility and transitioning to its new Joliet, Illinois cable facility during the quarter. Approximately $8 million of relocation and start-up costs, including unabsorbed overhead for lost production and duplicate facilities, were incurred during the quarter, which reduced gross margin by approximately 160 basis points. Excluding these costs, non-GAAP gross margin was 22.4%, compared 20.6% in the prior year second quarter. Gross margin increased versus the prior year second quarter due to increased sales, improved recovery of raw material costs through price increases and operational improvements in most major product areas.

Operating income for the quarter was $8.9 million, or 1.8% of sales, compared to $8.6 million, or 1.8% of sales in the prior year second quarter. Excluding significant items, non-GAAP operating income for the quarter was $24.3 million, or 4.8% of sales, compared to $14.3 million, or 3.0% of sales, in the prior year second quarter.

Research and development expenses were $27.0 million, or 5.4% of sales, in the second quarter, compared to $26.8 million, or 5.6% of sales, in the prior year second quarter. Sales and administrative expenses increased to $62.4 million, or 12.4% of sales, in the second quarter, compared to $58.3 million, or 12.1% of sales, in the prior year second quarter. Sales and administrative expenses increased in absolute dollars and as a percentage of sales due mainly to costs associated with supporting sales growth in emerging markets, developing direct-to-carrier channels, impact from acquisitions and increased legal expenses for litigation related to a specific intellectual property matter.

Intangible amortization increased to $5.5 million in the second quarter, compared to $4.4 million in the prior year second quarter due primarily to amortization of intangible assets associated with the company’s acquisitions of Precision Antennas and EMS Wireless. Other expenses decreased to $2.6 million in the second quarter, compared to $3.5 million in the prior year second quarter.

The reported tax rate for the second quarter was 131%, due primarily to losses in the United States and Italy for which the company cannot record current tax benefits. The concentration of significant losses in countries for which the company cannot record current tax benefits in the second quarter resulted in a higher tax rate for the quarter than is anticipated on a full year basis. The company currently anticipates the full year tax rate will be in the range of 44% to 46%. Due to these losses, the tax rate for the quarter increased versus a reported rate of 30.2% in the prior year second quarter.

Average shares outstanding decreased to approximately 156 million from approximately 160 million in the prior year second quarter primarily due to shares that have been repurchased by the company. During the second quarter of fiscal 2007, the company repurchased 1.0 million shares of common stock at an average price of $10.34, including commissions and fees. The company repurchased 4.4 million shares over the last twelve months and has approximately 5.4 million additional shares available for repurchase under an existing authorized repurchase program.

Company Announces Intent to Sell Satellite Communications Business

The company has retained an investment bank, CIBC World Markets Corp., to help explore strategic alternatives for its Satellite Communications business and intends to sell the business. “During the last two quarters, we made meaningful progress in rationalizing and right-sizing this business and believe that we have positioned it for improved performance in the future,” said Faison. “In exploring strategic alternatives, we have received several indications of interest for Satellite Communications. As a result, we have decided to pursue a sale of the business. Similar

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to the recent sale of our broadband cable assets, which we completed subsequent to the end of the second quarter, this decision allows management to focus all of its time, attention and resources on our core wireless infrastructure products and solutions.”

The final terms of any divestiture transaction are subject to board approval, and there can be no assurance as to the terms, timing or consummation of any such transaction.

If a sale of the Satellite Communications business had been completed as of the beginning of the second quarter of fiscal 2007, the company estimates its summary operating results would have been as follows:

	Fiscal Quarter Ended March 31, 2007
$ millions	As Reported GAAP			SatCom			Ex SatCom Non-GAAP
Sales	$	503		$	31		$	472
Gross Profit		105			3			102
- %		20.8	%		8.2	%		21.7	%
Operating Expenses		96			7			89
Operating Income (Loss)		9			(4	)		13
Net (Loss) Income per Share	$	(0.01	)	$	(0.02	)	$	0.01

The company has provided additional financial details for the second quarter of fiscal 2007 in the tables below:

Results by Major Region, Reporting Segment and Customer Information

	Fiscal Quarter Ended March 31,
Sales by Region ($ in millions)	2007		2006		% Change		% Total
Americas	$	222	$	264	(16	)	44
Europe, Middle East, Africa (EMEA)		189		155	22		38
Asia Pacific		92		63	46		18
Total	$	503	$	482	4		100	%

Sales in the Americas decreased 16% versus the prior year second quarter due mainly to a reduction in spending by two North American customers who were in the process of consolidating during the quarter. EMEA increased 22% from the prior year second quarter due to strength in Africa and the Middle East, approximately $14 million of additional revenue from the acquisition of Precision Antennas and a favorable impact of approximately $10 million resulting from a weaker U.S. dollar compared to European currencies. Asia Pacific increased 46% versus the prior year second quarter due mainly to growing demand in India, China, Japan and Korea from OEMs and operators supporting network expansions and upgrades.

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	Fiscal Quarter Ended March 31,
Sales by Segment ($ in millions)	2007		2006		% Change		% Total
Antenna and Cable Products	$	319	$	266	20		64
Satellite Communications		31		31	0		6
Total Antenna and Cable		350		297	18		70
Base Station Subsystems		81		120	(33	)	16
Network Solutions		25		27	(7	)	5
Wireless Innovations		47		38	24		9
Total Wireless Network Solutions		153		185	(17	)	30
Total	$	503	$	482	4	%	100	%

Antenna and Cable Products increased 20% versus the prior year second quarter due mainly to cable price increases, strong demand in EMEA and Asia Pacific across most product lines, and the impact from the acquisitions of Precision Antennas and EMS Wireless. Satellite Communications was flat compared to the prior year second quarter due to increased sales of earth station electronics and VSAT antennas, which were offset by lower direct-to-home satellite products sales. Base Station Subsystems sales decreased 33% versus the prior year second quarter due primarily to weakness in base station component sales to certain OEM customers who were in the process of consolidating and a decline in sales to certain North American operators. Network Solutions decreased 7% versus the prior year second quarter due mainly to a decline in geolocation equipment sales in North America, which was partially offset by a significant increase in international geolocation sales due to the completion of the first phase of a major project. Wireless Innovations increased 24% due mainly to strong repeater sales in all geographies.

Customer Information

The top 25 customers represented 70% of sales compared to 69% in the prior quarter and 67% in the prior year second quarter. Major OEMs accounted for 41% of sales compared to 41% in the prior quarter and 38% in the prior year second quarter. Ericsson represented more than 10% of the company’s sales for the quarter and Alcatel-Lucent, Nokia, Siemens and Sprint Nextel each represented more than 5% of the company’s sales for the quarter.

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	Fiscal Quarter Ended March 31,
Operating Income (Loss) by Segment ($ in millions)	2007			2006
Antenna and Cable Products	$	44		$	30
Satellite Communications		(4	)		(4	)
Total Antenna and Cable		40			26
Base Station Subsystems		(12	)		3
Network Solutions		4			6
Wireless Innovations		9			6
Total Wireless Network Solutions		1			15
Sub-Total	$	41		$	40
Unallocated Sales and Administrative Costs		(27	)		(28	)
Intangible Amortization		(5	)		(4	)
Total Operating Income	$	9		$	9

Antenna and Cable Products operating income increased due mainly to a 20% increase in segment sales, price increases on certain cable products and the impact from the acquisitions of Precision Antennas and EMS Wireless. Satellite Communications operating loss was unchanged versus the prior year second quarter as higher gross margins were offset by modestly lower sales and higher research and development expenses. Base Station Subsystems experienced an operating loss compared with operating profit in the prior year second quarter due mainly to significant weakness in base station component sales to consolidating OEM customers in North America and EMEA and a decline in sales to certain North American operators, which were partially offset by sales growth in Asia Pacific and Latin America. In addition to the decline in sales, significantly lower overhead absorption and higher product rationalization costs also contributed to the operating loss. Network Solutions operating income decreased versus the prior year second quarter due mainly to a decline in geolocation equipment sales in North America, which was partially offset by a significant increase in international geolocation sales. Wireless Innovations operating income increased versus the prior year second quarter due mainly to a 24% increase in segment sales, improved gross margin and better product mix.

“We are pleased with the operational improvements in most of our major product groups, despite continuing low volume in base station components,” said Faison. “As volume recovers, we expect to obtain better overhead absorption in that business. At the same time, our ongoing cost reduction and product rationalization process remains a top priority to get this business back to acceptable levels of profitability. While the year-to-date losses in this business were driven by very unusual factors, we are in the process of reviewing all of our product lines in Base Station Subsystems for ongoing strategic importance and acceptable levels of financial performance. In addition, a significant portion of the company’s recorded goodwill is related to this business. We are analyzing all appropriate information to ascertain if there has been any material goodwill impairment and would promptly disclose any such material impairment.”

