Commission file number 001-14617

ANDREW CORPORATION

10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices and zip code)

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

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

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

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. (   )

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

The aggregate market value of common stock held by non-affiliates of the Registrant as of March 31, 2004 was $2.8 billion. The number of outstanding shares of the Registrant’s common stock as of December 7, 2004 was 160,972,502.

Documents incorporated by Reference:

Portions of the Proxy Statement for the annual shareholders’ meeting to be held February 8, 2005 are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I

Item 1. Business

General Business

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

Andrew’s products are primarily based on the company’s core competency, the radio frequency (RF) path. Andrew has unique technical skills and marketing strengths in developing products for RF systems. Andrew has historically managed its business as one reportable business segment built around this core competency. The company’s products are used in the infrastructure for traditional wireless networks, third generation (3G) technologies, voice, data, video and Internet services, as well as applications for microwave and satellite communications, and other specialized applications.

In 2004, the company classified its sales into five product groups: Antennas, Base Station Subsystems, Cable Products, Network Solutions and Wireless Innovations. The Antenna group products include base station antennas, earth station antennas, multi-band antennas and point-to-point antennas. Base Station Subsystems products are integral components of wireless base stations and include products such as power amplifiers, filters, duplexers and combiners that are sold individually or as parts of integrated subsystems. Cable Products include coaxial cables, connectors, cable assemblies and accessories. Network Solutions includes software and equipment to locate wireless E-911 callers, as well as equipment and services for testing and optimizing wireless networks. Wireless Innovations products are used to extend and enhance the coverage of wireless networks in areas where signals are difficult to send or receive and include both complete systems and individual components.

Beginning in fiscal 2005, the company reorganized its Antenna and Cable Products groups and formed two new product groups, Satellite Communications and Antenna and Cable Products. The company believes this reorganized product group structure will strengthen its commitment to the specific needs of customers around the world, while providing increased focus on a rapidly growing market for satellite communications infrastructure. The Antenna and Cable Products group will include wireless infrastructure and terrestrial microwave product offerings of the former Antenna product group.

Over the past several years, the company has completed two major acquisitions that have substantially broadened its product offering and established the company as the leading global supplier of communications products and systems to the wireless subsystem infrastructure market. These acquisitions allow the company to provide global wireless service providers and OEMs (Original Equipment Manufacturers) with the ability to provide total customer solutions, including virtually all outsourced components of a wireless base station, to better meet the evolving performance and cost efficiency requirements of their customers who benefit from the availability of one-stop shopping for all of their wireless infrastructure needs. In July 2003, the company purchased Allen Telecom, a global provider of wireless infrastructure equipment and services. Allen’s product offering was complementary to the company’s product offering and had minimal product overlap. This acquisition has allowed Andrew to offer a more complete RF footprint product offering with more value-added and integrated products. In June 2002, the company completed the acquisition of Celiant Corporation, a power amplifier manufacturer. Celiant’s engineering and technical capabilities and intellectual property have made the company a leading supplier of base station subsystems products.

During fiscal year 2004, Andrew completed several smaller acquisitions intended to extend its core competency in the RF path into emerging growth areas such as broadband cable and antennas for satellite-based communications systems. In October 2004, the company signed a definitive agreement to acquire selected assets of ATC Tower Services. This transaction will create an immediate national construction services presence and additional distribution channel for wireless infrastructure products.

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The company made substantial progress in 2004 on its previously announced restructuring and integration activities. The restructuring program initiated in September 2002, in response to weak global spending on wireless infrastructure, was substantially completed in 2004, as production ramped up at the new facilities in the Czech Republic and Mexico. Following the Allen Telecom acquisition, the company initiated a merger integration program that significantly reduced annual operating costs of the combined company. These savings have been achieved through a global shared services implementation, combined sourcing of components and consolidation of manufacturing locations.

The wireless infrastructure market saw a return of growth in 2004 after several weak years of global spending, as the global economy improved and wireless operators expanded and upgraded their networks. Andrew’s sales increased 81% year-over-year, due mainly to the inclusion of sales since the Allen Telecom acquisition in July 2003. In addition, the company’s organic growth of approximately 30% was greater than the growth rate of the overall wireless infrastructure market.