Balance Sheet and Cash Flow Highlights

Cash flow from operations was $21.8 million in the second quarter, compared to $13.4 million in the prior year second quarter. Accounts receivable were $512 million and days’ sales outstanding (DSOs) were 90 days at March 31, 2007, compared to $535 million and 89 days at December 31,

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2006. The increase in DSOs in the current quarter was primarily due to the geographic mix of sales. Inventories were $398 million and inventory turns were 4.0x at March 31, 2007, compared to $427 million and 3.8x at December 31, 2006. Inventories decreased and inventory turns improved compared to the prior quarter due partially to the planned inventory build in the prior quarter associated with the company’s Orland Park, Illinois facility relocation to Joliet, Illinois.

Capital expenditures decreased to $13.3 million in the second quarter compared to $20.8 million in the prior year second quarter primarily due to the fact that the company is nearing completion of two significant cable and antenna facility moves.

Cash and cash equivalents were $127 million at March 31, 2007, compared to $100 million at December 31, 2006. Cash and cash equivalents increased from the prior quarter due mainly to an increase in cash flow from operations.

Total debt outstanding and debt to capital were $366 million and 19.5% at March 31, 2007, compared to $386 million and 20.3% at December 31, 2006. During the quarter, the company amended the operating lease agreement for its new Joliet, Illinois facility, which served to reduce the amount of debt previously recorded on the balance sheet by approximately $30 million.

Fiscal 2007 Outlook

The company is providing the following update to its annual guidance for fiscal 2007.

Sales are anticipated to range from $2.20 billion to $2.30 billion, excluding any significant rationalization of product lines or significant acquisitions. The company’s guidance has not been adjusted for the possible sale of the Satellite Communications business due to the uncertainty related to the terms, timing or consummation of such a transaction. The company continues to expect gross margin expansion of at least 100 basis points for the full year versus the prior year on both a GAAP and non-GAAP basis, and anticipates another $0.05 per share in relocation and start-up costs to be incurred for the Joliet, Illinois facility in the third fiscal quarter.

At March 31, 2007, the company had fixed-price purchase commitments that covered approximately 20 million pounds of copper, or 62% of the company’s estimated remaining fiscal 2007 requirements.

The company currently anticipates the effective tax rate for the year will be in the range of 44% to 46%, based on the anticipated full year results. The reported tax rate for future quarters may be volatile due to the mix of earnings and losses by taxing jurisdiction. The company expects substantial improvement in the tax rate in the second half of fiscal 2007, based on historical trends and anticipated higher levels of earnings and/or reduced losses in the United States and Italy.

Based on this revised guidance, GAAP earnings per share are now anticipated to range from $0.32 to $0.38 for the full year, including estimated intangible amortization expense of approximately $0.11 per share, estimated restructuring charges of approximately $0.07 per share, litigation expenses of approximately $0.02 per share, provision for a quality matter of approximately $0.01 per share, Orland Park relocation and Joliet start-up costs of $0.10 per share and an anticipated gain of approximately $0.06 per share related to the sale of the second of two parcels of land that comprise the Orland Park, Illinois manufacturing facility. These items are calculated on a pre-tax basis, as no tax benefit or expense is expected to be recognized for these items for the year. Excluding these items, non-GAAP earnings per share are now anticipated to range from $0.57 to $0.63 for the full year.

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Attached to this news release is preliminary unaudited financial information for the second quarter fiscal 2007.

Conference Call Webcast

Andrew Corporation will host a conference call to discuss its second quarter fiscal 2007 financial results on Thursday, May 3, 2007, at 8:00 a.m. CDT. Investors can participate via a live webcast over the Internet at www.andrew.com. A replay of the audio webcast will be made available for 90 days following the event.

About Andrew

Andrew Corporation (NASDAQ:ANDW) designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, IL, is an S&P MidCap 400 company founded in 1937.

Forward-Looking Statements

Statements in this news release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as “may,” “will,” “should,” “would”, “expect,” “project,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “outlook” or “continue,” the negative of these terms or other similar expressions and include, among others, statements in the introduction and statements under the captions “Second Quarter Financial Summary”, “Company Announces Intent to Sell Satellite Communications Business”, “Balance Sheet and Cash Flow Highlights” and “Fiscal 2007 Outlook”. Forward-looking statements are based on currently available information and involve risks, uncertainties and assumptions, many of which are beyond the company’s control, which could cause actual results to differ materially from those expected. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the company’s ability to consummate the intended divestiture of its SatCom business, including the terms and timing of any such transaction, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency 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. Further information on these and other risks and uncertainties is provided under Item 1A “Risk Factors” in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which is incorporated herein by reference, and elsewhere in reports that the company files or furnishes with the SEC. The company cannot guarantee future results, levels of activity, performance or achievement. Recognize these forward-looking statements for what they are; do not rely on them as facts. This release speaks only as of its date, and the company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

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Non-GAAP Financial Measures

This news release contains certain non-GAAP financial measures, which are financial measures of Andrew’s performance that exclude or include amounts thereby differentiating these measures from the most directly comparable amounts presented in the financial statements that are calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP). Andrew believes that these non-GAAP measures provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency of supplemental information used by management in its financial and operational decision making. Below are reconciliations of the non-GAAP financial measures used in this news release to the most directly comparable GAAP measures.

	Fiscal Quarter Ended March 31,
	2007			2006
Reported GAAP Net (Loss) Income per Share	$	(0.01	)	$	0.02
Intangible Amortization		0.03			0.02
Restructuring Charges		0.01			0.01
Litigation Expenses		0.01			—
Orland Park Relocation & Joliet Start-Up Costs		0.05			—
Total Items		0.10			0.03
Adjusted (non-GAAP) Net Income per Share	$	0.09		$	0.05

The following table shows the Company’s reconciliation of GAAP to non-GAAP gross margin for the fiscal quarter ended March 31, 2007 and March 31, 2006.

	Fiscal Quarter Ended March 31,
($ in thousands)	2007			2006
GAAP Gross Profit	$	104,799		$	99,417
Gross Margin %		20.8	%		20.6	%
Adjustment:
Orland Park Relocation & Joliet Start-Up Costs		8,027			—
Gross Margin Impact-%		1.6	%		—
Adjusted (non-GAAP) Gross Margin		22.4	%		20.6	%

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The following table shows the Company’s reconciliation of GAAP to non-GAAP operating income for the fiscal quarter ended March 31, 2007 and March 31, 2006.

	Fiscal Quarter Ended March 31,
($ in thousands)	2007			2006
Reported GAAP Operating Income	$	8,884		$	8,588
% of Sales		1.8	%		1.8	%
Intangible Amortization		5,460			4,429
Restructuring Charges		1,372			1,362
Litigation Expenses		870			—
Gain on Sale of Assets		(331	)		(72	)
Orland Park Relocation & Joliet Start-Up Costs		8,027			—
Adjusted (non-GAAP) Operating Income	$	24,282		$	14,307
% of Sales		4.8	%		3.0	%

The following table shows the Company’s reconciliation of GAAP to non-GAAP estimated earnings per share for the fiscal year ending September 30, 2007.

	Forward-Looking Fiscal Year Ending September 30, 2007
Estimated GAAP Earnings Per Share	$0.32 to $0.38
Adjustments:
Estimated Intangible Amortization Expense	0.11
Estimated Restructuring Charges (1)	0.07
Litigation Expenses	0.02
First Quarter Provision for Quality Matter	0.01
Orland Park Relocation & Joliet Start-Up Costs	0.10
Anticipated Gain on Sale of Land (2)	(0.06)
Estimated Non-GAAP Earnings Per Share	$0.57 to $0.63

(1) Primarily related to the restructuring of the filter product supply chain.

(2) Related to the sale of the second of two parcels of land which comprise the Orland Park, Illinois manufacturing facility.