The company believes that developing markets such as China and India have significant long-term growth potential for the company. Developing countries represent some of the greatest growth opportunities for wireless communication, as wireless is the most cost efficient way to provide communications infrastructure to these regions. The company has a significant international manufacturing and distribution presence. Sales by non-U.S. operations and export sales from U.S. facilities accounted for approximately 53% of Andrews’s sales in fiscal 2004, 60% in fiscal 2003 and 53% in fiscal 2002. Over the last decade, Andrew has significantly increased its international manufacturing and distribution capabilities in some of the fastest developing wireless infrastructure markets. The company built new manufacturing facilities in China and India in 1998 and has continued to expand operations in the region. These facilities have allowed the company to more effectively reach these growing markets and have helped to increase sales in the Asian market. Andrew has increased its presence in Eastern Europe with a new manufacturing site in the Czech Republic. The company increased its manufacturing and distribution presence in the Latin American region through the expansion of manufacturing operations in Mexico. The company also maintains a cable and antenna manufacturing facility in Brazil.

Principal Product Groups

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

Antennas

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

Andrew is a market leader for commercial base station antennas serving global market needs for all wireless protocols. Base station antennas are the last, critical piece of wireless infrastructure that captures the wireless signal from the user handset and sends it to operators’ base stations. The company offers a diverse product line of base station antennas ranging in size from approximately two feet in length to large, tower-mounted antennas in excess of twenty feet in length. Base station antennas are marketed under the trade name DECIBEL®. The DECIBEL® product line contains a variety of innovative products including technology to optimize the performance in CDMA and W-CDMA markets. The company holds significant intellectual property that is used to create innovative products, such as the Andrew Teletilt™ system, which is a remotely-controlled

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variable electrical downtilt base station antenna system that can be adjusted in minutes, without costly site downtime. This allows customers to enhance their network performance while reducing operating expenses.

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

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

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

During fiscal year 2004, the company initiated execution of a plan to expand its presence in the satellite communications market, including the acquisition in November 2003 of selected assets of Channel Master LLC, a designer and manufacturer of DBS (Direct Broadcast Satellite), VSAT (Very Small Aperture Terminal) antennas and products, and terrestrial broadcast reception products. DBS antennas support satellite television broadcast systems and VSAT antennas support broadband satellite communications for consumer and enterprise customers. The company’s portfolio of satellite communications products also includes ESA systems that are used at earth terminals to receive and transmit signals to and from communication satellites. These products are used for the long distance transmission of conventional telecommunications traffic, to support broadband data infrastructure and for satellite delivered television broadcasting. System elements include an antenna, from one foot to thirty-two feet in diameter, electronic controllers, waveguides, polarizers, combiners, special mounting features, motor drives, position indicators, transmitters and receivers. The company’s ESA products are marketed under the trademarks Newsflash™, VALULink®, and ValuStar™. In 2004, the company delivered and installed systems at selected sites for WildBlue’s broadband satellite network and Shin Satellite’s iPStar broadband satellite network. Andrew also offers a wide range of antennas and antenna/pedestal systems for applications such as air traffic control radar antenna systems, weather radar systems, low and medium earth orbit satellite ground tracking systems, and high frequency (HF) communication systems that include Andrew’s line of GRANGER® HF antennas. In the first quarter of fiscal year 2005, the company announced an internal reorganization to focus on the rapidly growing satellite communications market.

In November 2003, the company sold the assets of its broadcast antenna product line to Electronic Research Inc. (ERI). The company’s broadcast products were designed and manufactured primarily for television broadcast applications. This sale included selected assets from the company’s Orland Park, Illinois facility and all of the assets of its Gray, Maine facility. The company’s broadcast products sales were approximately $20.1 million in fiscal 2003 and were included in the Antenna Group sales.