END

Investor Contact:	News Media Contact:
Lisa Fortuna, Andrew Corporation	Rick Aspan, Andrew Corporation
+1 (708) 236-6507 or lisa.fortuna@andrew.com	+1 (708) 236-6568 or publicrelations@andrew.com

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UNAUDITED - PRELIMINARY

ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Three Months Ended March 31,						Six Months Ended March 31,
	2007			2006			2007			2006
Sales	$	502,721		$	481,653		$	1,024,906		$	996,352
Cost of products sold		397,922			382,236			798,616			779,929
Gross Profit		104,799			99,417			226,290			216,423
Operating Expenses
Research and development		26,979			26,792			54,288			54,751
Sales and administrative		62,435			58,318			128,461			120,022
Intangible amortization		5,460			4,429			11,331			9,548
Restructuring		1,372			1,362			7,899			861
(Gain) loss on sale of assets		(331	)		(72	)		(516	)		1,389
		95,915			90,829			201,463			186,571
Operating Income		8,884			8,588			24,827			29,852
Other
Interest expense		4,383			4,139			8,506			7,908
Interest income		(1,330	)		(1,351	)		(2,595	)		(2,232	)
Other (income) expense, net		(452	)		687			447			533
		2,601			3,475			6,358			6,209
Income Before Income Taxes		6,283			5,113			18,469			23,643
Income taxes		8,241			1,544			22,974			5,231
Net Income (Loss)	$	(1,958	)	$	3,569		$	(4,505	)	$	18,412
Basic Net Income (Loss) per Share	$	(0.01	)	$	0.02		$	(0.03	)	$	0.12
Diluted Net Income (Loss) per Share	$	(0.01	)	$	0.02		$	(0.03	)	$	0.11
Average Shares Outstanding
Basic		156,293			159,530			156,686			159,873
Diluted		156,293			160,260			156,686			160,486
Orders Entered	$	502,614		$	548,852		$	993,216		$	1,030,197
Total Backlog	$	285,413		$	303,000		$	285,413		$	303,000

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PRELIMINARY

ANDREW CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	March 31, 2007			September 30, 2006
	(UNAUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	127,157		$	169,609
Accounts receivable, less allowances (March 2007 - $7,500; September 2006 - $7,112)		512,081			557,834
Inventory		397,968			388,296
Other current assets		56,272			37,282
Assets held for sale		17,582			—
Total Current Assets		1,111,060			1,153,021
Other Assets
Goodwill		913,436			882,666
Intangible assets, less amortization		49,349			47,205
Other assets		46,196			62,018
Property, Plant and Equipment
Land and land improvements		23,166			22,578
Buildings		143,033			160,244
Equipment		582,710			566,482
Allowance for depreciation		(513,574	)		(485,293	)
		235,335			264,011
TOTAL ASSETS	$	2,355,376		$	2,408,921
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	242,641		$	324,295
Accrued expenses and other liabilities		115,172			115,952
Compensation and related expenses		50,050			60,596
Restructuring		8,563			6,167
Income tax payable		7,041			5,433
Notes payable and current portion of long-term debt		115,803			55,443
Liabilities related to assets held for sale		4,263			—
Total Current Liabilities		543,533			567,886
Deferred Liabilities		48,719			43,382
Long-Term Debt, less current portion		250,251			290,378
SHAREHOLDERS’ EQUITY
Common stock (par value, $.01 a share: 400,000,000 shares authorized: 162,476,513 shares issued at March 31, 2007 and September 30, 2006, including treasury stock)		1,625			1,625
Additional paid-in capital		686,403			684,868
Accumulated other comprehensive income		62,579			37,743
Retained earnings		831,793			836,298
Treasury stock, at cost (6,811,695 shares at March 31, 2007 and 5,215,977 shares at September 30, 2006)		(69,527	)		(53,259	)
Total Shareholders’ Equity		1,512,873			1,507,275
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,355,376		$	2,408,921

12

UNAUDITED - PRELIMINARY

ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Three Months Ended March 31,						Six Months Ended March 31,
	2007			2006			2007			2006
Cash Flows from Operations
Net Income (Loss)	$	(1,958	)	$	3,569		$	(4,505	)	$	18,412
Adjustments to Net Income (Loss)
Depreciation		14,869			14,332			29,136			28,192
Amortization		5,460			4,429			11,331			9,548
Gain on sale of assets		(331	)		(72	)		(516	)		(100	)
Restructuring costs		(1,851	)		(770	)		1,874			(2,130	)
Stock based compensation		2,738			1,944			5,454			4,045
Change in Operating Assets and Liabilities
Accounts receivable		26,037			(6,123	)		65,214			(3,694	)
Inventory		40,090			1,117			21,669			(12,885	)
Other assets		(2,092	)		(2,362	)		(23,725	)		(6,118	)
Accounts payable and other liabilities		(61,140	)		(2,670	)		(110,624	)		(23,657	)
Net Cash From (Used for) Operations		21,822			13,394			(4,692	)		11,613
Investing Activities
Capital expenditures		(13,269	)		(20,835	)		(33,231	)		(33,181	)
Acquisition of businesses		956			(9,063	)		(48,670	)		(9,063	)
Investments		5,220			—			5,220			(1,722	)
Proceeds from sale of property, plant and equipment		10,190			539			10,580			1,777
Net Cash From (Used for) Investing Activities		3,097			(29,359	)		(66,101	)		(42,189	)
Financing Activities
Long-term debt payments, net		(569	)		(690	)		(26,305	)		(7,610	)
Notes payable borrowings, net		10,273			1,701			69,867			17,839
Payments to acquire common stock for treasury		(10,336	)		—			(20,425	)		(17,600	)
Stock purchase and option plans		167			3,016			167			3,019
Net Cash (Used for) From Financing Activities		(465	)		4,027			23,304			(4,352	)
Effect of exchange rate changes on cash		2,330			3,476			5,037			1,086
Increase (Decrease) for the Period		26,784			(8,462	)		(42,452	)		(33,842	)
Cash and Equivalents at Beginning of Period		100,373			163,400			169,609			188,780
Cash and Equivalents at End of Period	$	127,157		$	154,938		$	127,157		$	154,938

13

EX-99.2

Exhibit 99.2

FINAL TRANSCRIPT

Conference Call Transcript

ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Event Date/Time: May. 03. 2007 / 8:00AM CT

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

CORPORATE PARTICIPANTS

Lisa Fortuna

Andrew Corporation - IR

Ralph Faison

Andrew Corporation - President & CEO

Marty Kittrell

Andrew Corporation - CFO

Mark Olson

Andrew Corporation - CAO

Dan Hartnett

Andrew Corporation-VP Tax & Treasury

CONFERENCE CALL PARTICIPANTS

Mike Ounjian

Credit Suisse - Analyst

Avi Silver

Bear Stearns - Analyst

Tim Long

Banc of America - Analyst

Ken Muth

Robert W. Baird - Analyst

Rich Valera

Needham & Co. - Analyst

Kim Watkins

JPMorgan - Analyst

Mike Walkley

Piper Jaffray - Analyst

Eric Buck

Brean Murray - Analyst

Jeff Kvaal

Lehman Brothers - Analyst

Larry Harris

Oppenheimer - Analyst

Blaine Carroll

FTN Midwest Securities - Analyst

James Faucette

Pacific Crest Securities - Analyst

PRESENTATION

Operator

Good morning, ladies and gentlemen and welcome to the Andrew Corporation second-quarter 2007 earnings conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. Please note that this conference is being recorded. I will now turn the call over to Director of Investor Relations, Ms. Lisa Fortuna. Ms. Fortuna, you may begin.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Lisa Fortuna - Andrew Corporation - IR

Thank you, operator and good morning. Today, we will discuss Andrew Corporation’s second-quarter fiscal 2007 results, which were released earlier today. Joining me this morning are Ralph Faison, President and Chief Executive Officer; Marty Kittrell, Chief Financial Officer; Mark Olson, Chief Accounting Officer and Dan Hartnett, Vice President, Tax and Treasury.

Before we begin the call, I would like to remind everyone of our Safe Harbor statement regarding forward-looking comments. Forward-looking statements made during this call are based on currently available information and involve risks, uncertainties and assumptions, many of which are beyond the Company’s control that could cause actual results to differ materially from those expected.

Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the Company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the Company’s ability to consummate the intended divestiture of the SatCom business, including the terms and timing of any such transaction, the effects of competitive products on pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the Company’s ability to achieve the cost savings anticipated from the cost reduction program, fluctuations in foreign 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.

Further information on these and other risks and uncertainties is provided in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, which the Company files with the SEC.

Additionally, at certain times, the Company will use non-GAAP financial measures, which the Company believes better describes the ongoing financial results and trends of the business. The required reconciliation of these measures to GAAP measures and a more detailed discussion of the reasons for using these measures are included in the Company’s earnings release and may be accessed from the Company’s website at www.andrew.com.

We have included preliminary unaudited financial information for the second quarter of fiscal 2007 with our earnings release issued this morning and in the 8-K that will be subsequently filed with the SEC. If you have not yet received a copy of today’s press release, please contact the Investor Relations Department at 708-236-6511.

Also based on your feedback after the call last quarter, we have modified the format of today’s call in order to make the most efficient use of everyone’s time. As a result, management’s prepared comments will be a little shorter than in the past to allow more time for Q&A.

In addition, when we conduct the Q&A session, we ask that you limit yourself to one or two questions so that we can try to get to everyone this morning and we will conclude the call in one hour. With that aside, I will now turn the call over to Ralph.

Ralph Faison - Andrew Corporation - President & CEO

Thank you, Lisa and good morning everyone and welcome to our second-quarter call. As Lisa mentioned, we are going to shorten our opening comments and be fairly brief, so we are assuming that you have read the press release distributed earlier this morning. So instead of going over the numbers as we typically do and reiterate what is in the press release, I am just going to start with hitting a few key highlights and then we will move to Marty and then go to Q&A.

So starting with revenue, even though we had two significant customers whose volume is well below the levels of a year ago, we were successful in growing the top line in our seasonally slowest quarter. This is attributed to the fact that we have a tremendous product breadth, as well as a geographic diversity that enabled us to replace the reduction of more than $130 million — that is $130 million in sales during the first half from these two key customers compared to last year.

To kind of further illustrate our customer diversification, even with five of the largest global OEMs becoming two, that speaking to the consolidation that has taken place, our revenues from the top 25 customers are only up marginally at 70% compared to a year ago, 67%.

But more importantly than that, we saw improvement in our operational performance during the quarter and delivered non-GAAP gross margin that was 180 basis points higher than a year ago. This is in spite of a geographic mix that had a strong shift to the Asia-Pacific region. I think this demonstrates the growing resilience of our global footprint and our ability to profitably compete in emerging growth markets like India and China.

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

So listen to this. We had a 46% increase year over year in the Asia-Pacific region versus a 16% decrease in the Americas. I will tell you that a few years ago with the old Andrew supply chain and manufacturing footprint, this kind of geographic mix would have produced very unfavorable margins, so we are confident, more now than ever, that we are well-prepared to profitably address the coming global growth opportunities in these emerging areas.

Turning to another significant event that took place in the quarter, we began and are largely complete with our move of our new cable products manufacturing facility in Joliet, Illinois. This is our largest facility in the world and even though we are only moving about 15 miles, this is an extremely difficult and important transition for us as many of the cable lines in the Orland Park facility have been in place for over 40 years.

So at this point, we are in the final stages of relocation and essentially all the cable lines are up and running. We are ahead of the time schedule and we are on budget. And perhaps even more important, because of the state-of-the-art layout design, we believe we will start seeing benefit from the more efficient operations beginning in the second half of this year.

Now given that this is our largest facility move ever and has massive amounts of heavy equipment and, as I mentioned earlier, much of that heavy equipment has been bolted to a floor for more than 40 years, we had significant relocation and startup costs. Now we anticipated the overall budget and the startup costs and planned for that, but we incurred $0.05 per share of cost in this quarter associated with his relocation and startup. That is in the March quarter. We also estimate another $0.05 in the June quarter when we complete the final aspects of this move.

These costs are partially offset by a gain on the sale of the land in Orland Park, which we expect will come in the fiscal third quarter as a benefit. So with the Joliet move almost behind us and our newly opened facility in Goa, India, we have completed a major reconfiguration of our global manufacturing capabilities that have been underway for the past five years.

If we think about the kinds of moves we have done and the complexity of the moves, we have affected more than 21 global facilities over the last five years and effectively created a new Andrew global supply chain and now stand to benefit from those improved efficiencies as most of the heavy lifting associated with these moves are largely behind us.

One more comment on India. We continue to experience and appreciate unprecedented growth. The levels of business in India and Asia-Pacific should continue to reach record levels for the balance of the year. We are ramping up to full capacity and believe we have the factory and plan that can fulfill the expected demand for the next few years and continue to be in a unique position for this level of in-country capacity to address this growth.

Now let me turn to copper and say a few words. Reversing the downward trend we saw in our first fiscal quarter, spot price for copper has increased dramatically over the last few months and has continued to be extremely volatile. So what are we doing about this? Three things really. One, we have in place a much more flexible and aggressive pricing strategy for cable products and committed to using it to ensure that we keep appropriate margins within that business.

Two, as I mentioned earlier, we will gain efficiencies in our new cable manufacturing facilities that we have already touched on and finally, we have aluminum products as a lower-cost alternative should customers choose to opt for aluminum. We have trials underway around the world and have the ability to produce and distribute aluminum cable products on a global basis.

Turning to the remainder of the year, we continue to believe that we will experience a greater than normal seasonal uptick in the second half of the year. Now this is assuming that the two customers mentioned earlier will rebound from their consolidation-driven spending delays. We are confident Andrew has maintained its leadership position in RF products and services and has maintained marketshare. We remain focused on delivering continued improved operational and financial performance going forward.

Finally, my last comment before I turn it over to Marty, as you probably saw in the press release, we did announce today the Company’s intent to sell its satellite communications business. As you know, we have been taking actions to look at that business. We have been focusing on improving the financial profile of the business and are pleased with the progress we have made over the last six months. We did retain CIBC World Markets to help us explore strategic options for the business and now have concluded that the best course of action is to sell the business. We also have received several initial indications of interest.

So as I sum up on that, with over 90% of the Company’s sales in wireless infrastructure — within the wireless infrastructure market, selling SatCom enables the core of Andrew to dedicate our complete focus on our core competencies. And importantly, it allows the SatCom team to maintain a very keen focus on their core business and we will keep you apprised as we make progress.

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

I will caution or underscore at this time we won’t offer any other specifics on the timing or the potential buyers or the valuation. I will tell you that we do remain committed to our SatCom business and SatCom customers during this transition to ensure that the quality levels of service and support and continued support will be maintained until the new owner takes place.

So with that, I will turn it over to Marty for more comments on the highlights. He will talk about the tax rate, our cash flow performance and importantly, the outlook for the second half of fiscal 2007. Marty?

Marty Kittrell - Andrew Corporation - CFO

Thanks, Ralph. I will start with some comments on our tax rate and then we’ll talk a little about our cash flow performance and some updated guidance for fiscal 2007. I am going to go through this fairly quickly, but as always, and as all of you appreciate I think, we try to put all of this information, if not more, into our earnings release and we have put several tables in there. We encourage you to study that because I think it will answer a lot of your questions.

In terms of the tax rate, similar to our first quarter, we recorded a higher tax rate than we originally expected in the second quarter due to the ongoing magnitude of losses in the United States resulting from the reduced sales volume, specifically from the two customers that Ralph mentioned, and in Italy due to the impact of merger consolidation from a major European OEM merger, as well as some ongoing restructuring activities.

Because we were not able to record a current tax benefit for the losses in those two geographies, we had tax expense on our profitable countries and then you combine that with the relative low level of overall earnings and it caused our tax rate to be unusually high again in the second quarter.

Having said that, we continue to expect a significant recovery and a lower tax rate in the second half of the year that is contingent on turning to profitability in the US in our June and September quarters. We now expect the tax rate for the full year, which we have reprojected, to be between 44% and 46%, benefiting from higher levels of profitability in the second half of the year.

For those of you who are trying to model that, obviously that means that you are going to have a significantly lower tax rate in the third and fourth quarters on those higher levels of overall earnings and in particular with significantly reduced losses or profitability in the US and Italy in the third and/or fourth quarters.

In terms of cash flow highlights, cash flow from operations increased to $22 million this year from $13 million a year ago with modest improvements in most of our working capital categories. We expect cash flow generation to continue to improve over the balance of the year. Cash was higher at the end of the quarter. Receivables were down a little bit sequentially from last quarter. Inventories also decreased and turns improved. Not as much as we would like, but we continue to anticipate improved inventory performance over the balance of the year, particularly with Joliet going well and with the India ramp going well.

DSOs were about 90 days at the end of the quarter, and as you can probably guess from seeing our geographic mix for the quarter, with the high growth we are having in Asia-Pacific, that does tend to put a little upward pressure on our DSOs, but in general we are reasonably happy with our receivables performance.

CapEx was a significant reduction from what it has been trending and I think that reflects that we are in the final stages of both the Joliet and India startups and anticipate a more moderate level of CapEx over the balance of the year.

Let’s talk about our 2007 outlook. We now anticipate that our sales will range from $2.2 billion to $2.3 billion in 2007. That compares to $2.15 billion in 2006. As you can see, we have tightened up the range on the top end mainly due to the significant reduction in revenues from the two large customers that Ralph talked about in the first half of our fiscal year for which it will be difficult to make up in the next two quarters, particularly if those two customers don’t rebound to what we would view or characterize as normalized spending levels.

We continue to expect a majority of our growth from emerging markets with a continued very strong performance in Asia-Pacific. The revenue guidance excludes the possible sale of SatCom, as well as any further significant product rationalizations or acquisitions.

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

In terms of gross margins, we expect a 100 basis point or more improvement in gross margin for the full year compared to the prior year on either a GAAP or non-GAAP basis. So whichever way you want to model it or if you are modeling it both ways, we would expect more than 100 basis point improvement in terms of gross margins at this point in time. If you exclude the Joliet relocation and startup costs, we anticipate achieving even greater than the 100 basis point improvement in gross margin. We will come back and touch on that in just a minute.

Total operating expenses, we continue to anticipate that for the full year we will have a modest decrease as a percentage of total sales based on our higher sales volume in the second half and we think that our goal to get 25 to 50 basis points of improvement for the full year compared to 2006 is on track.