In October 2004, the company announced the discontinuation of the service and manufacture of its automotive multi-band product lines and sold the remaining assets of the multi-band product lines to PCTel Inc. These product lines included products used in vehicular communication and navigation systems, such as GM’s OnStar® and Ford’s vehicle communication system (VCS). The products sold to PCTel included antennas for wireless communications, satellite mobile communications, and global positioning systems (GPS) applications, as well as specialized antennas and repeater kits for satellite radio reception. The sale included selected assets from the company’s Reynosa, Mexico, Nogales, Mexico, and Orland Park, Illinois facilities. The company’s multi-band products sales were approximately $29.0 million in fiscal 2004 and were included in the Antenna Group sales.

Base Station Subsystems

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

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Andrew designs and manufactures high power single and multi-carrier RF power amplifiers. RF power amplifiers are required by wireless communication systems to boost the radio signal power for transmission across long distances and are usually located within base stations. Andrew’s RF power amplifier products range in power from 10 to 4100 watts of output power and in frequency ranges from 450 MHz to 2500 MHz. The company’s power amplifiers are custom designed for each OEM and are available for most wireless standards, including 2G, 2.5G, 3G and 4G technologies. The company recently introduced its next generation single and multi-carrier, highly linear power amplifiers with digital pre-distortion technology and is currently working with major OEMs to design their next generation power amplifier products.

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

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

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

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

Cable Products

Cable Products include coaxial cables, connectors, cable assemblies and accessories. Coaxial cable is a two-conductor, radio frequency transmission line with the smaller of the two conductors centrally located inside the larger, tubular conductor. It is principally used to carry radio frequency signals. Andrew sells its semi-flexible and elliptical waveguide cable products under the trademark HELIAX®.

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

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

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

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

In addition to the products described above, the company has maintained a small group of field construction employees that perform installation services and warranty-related services on cellular telecommunication towers. This group was maintained primarily as a value-added service to our customers. In April 2004, the company added to its services capability through the acquisition of MTS Wireless Components LLC. Through this acquisition the company has realized the value in the marketplace of providing the combination of quality products and construction services. In November 2004, the company completed the acquisition of selected assets of ATC Tower Services, Inc., a division of American Tower Corporation, for approximately $10 million of consideration. The combination of the company’s existing services capability with these acquisitions enhances its ability to effectively meet the needs of its OEM and wireless operator customers.

Network Solutions

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

Included as part of Network Solutions are engineering and consulting services offered under the Comsearch name brand. Comsearch is a leading provider of frequency planning and coordination services as well as spectrum management consulting and field engineering services. Andrew engineering expertise in spectrum sharing, microwave and satellite interconnectivity and regulatory license administration has enabled the company to develop a broad client base of operators, OEMs, broadcast, cable and private industry telecommunications users. The company’s spectrum sharing software is currently licensed and utilized by major operators and consultants to perform analysis in most domestic markets, and its software for microwave system design and administration is operational in Asia, Europe, North America and South America.

Andrew also provides INVEX3G^TM test equipment as well as analysis software that measures and analyzes radio transmission characteristics for optimization of wireless communications networks.

Wireless Innovations

Wireless Innovations products are used to extend and enhance the coverage of wireless networks in areas where signals are difficult to send or receive and include both complete systems and individual components. These products support coverage and capacity enhancement for both operators and OEMs. Andrew provides turnkey systems and customized product applications for major projects throughout the world such as highway tunnels, subway and railway systems tracks and tunnels, shopping centers, airports and convention centers. This group of products addresses three main applications: coverage extension; coverage enhancement; and capacity relief for 1G systems, 2G networks (road tunnels/railways/stadium/buildings), 3G network elements (Pico Node-B), 2G-2.5G-3G shared networks with neutral hosts, public safety wireless networks (Tetra-European standard public safety network), and distributed antenna systems to OEMs.

Andrew provides a full line of RF repeaters and optical distribution systems for use in wireless communications systems, where physical structures or geographic constraints cause low RF signal strength. They can also be used as an efficient and

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low-cost alternative to base stations in areas where coverage is more critical than additional capacity. These products can be used for both single and multi-operator applications. The company’s systems are available in a wide frequency range from 450 MHz to 2500 MHz and support all wireless technologies. Andrew’s systems have features and functions that allow operators to remotely monitor and adjust these systems.