Once again, the tax rate we anticipate for the year will be in a range of 44% to 46%. But as we achieve improved profitability in the US and Italy, that tax rate will improve dramatically on a sequential basis as higher levels of earnings will have a significant positive impact on our tax rate. And that is partially because of the writing off of the deferred tax assets at the end of last year as all of you are aware.

In terms of overall EPS guidance, we are now anticipating GAAP earnings per share to range from $0.32 to $0.38 per share for fiscal 2007. That is a reduction of $0.02 to $0.04 from our previous guidance and that is predominantly for the higher tax rate that we anticipate over the balance of the full year.

Having said that, those GAAP earnings per share include six items that I want to recap for you and these are recapped in detail in the earnings release. We anticipate intangible amortization of $0.11 per share. We anticipate restructuring charges of $0.07 per share. We have $0.02 per share in the first half for litigation. We had a $0.01 matter back in Q1 for a quality issue. And we have $0.10 for the Orland Park relocation and Joliet startup costs. And as Ralph indicated, that was $0.05 in Q2 and another $0.05 in Q3.

Also in Q3, we anticipate a gain of about $0.06 per share related to the sale of the second parcel of the Orland Park location. All of those are calculated on a pretax basis as no tax benefit or expense is expected to be recognized on those. That list of items is about $0.25 if you add up the list. If you take that $0.25 and add it to the range of GAAP earnings that we are giving, you get a non-GAAP estimated range of $0.57 to $0.63 for the full year.

It is very important that you please note that our Joliet move costs were not originally included in our non-GAAP guidance. Now that we have included it, our revised non-GAAP guidance is higher than our previous guidance in order to give you a more accurate view of the Company’s operating performance. If you netted it out, the only real difference from Q1 is the difference in the tax rate. But we do think that adding Joliet back to get to a non-GAAP level does give a more accurate view of the Company’s operating performance.

As Ralph indicated, the magnitude of that relocation and startup is very significant. It is in a very compressed timeframe, basically overlapping only two quarters. Whereas a lot of our facility moves in the past have stretched out over 12 to 18 months. We wanted to do that so that we would be ready for our peak volumes in the June and September quarters.

With that, I will — Ralph and I are now prepared to take your questions. We’ll turn it back over to the operator to set that up.

QUESTION AND ANSWER

Operator

(OPERATOR INSTRUCTIONS). Mike Ounjian, Credit Suisse.

Mike Ounjian - Credit Suisse - Analyst

Great. Thanks for taking the question. On — yes, Ralph, obviously a lot of the uptick in the second half that is embedded in the guidance is driven by the two customers you mentioned. I guess could you talk, now that we are a month into the June quarter, in terms of what you are seeing in terms of visibility? Have you started to see a pickup in orders related to those two customers? Then separately, just related to — looked like Siemens continues to be a strong customer. Nokia also showed up as a 5% customer. I know that is one where you’ve had less of a presence in the past. Should we view that as Andrew gaining share collectively at Nokia, Siemens or just a general pickup in orders from that customer do you think or demand from that customer?

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

Yes, Mike, let’s start with the last part first. If you look at one of the consolidating OEMs that you mentioned — by the way, we are careful not to mention specific names as usual. Our customers don’t really appreciate us talking specifically about them. So let me see if I can give you some flavor there.

On those — one group of consolidating OEMs seems to have come out of the shoot a little faster than the other and so I would tell you it’s a combination of one, a return to spending patterns and two, we have been greatly focused on increasing share at the one OEM that traditionally, and I would say for four years or so, we had difficulty penetrating. We now, based on some consolidation amongst the competitive base, have a much better opportunity — have been seizing the opportunity to penetrate there.

In terms of our two large customers — as Marty mentioned, we expect to have a — well, as I mentioned — is we expect to have a greater than normal seasonal uptick assuming that they return to some level of normal spending in the second half. We did not see — and I was hopeful at the beginning of the Q2 that towards the end of Q2, we would see a return of spending from either or both of those two customers and we really didn’t see that within this quarter. So we will have to update you on Q3 as to when they do come back.

You have seen announcements from both of those key customers that talk about either, one, the fact that they are going to see a significant increase in activity in the second half or number two, in the case of one of the operators, talking about the fact that they had a remarkably low level of spending on wireless infrastructure that I don’t believe is a sustainable level. So in both cases, it clearly is a temporary phenomenon. I don’t expect that there is a long-term effect there. It is not a question of if they will return to some normative level, it is just when and we will keep you apprised of that.

Mike Ounjian - Credit Suisse - Analyst

Great. Thanks, Ralph.

Ralph Faison - Andrew Corporation - President & CEO

Sure thing, Mike.

Operator

Avi Silver, Bear Stearns.

Avi Silver - Bear Stearns - Analyst

Hi, guys.

Ralph Faison - Andrew Corporation - President & CEO

Hi, Avi.

Avi Silver - Bear Stearns - Analyst

Hi. Just a couple of questions. First, I just want to clarify. On the revised earnings guidance, your pro forma earnings that you reported the last two quarters was $0.17. I think $0.08 in Q1 and $0.09 in Q2 — fiscal Q2. So basically the guidance for the second-half earnings excluding items is a range of $0.40 to $0.46? Is that correct? I just want to clarify that.

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Marty Kittrell - Andrew Corporation - CFO

Yes, that is correct, Avi.

Avi Silver - Bear Stearns - Analyst

Okay, great. And just running through some of the numbers here, I guess the expected tax rate for the second half on average will range from a 25% to 30% range. Is that an accurate assumption?

Ralph Faison - Andrew Corporation - President & CEO

Yes, to get to that new range that we have quoted, that is about the correct math, directionally correct.

Avi Silver - Bear Stearns - Analyst

Okay. Great. And on Joliet and Orland Park, can you walk us through some of the — I think we are talking about $15 million over a couple of quarters.

Ralph Faison - Andrew Corporation - President & CEO

About $16 million.

Avi Silver - Bear Stearns - Analyst

$16 million, yes. What are the — what are the specific costs? Obviously there is labor and (multiple speakers) over the equipment and whatever else, but can you just break down for us what goes into that number?

Ralph Faison - Andrew Corporation - President & CEO

Avi, this is a unique move for us and we have been cautious. The reason we didn’t put this in the original guidance is we have been cautious on a couple of fronts. As you have seen over the last 4.5 years, one of the things that we may have missed on or definitely did miss on is the timing of moves from start to completion and the complexity of moves. So we have been pretty cautious until we were very confident on the move progress at Orland Park to Joliet because two things.

One, it’s our largest manufacturing facility, but more important than that, it is a huge capital-intensive facility. In other words, big machines, big machines that make cable, big machines that do CNC connector manufacturing. So it is massive machinery moving, many of which the machines have been in place, bolted to the ground for 40 years.

What we weren’t sure of is once you pick them up and move them, would they work the same on the other side to be quite frank with you, given they have been in place so long. And the actual process of moving those — I have been down several times watching this move. Special very large steel infrastructure, jigs I would call them, had to be designed in order to move much of this equipment, so it was a very expensive move process. We knew it would be much more expensive than any of our other factory moves, which, granted, some cable lines were moved, but just a few.

Many of our other factory moves are much more around moving benches and getting people in place. This is much more heavy capital machinery and we just wanted to be sure on this move before we gave any specific estimate, specific ideas that we were correct and we were executing against something that we had never done before appropriately.

I can tell you we are coming in — I am very thankful — coming in on the time a little ahead of time and coming in on budget. Gosh, almost dead on to where the guys originally estimated and I am pleased to see that. Then that is what gives us the confidence to say, okay, it is $0.05 this quarter and it is $0.05 next quarter and then we are absolutely done and that will not obviously be a recurring charge. Hopefully, we will be in that facility 50 years as well.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Avi Silver - Bear Stearns - Analyst

Okay. Okay, great. And can you just talk a little bit about BNSL. There has been a lot of noise around that? What is going on there? Just in general you talked about India, lots of activity, how that affects your working capital efforts going forward.

Ralph Faison - Andrew Corporation - President & CEO

So Avi, in trying to — boy, this is hard for me — in trying to honor the feedback you guys have given, I will give you this one more question and then we will move on. And then Avi, call us back and we’ll be happy to chat with you offline.

Avi Silver - Bear Stearns - Analyst

I appreciate that. Thank you.

Ralph Faison - Andrew Corporation - President & CEO

On India, as I mentioned before, we are seeing unprecedented growth there both in India and, I am thankful to say, China and the rest of Asia-Pacific is growing very nicely and we expect that growth to continue at record levels for the rest of the year. Our India growth is pretty much across the board. You have seen a number of OEMs announce, gosh, really large contracts. We will benefit well from those and across the board with operators, we will benefit. We are well-positioned there.

Today, we are still the only indigenous manufacturer of the types of things we do and others I am sure will come to India, but I doubt very seriously any will be able to match the capacity and capability that we have built over the last 10 years there. We are at capacity today as we ramp up. Now we will continue to ramp up and build greater capacity at the facility, but the demand is sticking directly with our capacity and we are in the perfect storm situation in India to where everything we can make we can sell and we continue to grow the capacity there, so I am quite pleased.

Avi Silver - Bear Stearns - - Analyst

Great. Thanks.

Ralph Faison - Andrew Corporation - President & CEO

Thank you, Avi.

Operator

Tim Long, Banc of America.

Tim Long - Banc of America - Analyst

Thank you. Just a question on the gross margin side. In the quarter, it was, I guess, the first downward tick sequentially that we have seen in a while. Obviously revenues did come down and it seemed like an unfavorable geographic mix. Can you just clarify if that was it in the quarter and anything else that impacted it? Then related to that, could you talk a little bit about the gross margin impact that you expect over the next few quarters, particularly from Joliet? Then is there anything on the calendar for next year that you think could be a meaningful mover to gross margin other than just volumes? Thank you.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

Yes, so thanks, Tim. Good observation. On a non-GAAP basis, you saw about a 90 basis point reduction sequentially, but then as I pointed out, 180 basis point improvement year over year on non-GAAP. The key factor is, what I pointed out in my comments, a 16% reduction in the Americas sales and a 46% increase in Asia-Pacific. So that mix, still while we have improved greatly our profitability profile in getting our manufacturing footprint to serve those growing markets, still we — on the margin, we would prefer North America to Asia-Pacific business.

But what I am really proud of the team and proud of the progress with all the four years of heavy lifting is if you would have had this kind of mix shift a couple years, three years ago, the delta or the sequential quarter-to-quarter margin, even with flat, even with flat not declining revenues, would have been substantial reduction. So I am actually quite pleased with the gross margin performance given that geographic mix and given a roughly $20 million quarter-to-quarter reduction of top line in our seasonally weakest quarter.

In terms of going forward, Marty has already given kind of the overall view, a minimum of 100 basis points GAAP or non-GAAP improvement for the year compared to last year. And the delta there — volume certainly helps. Also mix helps. If our two North American customers happen to come back very strong in a catch-up mode, we could see a little more optimism there. If they come back to a normative mode, we will like that as well.

In terms of going forward, you have got to look at the efficiency rate of improvement that we are gaining in these facilities. So while India is doing well, it still is a brand new factory, brand new labor force. We are bringing on new people every day in manually-intensive base station antenna type activities and microwave antenna type activities that are continually improving in margin profile. So we expect the margins to continually drive forward as operational efficiencies occur and volume helps as well.

Marty Kittrell - Andrew Corporation - CFO

Tim, specifically as it relates to Q3, we are giving guidance here of another $8 million or $0.05 for the Joliet startup in Q3. So in terms of the impact on gross margin for Q3, that would be right around 150 basis points, but then beyond that, we don’t really see anything affecting GAAP/non-GAAP gross margins going forward.

Tim Long - Banc of America - Analyst

Yes, the question was more related to the pro forma gross margin positive impact.

Marty Kittrell - Andrew Corporation - CFO

Right.

Tim Long - Banc of America - Analyst

Okay. Thank you.

Operator

Ken Muth, Robert Baird.

Ken Muth - Robert W. Baird - Analyst

Hi, just on the base station business again, the operating margins. Is this the same thing that Ralph was talking about, the mix or when do we see a little bit better operating margin improvement in those products?

Ralph Faison - Andrew Corporation - President & CEO

Yes, on the base station side, you saw some sequential improvement quarter to quarter, but still with that volume aspect, it just — we just are impaired there. We are going to need to see particularly one of the large OEM customers return to some level of volume, particularly on the

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

amplifier side. As we’ve said many times in the past, on the base station subsystem side, we are pleased with our above corporate average gross margin performance on the amplifier piece of that base station group. We are not pleased with the performance of our OEM filter business there and continually look at that and monitor that business to determine what improvement levels need to occur.

Marty Kittrell - Andrew Corporation - CFO

And Ken, as we discussed in our earnings release, we have got a number of cost reductions programs underway in that business, as well as some productline rationalizations underway. So I think Ralph would agree. We have taken some pretty aggressive actions here in the event that volumes don’t start coming back.

Ralph Faison - Andrew Corporation - President & CEO

Right.

Ken Muth - Robert W. Baird - Analyst

Okay. Thank you.

Operator

Rich Valera, Needham & Co.

Rich Valera - Needham & Co. - Analyst

Thank you. Just wanted to try to understand what underpins your confidence in the recovery from your two North American customers and how much is baked in there to what looks to be a pretty significant ramp needed even in the June quarter to hit the low end of your guidance. I would think at this point in the quarter, a month into the quarter, you should be seeing those orders coming and with a book to bill of only 1 to 1 at sort of a $500 million level, what gives you the confidence that could happen? It seems it could easily shift out a quarter, someone like the big North American operator in terms of their spending, when it would pick up. So just wanted to get a little more color on that. Thanks.

Ralph Faison - Andrew Corporation - President & CEO

So number one, book-to-bill, as you know in our business, Rich, the visibility has always been a challenge for us, primarily driven by the — because of the speed at which we fulfill orders. So what I can tell you without getting too much into the quarter that we are currently operating in is that the booking rate, the order rate has substantially improved. For April, the book to bill is nicely north of one.

In terms of the two specific customers, as you have seen, we have been able to — even if they don’t return, we are able to fill through other regions and other areas of growth what we are truly — the perfect storm scenario would be — north — these North America customers returning to a normative rate of growth plus the unprecedented growth of the Asia-Pacific that we are seeing. That combination would put us in a very confident mode.

Why do we believe they are coming back? Their own comments, our own relationships with them, some key indicators. We won’t go into too much detail, some key indicators from having meetings with them, as well as just the fact of the — as I mentioned earlier, the remarkably low spending particularly by a particular operator in the quarter unprecedented that we don’t think is sustainable for any long period of time.

Marty Kittrell - Andrew Corporation - CFO

And I would also add, as Ralph said, if you don’t get much of an uptick from those two, perhaps (inaudible) flips a quarter let’s say, that does nothing to impact the tremendous performance we are seeing from several of our other OEMs, in particular, the number one OEM. Frankly, we have got very strong operator performance from literally every other operator around the globe. So when two of your biggest customers sneeze,

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

you catch cold, yes. But we are doing a pretty good job of making up for it from other customers. I think that is the advantage and the strength of our global footprint, our productline diversification.

Rich Valera - Needham & Co. - Analyst

Okay. That’s helpful. Thank you.

Operator

Kim Watkins, JPMorgan.

Kim Watkins - JPMorgan - Analyst

Thank you. Last quarter, I recall that you talked about figuring in a $2.60 per pound copper price into your guidance. Now copper prices are about $1 higher give or take and you tightened the guidance range, but I haven’t seen guidance go up on the top line. Can you talk a little bit about — is there something else that’s a little bit weaker than you expected last quarter or exactly how should we be interpreting that? Thanks.

Ralph Faison - Andrew Corporation - President & CEO

Well Kim, on the copper side, we don’t specifically disclose what our cost position is within copper, but we do, at given points in time, take the opportunity to buy copper forward in short increments, at this point in time, that we can when copper hits a low level. So we look at our copper costs going out. We do look at spot. If spot were to maintain at the current levels for an extended period of time, we would truly have to take some significant price actions.

But I would point more towards the fourth quarter to have to take those significant price actions assuming that copper would not have some settling down factor in it. But we are prepared to do so and as I mentioned in addition to that, efficiency gains within factories to keep margin there, as well as we do have some assumptions for some aluminum starting to fall into the mix, aluminum cable, which of course would bring a lower price point as well.

Marty Kittrell - Andrew Corporation - CFO

We disclosed in the earnings release and we have got about 62% of the last half purchased forward. Needless to say, most of that was at prices reasonably well below current spot. So when you start then talking about 30% of our cable volume in the last half that we need to either make sure we can raise price on or substitute aluminum for, the impact at either the top line or at the margin line becomes a much smaller delta than if we were talking about the full year.

Kim Watkins - JPMorgan - Analyst

Okay. Okay. That makes a lot of sense. Thank you.

Operator

Mike Walkley, Piper Jaffray.

Mike Walkley - Piper Jaffray - Analyst

Great. Thank you. I just want to touch a little bit on your operating expenses. Seeing a nice leverage there in reduction the last couple quarters on the research and development line. Can you help us maybe, Marty, with some longer-term targets maybe as a percent of sales or absolute spending on R&D and also sales and marketing?