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

International Activities

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

During fiscal 2004, sales of products exported from the United States or manufactured abroad were $983 million or 53% of total sales compared with $611 million or 60% of total sales in fiscal 2003 and $456 million or 53% of total sales in fiscal 2002. Exports from the United States amounted to $80 million in fiscal 2004, $73 million in fiscal 2003, and $38 million in fiscal 2002. Fiscal 2003 export sales increased due mainly to the impact of the Celiant acquisition in 2002. Fiscal year 2003 included a full year of Celiant’s power amplifier sales, which included significant amounts of exports from the United States.

Sales and income on a country-by-country basis can vary considerably year to year. Further information on Andrew’s international operations is contained in the “Segment and Geographic Information” Note 13 to the Consolidated Financial Statements.

Andrew’s international operations are subject to a number of risks including currency fluctuations, changes in foreign governments and their policies, and expropriation or requirements of local or shared ownership. Andrew believes that the geographic dispersion of its sales and assets, as well as its political risk insurance, mitigate some of these risks.

Marketing and Distribution

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

Andrew’s satellite communications sales organization promotes the company’s products to service providers, system integrators, Satcom OEMs and end users for broadcast, broadband, data and voice applications of satellite communications technology. This sales force is organized under three geographic areas: Americas, EMEA and Asia Pacific.

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

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

Major Customers

The company’s largest customers are OEMs and wireless service providers. In fiscal 2004, aggregate sales to the ten largest customers accounted for 55% of total consolidated sales compared to 49% in 2003 and 48% in 2002. Sales to Lucent Technologies were $249.4 million or 14% of the company’s total sales in fiscal 2004, compared to $165.4 million or 16% in 2003 and $94.8 million or 11% in 2002. In 2004, the top 25 customers accounted for 69% of total sales.

Manufacturing Locations

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

Andrew’s major manufacturing facilities are as follows:

North America: Orland Park, Illinois is Andrew’s principal manufacturing facility in the U.S. and is also the location of corporate headquarters. The Orland Park facility manufactures HELIAX^® coaxial cable, connectors, cable assemblies, microwave transmission lines, air dielectric cable, CATV cable, and RADIAX^® radiating cables. Other North American facilities include Whitby, Canada (cable assemblies, ESA and government antennas), Nogales, Mexico (cable assemblies and pressurization accessories and components) and Reynosa, Mexico, which was opened in 2003 for the manufacture of microwave, ESA and base station antennas.

With the acquisition of Allen Telecom, the company added the following manufacturing facilities in North America: Lynchburg, Virginia (geolocation systems), and Amesbury, Massachusetts (filters). In November 2003, the company acquired selected assets of Channel Master LLC, a designer and manufacturer of DBS (Direct Broadcast Satellite) and VSAT (Very Small Aperture Terminal) antennas and products. As part of this acquisition, the company leased Channel Master’s manufacturing facility in Smithfield, North Carolina. In 2004, Andrew’s acquisition of selected assets of MTS Wireless Components LLC added a steel components manufacturing facility in Euless, Texas.

Asia Pacific: The Suzhou, China facility manufactures HELIAX^® coaxial cable, connectors, accessories, cable assemblies, filters, and base station antennas. The company added a filter manufacturing facility in Shenzhen, China as part of the Allen acquisition. In 2004, the company acquired a manufacturing facility in Yantai, China that manufactures drop cable for the cable television market. Power amplifier products are supplied by a third-party contract manufacturer in China. The company’s facility in Goa, India manufactures HELIAX^® coaxial cable, connectors, accessories, and cable assemblies.

Europe: The Lochgelly, Scotland facility manufactures HELIAX® coaxial cable, elliptical waveguide, connectors, and accessories. The company’s recently opened facility in Brno, Czech Republic manufactures cable assemblies, flexible waveguide, and terrestrial microwave antennas. The Allen acquisition added significant facilities in Agrate and Capriate, Italy (filters), Buchdorf, Germany (repeaters and other wireless innovation products), and Faenza, Italy (fiber optic and in-building coverage systems).

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

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Raw Materials and Components

The company’s products are manufactured from both standard components and parts that are built to the company’s specifications by other manufacturers. The company uses various raw materials such as copper, aluminum and plastics in the manufacture of its products. Copper, which is used to manufacture coaxial cable, represents a significant portion of the company’s costs and, as a result, the company is exposed to fluctuations in the price of copper. In order to reduce this exposure, the company has negotiated copper purchase contracts with various suppliers to purchase approximately half of its forecasted copper requirements for fiscal year 2005. At September 30, 2004, the company had contracts to purchase 22.3 million pounds of copper for $22.9 million. Andrew considers its sources of supply for all raw materials to be adequate and is not dependent upon any single supplier for a significant portion of materials used in its products.

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

Research and Development

Andrew believes that the successful marketing of its products depends upon its research, engineering and production skills. Research and development activities are undertaken for new product development and for product and manufacturing process improvement. In fiscal 2004, 2003 and 2002, Andrew spent $110.2 million, $84.2 million and $58.0 million, respectively, on research and development activities. A substantial amount of the 2004, 2003 and 2002 activities was focused on base station subsystems products.

Intellectual Property and Intangible Assets

As of September 30, 2004, the company had $64.0 million of intangible assets, net of accumulated amortization, made up of patents, technology, supply agreements and various other intangible assets that the company has acquired through acquisitions. Almost all of these intangible assets relate to patents, patent applications and related technology acquired with the Celiant and Allen Telecom acquisitions. Andrew’s internally developed intangible assets, such as patents, are not recorded on the balance sheet. Andrew holds approximately 766 active patents, expiring at various times between 2004 and 2028. Andrew attempts to obtain patent protection for significant developments whenever possible. Andrew believes that, while patents and other intangible assets in the aggregate are valuable to the company’s business, the company is not materially dependent on any one individual patent or intangible asset.

Competition

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

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

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Backlog and Seasonality

The company’s backlog of orders believed to be firm and due to ship within the next year and beyond was $300.3 million and $327.3 million in 2004 and 2003, respectively. Due to the variability of shipments under large contracts, customers’ seasonal installation considerations and variations in product mix and in profitability of individual orders, the company can experience wide quarterly fluctuations in sales and income. These variations are expected to continue in the future. Consequently, it is more meaningful to focus on annual rather than interim results.

Environment

Andrew is committed to demonstrating the highest standard of global environmental management and achieving environmental best practices. Eight locations have been awarded certifications for ISO 14001, an international standard for environmental management systems. The company is committed to the continual improvement of its environmental management system and practices, including resource conservation and pollution prevention. Andrew engages in a variety of activities to comply with various federal, state and local laws and regulations involving the protection of the environment. Compliance with such laws and regulations does not currently have a significant effect on the company’s capital expenditures, earnings, or competitive position. Andrew is making preparations to comply with the European Union Directive 2002/95EC on the Restriction of the use of certain Hazardous Substances in electrical and electronic equipment (RoHS) and with the Material Declaration requirements imposed under WEEE (Waste of Electrical & Electronic Equipment). The company has no knowledge of any environmental condition that might individually or in the aggregate have a material adverse effect on its financial condition.

Employees

At September 30, 2004, Andrew had 9,408 employees, 3,658 of whom were located in the United States. Of these 9,408 employees, 1,546 employees were temporary workers, 871 of whom were located in the United States. None of Andrew’s employees are subject to collective bargaining agreements. As a matter of policy, Andrew seeks to maintain good relations with employees at all locations.

Regulation

Although Andrew is not directly regulated by any governmental agency in the United States, most of its customers and the telecommunications industry, in general, are subject to regulation by the Federal Communications Commission (FCC). The FCC controls the granting of operating licenses, allocation of transmission frequencies and the performance characteristics of certain products. This regulation has not adversely affected Andrew’s operations. Outside of the United States, where many of Andrew’s customers are government owned and operated entities, changes in government economic policy and communications regulation have affected in the past and may be expected to affect in the future the volume of Andrew’s non-U.S. business. However, historically these regulations have not been detrimental to Andrew’s non-U.S. operations taken as a whole.