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Marty Kittrell - Andrew Corporation - CFO

Well I think we have demonstrated a pretty good ability to get R&D down close to the 5% level. Frankly, it wasn’t that long ago that Ralph probably would have said we would have a hard time justifying letting it get below low 6%. So I think in terms of R&D, we have done an outstanding job of getting higher improved leverage and I think you can see us get some incremental improvement at the R&D line. But I don’t really see it dropping below 5%. It could approach 5%, but I don’t really see it dropping too much below 5%.

In terms of SG&A though, I don’t think we have seen all the improvement we could ultimately get there. I think you’re seeing a little bit of a pause in the improvement this year. We’re only saying 25 to 50 basis points. Part of that is because with the business we are doing in the Mideast, we are using some sales agents. The commissions there are reasonably expensive. Roger Manka is building the systems engineering organization to help us sell direct to operator-type products and as we penetrate emerging markets, we have also made some conscious selling investments in emerging markets.

Having said that, for the full year, we still expect 25 to 50 basis points of improvement and I think another 25 to 50 basis points of improvement is something that we could target for 2008. So in general, I feel like we have got a little more room to improve at the SG&A line. The rate of improvement has probably slowed a little bit from what we were able to accomplish the last couple of years, but I do see another 50 to 75 to 100 basis points of total improvement between R&D and SG&A over the next 12 to 18 months.

Mike Walkley - Piper Jaffray - Analyst

Great. Thank you. And just a quick question TD-SCDMA in China, are you guys seeing any uplift from that or is it just overall 2G CapEx in China?

Ralph Faison - Andrew Corporation - President & CEO

At this point, there is a number of trials going on in TD and we are seeing some sales on TD of the early components, amplifiers, things like that to the key OEMs that we have relationships there with China. I didn’t point out in my comments, but we are now up to three Asia-Pacific global supplier of the year awards. So our strength of relationship in that region is ever increasing and we are well-positioned. I don’t expect TD though to become a major revenue factor until towards the end of this year still because the licenses aren’t formally issued, but there are a number of trials being put up.

Mike Walkley - Piper Jaffray - Analyst

Okay. Thank you very much.

Operator

Eric Buck, Brean Murray.

Eric Buck - Brean Murray - Analyst

Thank you. Two things. First, Marty, on the tax rate, just some clarification. The percentages you are giving, is that — that is on a pro forma basis tax rate?

Marty Kittrell - Andrew Corporation - CFO

No, that is a GAAP tax rate, so we were 121% in Q1. We were 131% in Q2. For the most part to get to a 44% to 46% rate for the full year, you need to be in the high 20s, low 30s in Q3 and Q4 and that is what we think the GAAP tax rate for the year will be.

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May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Eric Buck - Brean Murray - Analyst

Okay. That is — okay — because it looks like if you did a non-GAAP — you indicated that the unusual items really had no tax impact, so on a pro forma basis, the tax rate really is only around 34% or so. Was that —?

Marty Kittrell - Andrew Corporation - CFO

We haven’t tried to calculate a non-GAAP tax rate because that is a little — a little illogical to try to come up with that. You have to jury rig it too much. Needless to say, the best way to look at it is the GAAP tax rate is what it is, but then when you get a non-GAAP EPS, you just add the items back on a pretax basis.

Eric Buck - Brean Murray - Analyst

Okay. Fine. And then Ralph, could you talk a little bit about the relative performance of the base station subsystems versus antenna and cable. Looks like antenna and cable actually held up a little better. Is that respective to the kind of products you are selling into the customers that were stronger or not stronger or is there some issues from a share standpoint? I know there has been some talk about Powerwave picking up some business in the base station area.

Ralph Faison - Andrew Corporation - President & CEO

I am going to start first — no issues on share of the in-cabinet OEM products that we sell across the board. As we pointed out in an earlier question, if anything, we have increased global share for in-cabinet, custom design products going to OEMs. On the amplifier side, increasing our presence in terms of direct operator on MCPA.

In some areas, you are seeing some of our competitors talk about new business won. Those are cases where some of our OEM customers are now entering into the direct to operator sale of MCPA-type products that they source. We look at the margin profile, we look at our channels, our ability to sell direct and a traditionally direct sale from players like us to operators and have opted to go down that direct sale path on MCPAs and we have seen nice traction in the March quarter on amplifiers, direct to operators and expect to see increasing levels of performance in the next few quarters and years on that MCPA profile.

So again, the biggest single factor for BSSG overall is volume from two large North American customers, one operator and one large consolidated OEM and in that large consolidated OEM, our percentage share is still the majority, has had no change from that in-cabinet-type business.

The flipside of that — so the amplifier business, we like the margin profile. All we need there is volume. The filter side, as we mentioned earlier, we’ve still got work to do on the filter business, direct to OEM. On the pricing side, we believe we have got the cost profile at or better than world-class cost delivery capability and we still aren’t satisfied with the financial performance, so that either has to be a pricing exercise or a strategic alternative to that business and I think we have proven that we will take action on those types of businesses.

Eric Buck - Brean Murray - Analyst

And what was the percentage of revenues that were direct to carrier?

Ralph Faison - Andrew Corporation - President & CEO

I don’t know if I have that off the top of my head. Do we? How about we get back to you on that, Eric? As a percentage of sales direct to carrier, I just don’t have the number in front of me. I’m sorry.

Marty Kittrell - Andrew Corporation - CFO

(multiple speakers) 60%.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

40% — I just didn’t look this time, Eric. I’m sorry.

Eric Buck - Brean Murray - Analyst

That’s all right.

Ralph Faison - Andrew Corporation - President & CEO

It’s going to be around 40%/60%. 60% to operators.

Marty Kittrell - Andrew Corporation - CFO

OEMs were 41%.

Ralph Faison - Andrew Corporation - President & CEO

41% OEMs. Sorry.

Marty Kittrell - Andrew Corporation - CFO

41% OEMs and 59% operators.

Ralph Faison - Andrew Corporation - President & CEO

Yes, it wasn’t on the top of my head this time. Hadn’t thought about it.

Eric Buck - Brean Murray - Analyst

Okay. Great. Thanks.

Operator

Jeff Kvaal, Lehman Brothers.

Jeff Kvaal - Lehman Brothers - Analyst

Good morning. Thanks very much.

Ralph Faison - Andrew Corporation - President & CEO

Hi, Jeff.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Jeff Kvaal - Lehman Brothers - Analyst

I am wondering if you could give us a little bit more detail about how your pricing schemes are set in the cabling business at the moment. Obviously you had been going to a surcharge and seemed to have sort of deemphasized that a little bit. So if you could give us some confidence in how you feel about being able to raise prices, that would be helpful.

Ralph Faison - Andrew Corporation - President & CEO

Sure. So we moved away from surcharge just because — I will just tell you, mechanically it was difficult for our customers to track.

Marty Kittrell - Andrew Corporation - CFO

Yes, they didn’t like it administratively.

Ralph Faison - Andrew Corporation - President & CEO

It was just hard to do. Now — and there are a variety of different pricing models we have with different customers based on their needs. Some are based on a lookback of copper on the previous average cost of the previous quarter and a price escalator. Others are based on short segment lock-in of pricing and then an ability to raise price at other times and others are just based on place an order and we will give you a price. So there is a variety of different metrics.

I think the biggest change from our perspective is that we have a resolve around making sure that we maintain a margin profile that is acceptable and a confidence that we are able to do that without a major effect to marketshare, particularly in areas where we have a unique ability for fast delivery in emerging market growth areas. So that would be the best. There is no real magic there, Jeff; it is just more disciplined.

Jeff Kvaal - Lehman Brothers - Analyst

No, no. It makes sense. And secondly, you folks have — you have engaged a banker on the SatCom sale. I am wondering — sounded as though you were making some suggestions that something similar might be in the works in the base station side and, of course, in that same realm of thinking, do you believe the strategic rationale for the mergers that you were talking about last year remain in place? Thanks.

Ralph Faison - Andrew Corporation - President & CEO

Okay. So that is a — you snuck a few questions in there. Let me see if I can quickly capture them without taking too much time. One, on the filter side, we certainly are nowhere near the process set from SatCom. My only comments are is we have a business there that we have a close watchful eye on. We have, for the most part, completed all our supply chain moves and we believe that our cost profile is at or above a world-class ability to deliver low-cost filters.

Even with that, we are not satisfied with the margin profile that we see. Therefore, there is only two levers left; pricing and if that is not suitable, doing something else. The doing something else is something that we will continue to look at. We certainly aren’t far down the path, but I did want to draw out the similarities. In a year or so, if we are not seeing the improvement we need, we will be looking at the same type process perhaps with businesses that do not perform to the standard that we set. And then you asked one other one.

Jeff Kvaal - Lehman Brothers - Analyst

Just on the strategic rationale for last year’s merger discussion.