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

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

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obtain spectrum licenses for their planned uses of the company’s equipment. Failure by the regulatory authorities to allocate suitable, sufficient radio frequencies for such uses in a timely manner could deter potential customers from ordering the company’s products and seriously harm the company’s business.

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

Government Contracts

Andrew does not have material contracts that are subject to renegotiation of profits or termination at the election of any governmental agency.

Available Information

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

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

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Item 2. Properties

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

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

Item 3. Legal Proceedings

Information concerning this item is included in footnote 10 to the Consolidated Financial Statements, Commitments and Contingencies.

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

There were no matters that required a vote of security holders during the three months ended September 30, 2004.

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Additional Item — Corporate Officers of the Registrant

The following information relates to the executive officers of the company.

PAUL R. COX, 45, group president, satellite communications, joined Andrew Corporation in September 2000 as vice president, satellite products/systems and government antennas. Prior to joining Andrew, he was senior vice president and general manager of the Space & Technology Group/Atlanta at EMS Technologies, Inc. He holds a Bachelor of Science in Electrical Engineering (BSEE) from Auburn University and a Master of Science (MS) in the same discipline from Southern Methodist University.

JOHN E. DESANA, 55, group president, antenna and cable products, joined Andrew in March 1991 as operations manager, HELIAX^® cable products, and became vice president, HELIAX^® cable and accessories, in November 1996. Prior to joining Andrew, he was employed by Litton Industries and Belden Wire and Cable. He graduated from Xavier University with a Bachelor of Arts (BA) in economics.

JOHN R.D. DICKSON, 49, vice president, global information systems since 1996, joined Andrew in 1975 and has held numerous management positions in engineering, business development, marketing and business unit management. He holds a Higher National Diploma (HND) in physics from Napier University, Edinburgh, Scotland.

RALPH E. FAISON, 46, president and chief executive officer, joined Andrew in June 2002 as president and chief operating officer. He was formerly president and chief executive officer of Celiant Corporation since June 2001. Prior to joining Celiant, he was vice president of New Ventures Group at Lucent Technologies from 1997. Previously, he was vice president of advertising and brand management. Prior to Lucent, he held various positions at AT&T, including vice president and general manager of AT&T’s wireless business unit and manufacturing vice president for its consumer products unit in Bangkok, Thailand. He holds a Bachelor of Science (BS) in marketing from Georgia State University and a MS in management from Stanford University. He is a member of the board of directors for Andrew Corporation, WatchMark Corporation, NETGEAR, Inc., the Executive Club of Chicago, and Board of Advisors for New Venture Partners LLC, the general partner of New Venture Partners II LP.

TERRY N. GARNER, 55, group president, network solutions, served as president of Grayson Wireless, a division of Allen Telecom, Inc., since 1986. Prior to founding Grayson Wireless, he spent fifteen years with General Electric Mobile Communications in Lynchburg, Virginia. He graduated with a BSEE from Louisiana State University.

M. JEFFREY GITTELMAN, 56, vice president and treasurer, joined Andrew in 1992. Previously, he was vice president and treasurer of Holnam Inc. and assistant treasurer of Storage Technology Corporation. He holds a Bachelor of Business Administration (BBA) in finance from Hofstra University and a Master of Business Administration (MBA) from Adelphi University. He is a member of the National Association of Corporate Treasurers organization.

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

J.C. HUANG, 46, chief technology and strategy officer and head of corporate development, joined Andrew in August 2003. He has over twenty years’ experience in various roles in the wireless industry. He was a managing director of Ericsson Venture Partners, a management consultant with McKinsey & Co., and a principal scientist at Raytheon. He holds a BA in physics from Swarthmore College, a PhD in applied physics from Cornell University and a MBA in finance from the Wharton School.