Ralph Faison - Andrew Corporation - President & CEO

Yes, consolidation is all around us. You see it amongst our customers. You see it in our channel. The scale and cost synergies that can be driven from consolidation are compelling. So I would say that we are still in a mode of scale is important. Value chain balance is important, cost synergies are important.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Jeff Kvaal - Lehman Brothers - Analyst

Okay. Thanks, Ralph, Marty very much.

Ralph Faison - Andrew Corporation - President & CEO

Thanks, Jeff.

Operator

Larry Harris, Oppenheimer.

Larry Harris - Oppenheimer - Analyst

Yes, thank you. I noticed that Sprint Nextel showed up as a 5% customer this quarter and I am assuming that a lot of that is still CDMA-related. What types of products do you have that are (technical difficulty) and when can we see significant revenues related to WiMAX?

Ralph Faison - Andrew Corporation - President & CEO

Okay, so let me start with — in general, we talk about a North American operator that hasn’t awakened. We are seeing other North American operators that are awakening. You are correct, Larry. We like it when a CDMA operator cranks up both on the active and passive side. We are well-positioned. But what I would say on the WiMAX side, I can’t see any place where we could be better positioned at this point in time. We are well engaged with traditional and nontraditional OEM-type suppliers for WiMAX and we are well-entrenched for the traditional direct to operator deployments for WiMAX-type of deployment. So if and when those start occurring on a mass basis, I think we are designed in, qualified in and positioned well in the channels to take advantage of those.

Larry Harris - Oppenheimer - Analyst

And the types of products would be the full range of products or would it be more base station antennas and coaxial cables?

Ralph Faison - Andrew Corporation - President & CEO

Yes, on the WiMAX side, what we see today is more on the side of the base station antenna. If you think about the unique complexities WiMAX would bring, whether they do multimodes or whether they have to have more unique pattern capability, that is where we specialize and we are in very good shape there. We don’t yet see a lot of active components because WiMAX to date doesn’t look like a high-powered deployment. So we don’t see a lot of active componentry yet with WiMAX. I think it is still too early.

Marty Kittrell - Andrew Corporation - CFO

And don’t forget, Larry, that Sprint Nextel also continues to buy iDEN equipment as well. I mean they still have a pretty robust iDEN network and because of the unique challenges of Sprint Nextel where they have got multiple technologies, multiple bands, it gives us a chance to introduce products to an operator like that to help deal with their multiband cross-banding-type solutions. That customer is a very good reference account for us because they have so many different technologies and we have a wide range of products that help them manage those multiple technologies.

Larry Harris - Oppenheimer - Analyst

Understood. Thank you very much.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

So operator, if we are going to stick with our hour commitment, we probably have time for about two more questioners.

Operator

Blaine Carroll, FTN Midwest Securities.

Blaine Carroll - FTN Midwest Securities - Analyst

Yes, thank you. Hello, everybody.

Ralph Faison - Andrew Corporation - President & CEO

Hi, Blaine.

Blaine Carroll - FTN Midwest Securities - Analyst

Ralph, if we look at the antenna and cable business, the one area of strength that you were talking about was the Europe, Middle East and Africa. And I was wondering if you could peel back the onion on those geographies a little bit more and talk specifically on what you are seeing within those different markets and then I have a follow-on for Marty.

Ralph Faison - Andrew Corporation - President & CEO

Yes, we did see — Blaine, we did see some year-over-year strength in the Europe, Middle East and Africa. So we continue to see, you know,- for Western Europe, that is just a continued build of 3G and expansion for application. Eastern Europe where we have been working hard on deeper and deeper penetration, Middle East — same way — both from our geolocation type sales, as well as looking at a lot of unique ways of coverage through our wireless innovations group.

So we are hopeful about the Middle East and we are starting to see — I would characterize Africa as the next — and don’t hold me to a timeline when it is — but as the next frontier like China was 10 years ago, like India is today, maybe five years from now, Africa will be a new area. So we are starting to invest early in Africa with — we have always had locations there, but with more and more business development sales and penetration efforts in Africa. So in all those areas, we see them as growth areas, certainly not like Asia-Pacific was this quarter.

Blaine Carroll - FTN Midwest Securities - Analyst

Okay. And then Marty, if we take out the $8 million in costs associated with the Joliet facility move, could gross — do we take that out of the gross margin line, first of all and then secondly, would that boost gross margins to north of 35% during the fiscal third quarter?

Marty Kittrell - Andrew Corporation - CFO

Yes, it comes out at the gross margin line. I am not sure where you are getting your 35%. We are more of a mid-20s gross margin. I’m not exactly sure how you are getting the 30s.

Blaine Carroll - FTN Midwest Securities - Analyst

Yes, sorry. I meant to say 25%.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Marty Kittrell - Andrew Corporation - CFO

Yes, I mean, directionally, that would absolutely be in the right direction.

Blaine Carroll - FTN Midwest Securities - Analyst

Okay. And then just one last one. Ralph, what is the profitability like in India?

Ralph Faison - Andrew Corporation - President & CEO

As I mentioned from the — that is one of the things I guess if I were to ask you to take away one thing from this entire call — two or three years ago with the volume of business — I will expand it from India to all of Asia-Pacific — with the volume of business increase and the decrease in North America — two or three years ago, if we had had that kind of mix, we would be showing significantly lower margin performance.

The fact that we are now — our supply chain revamped over the last 4.5 years and we are in-country with supply chains and manufacturing footprint uniquely so, I am confident that our growth in those emerging areas will be profitable growth. So we’re much more confident than we were two or three years ago when we were looking at how would we do that. I think we have broken the code on how we do that by doing that all in-country.

Blaine Carroll - FTN Midwest Securities - Analyst

Okay. Thank you.

Ralph Faison - Andrew Corporation - President & CEO

We probably have time for one last customer and I am sorry. For those that we will not get to, Lisa, Marty and myself are available to do one-on-ones with you throughout today and tomorrow.

Operator

James Faucette, Pacific Crest Securities.

James Faucette - Pacific Crest Securities - Analyst

Thank you. Most of my questions have been addressed, but I do want to follow up on a couple of things. Firstly, you talked about some strength in Western Europe where buildout continues there. Can you characterize if you are seeing more activity this year versus last year, specifically in Western Europe or less or is it about the same do you feel like?

Ralph Faison - Andrew Corporation - President & CEO

Roughly the same. You see quarter over — I mean quarter over quarter, year over year, we are up, but I would have to really go back and look at that. We did have the acquisition of Precision. Some portion of that will explain some of that up. So in general, my feel is, without getting too quantitative here, my feel is that Western Europe is stable year over year.

James Faucette - Pacific Crest Securities - Analyst

Great. And then obviously you’ve — obviously a lot of the strength and growth is coming out of Asia and I know in the past, you have talked about how, particularly in China and maybe to a lesser degree in India, you have seen competition on the antenna and cable side from domestic Chinese players. Can you talk about if you are continuing to see them, are they increasing in their strength or are they less of an issue today maybe than they have been?

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

Well we certainly see them and we have never, we would never call no one an issue, but I think given, again, back to our manufacturing improvements, getting facilities up and running and new facilities up and running in those major regions in those key countries, I think we are very competitive to local competitors there. Add that to our brand name, we are quite pleased with both our current performance in terms of share and the financial performance that results from that, as well as what we would expect for the future.

James Faucette - Pacific Crest Securities - Analyst

I guess maybe another way to ask it more directly is do you feel like that you are being able to take some share from those guys now that you have on-the-ground operations there?

Ralph Faison - Andrew Corporation - President & CEO

We have always had on-the-ground operations. As our operations improve, the financial performance of those operations as we are improving them is improving. In terms of share, in most cases, we have been the majority shareholder already. So taking much more share, what I would be very happy with is maintaining share and riding the growth rate.

James Faucette - Pacific Crest Securities - Analyst

Great. And then finally just a housekeeping question related to — Marty, what was the stock option expense roughly in the quarter? I have been trying to find it, but I can’t seem to.

Marty Kittrell - Andrew Corporation - CFO

Yes, we didn’t put it in there, James, but Mark, it runs about —.

Mark Olson - Andrew Corporation - CAO

$800,000.

Marty Kittrell - Andrew Corporation - CFO

A little bit less than $1 million and that is a pretax number, Mark?

Mark Olson - Andrew Corporation - CAO

Yes.

Marty Kittrell - Andrew Corporation - CFO

A little less than $1 million in the quarter.

James Faucette - Pacific Crest Securities - Analyst

Okay, great. Thank you very much.

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FINAL TRANSCRIPT

May. 03. 2007 / 8:00AM CT, ANDW - Q2 2007 ANDREW CORP Earnings Conference Call

Ralph Faison - Andrew Corporation - President & CEO

Okay, thank you. Operator?

Operator

Thank you. Ladies and gentlemen, this concludes today’s conference. Thank you for participating. You may all disconnect at this time.

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