ROBERT J. HUDZIK, 55, interim group president, wireless innovations, joined Andrew in July 1996. He previously held the positions of vice president, corporate development and vice president, business development for Andrew. Prior to joining Andrew, he was director, marketing and sales, network services for PTT Telecom (now KPN) in the Netherlands from 1994 until 1996. Prior to KPN, he was vice president, marketing for Ameritech Services from 1990 to 1994 and held various other marketing, operations and engineering positions for Ameritech from 1970 to 1990. He holds a BSEE from the University of Illinois at Urbana and a MBA from the University of Chicago.

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MARTY R. KITTRELL, 47, chief financial officer, joined Andrew in June 2002 as vice president, strategic planning. He was formerly vice president and chief financial officer of Celiant Corporation. Between 1997 and 2000, he held various executive positions at BlueStar Battery Systems International, Worldtex, Inc. and Enfinity Corporation. Prior to that, he was vice president and chief financial officer from 1989 to 1997 of Exide Electronics Group, Inc. He holds a BS in accounting from Lipscomb University. He is a CPA, member of Financial Executives International (FEI), National Investor Relations Institute and AICPA.

JAMES L. LEPORTE III, 50, vice president, sales operations, joined Andrew in July 2003. He was formerly vice president, finance of Allen Telecom Inc. since 1999. Prior to 1999, he was vice president, treasurer and controller from 1995 to 1999 and vice president and controller from 1990 to 1995 at Allen and he also held several managerial positions with Allen Telecom from 1981 to 1990. Prior to Allen, he was employed by General Electric Company where he held various financial management positions and graduated from GE’s financial management program. He holds a BA in economics from Hamilton College.

FRED H. LIETZ, 49, vice president, procurement, joined Andrew in December 2000 from the consumer goods industry where he was employed by Philips in Europe and later by Whirlpool Corporation in the US. He holds a degree in business administration from IHK, Stuttgart, Germany.

ROGER J. MANKA, 42, group president, worldwide sales, joined Andrew in January 2004 from Commworks, a 3Com company, where he was vice president of worldwide sales. He has nearly 20 years’ experience in selling systems, products and services in the wireless, wireline, voice applications and packet infrastructure markets. Prior to Commworks, he held the following positions: vice president carrier business sales, vice president global account, vice president systems products group as well as other positions of increasing sales management responsibilities at 3Com, Inc. in Santa Clara, CA and U.S. Robotics, Inc. in Skokie, IL. He holds a BS degree in marketing from the University of Illinois at Chicago.

CARLETON (MICKEY) MILLER, 41, group president, base station subsystems, joined Andrew in June 2004. He came to Andrew from Tyco, where he was vice president of Tyco Electronics Power Systems. Prior to joining Tyco, he was vice president of telecom sales for Alpha Technologies, vice president of OEM sales for General Signal Best Power Division, and held various leadership positions at AT&T Microelectronics. He holds a MBA in finance and marketing from Rockhurst College, studied finance at the London Business School and holds a BS in industrial engineering from the University of Missouri.

MARK A. OLSON, 46, vice president, corporate controller and chief accounting officer, joined Andrew in 1993 as group controller. He was named corporate controller in 1998, vice president and corporate controller in 2000 and chief accounting officer in 2003. Prior to joining the company, he was employed by Nortel and Johnson & Johnson. He received a BA in accounting and Spanish from Lewis University and a MBA from DePaul University. He is a CPA and a member of the AICPA and the Illinois CPA Society.

JAMES F. PETELLE, 53, vice president, law and secretary, joined Andrew as secretary and general attorney in 1990. He was elected vice president in February 2000. Before joining Andrew, he was senior attorney with A. B. Dick Company. He holds a BA in psychology from the University of Notre Dame and a JD from the University of Michigan.

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

PART II

Item 5. Market for the Registrant’s Common Stock and Related Stockholder Matters

Andrew’s common stock is traded on the National NASDAQ Market and the Chicago Stock Exchange, under the symbol ANDW.

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Andrew had 4,311 holders of common stock of record at December 7, 2004.

Information concerning the company’s stock price during the years ended September 30, 2004 and 2003 is included in footnote 14 to the Consolidated Financial Statements, Selected Quarterly Financial Information (Unaudited). All prices represent high and low daily closing prices as reported by NASDAQ.

It is the present practice of Andrew’s Board of Directors to retain earnings in the business to finance the company’s operations and investments, and the company does not anticipate payment of cash dividends on common stock in the foreseeable future.

Since 1997, the company’s Board of Directors has authorized the company to repurchase up to 30.0 million common shares. As of September 30, 2004 the company had repurchased approximately 17.0 million shares under this plan. These repurchases may be made on the open market or in negotiated transactions and the timing and amount of shares repurchased will be determined by the company’s management. Included in the 17.0 million shares repurchased are 225,000 shares repurchased in the first quarter of 2004 for $2.5 million. No shares were repurchased during the second, third, or fourth quarters of 2004.

Item 6. Selected Financial Data

Andrew Corporation
Five-Year Financial Highlights Summary
(in thousands, except per share data)

1.		The results for 2004 and 2003 include the July 2003 acquisition of Allen Telecom.
2.		The results for 2002 include the June 2002 acquisition of Celiant, which also drove the increase in sales in 2003.
3.		In 2002 the company recognized restructuring charges of $36.0 million pre-tax and $25.2 million after-tax. Also included in 2002 is an after-tax loss on the disposal of discontinued operations of $26.4 million.
4.		Pre-tax amortization expense of intangible assets included in 2002, 2003 and 2004 was $5.1 million, $19.2 million and $38.3 million, respectively. Prior to 2002 amortization of intangible assets was immaterial.
5.		The increase in goodwill and intangible assets in 2002 was primarily due to the Celiant acquisition and the increase in 2003 was primarily due to the Allen Telecom acquisition.
6.		Long term obligations increased in 2003 primarily due to the company issuing $240.0 million of convertible subordinated notes.
7.		The 2002 increase in equity was primarily due to the 16.3 million shares of common stock issued in the Celiant acquisition. The 2003 increase in equity was primarily due to the 55.2 million shares of common stock issued in the Allen Telecom acquisition.
8.		Total equity includes redeemable convertible preferred stock of $9.2 million in 2003 and $6.0 million 2004.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Following a three-year decline in the wireless infrastructure industry, the company saw a resumption of growth beginning in the second half of 2003 and continuing throughout 2004. With the acquisition of Celiant in June 2002 and Allen Telecom in July 2003, the company positioned itself as the leading end-to-end wireless equipment subsystems provider for the radio frequency (RF) footprint. The impact of these acquisitions and positive industry trends, such as network expansion and upgrades and continued emerging market growth, resulted in significant sales growth in 2004.

Sales in 2004 were a record $1.84 billion, up 81% or $824 million compared to 2003. The majority of the sales increase was driven by the full year impact of the Allen Telecom acquisition ($380 million or 38%) and growth in the wireless infrastructure market ($320 million or 32%), as wireless operators increased their investments in network upgrades and expansion. While the company believes it is able to quantify the impact of these two key growth drivers on a consolidated basis, the rapid integration of Allen Telecom’s products and operations into those of the company has made it impractical to do so at the product group level. In addition, the introduction of new products within the satellite broadband market and growth within this market increased Satellite Communications sales by $124 million to $209 million in 2004. Net income available to common shareholders for 2004 was $32 million, or $0.20 per share, compared with net income of $9 million, or $0.08 per share, in 2003. In 2002, the company initiated plans to restructure and discontinue several non-strategic businesses, which resulted in a $52 million after-tax charge in 2002. As a result of these charges the company recognized a net loss of $26 million, or $0.30 per share. The company has completed all major activities under these plans and believes that these initiatives, combined with the Allen Telecom merger integration plan, will provide substantial on-going cost savings and benefits in the future.

Outlook

The company believes there are signs of increased confidence in the market. Increasing minutes of use (MOU), global subscribers and data-intensive applications are driving higher capacity utilization of existing networks, requiring wireless operators around the globe to place a greater emphasis on capital expenditures devoted to the RF footprint. Wireless operators are moving beyond catch-up capital expenditures to business development and long-term strategic network planning. The company believes positive industry trends, combined with its industry leading product portfolio, improving operational performance and financial strength, strategically position the company for continued success in 2005.

Sales by Major Product Group