AMPHENOL CORP /DE/ - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 2001

or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ______________

Commission file number 1-10879

AMPHENOL CORPORATION
(Exact name of Registrant as specified in its Charter)

DELAWARE 22-2785165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

358 HALL AVENUE, WALLINGFORD, CONNECTICUT 06492
203-265-8900
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)

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

CLASS A COMMON STOCK, $.001 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
(Title of each Class) (Name of each Exchange
on which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

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.

Yes /X/ No / /

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 to this
Form 10-K. [ ]

The aggregate market value of Amphenol Corporation common stock, $.001 par
value, held by non-affiliates was approximately $896 million based on the
reported last sale price of such stock on the New York Stock Exchange on
February 28, 2002.

As of February 28, 2002 the total number of shares outstanding of registrant's
common stock was 42,300,068.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement which is expected to be
filed within 120 days following the end of the fiscal year covered by this
report, are incorporated by reference into Part III hereof.

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PART I

ITEM 1. BUSINESS

GENERAL

Amphenol Corporation ("Amphenol" or the "Company") is one of the world's
largest designers, manufacturers and marketers of electrical, electronic and
fiber optic connectors, interconnect systems and coaxial and flat-ribbon cable.
The primary end markets for the Company's products are:

- communication systems for the converging technologies of voice, video
and data communications;

- industrial factory automation equipment and automotive and mass
transportation applications; and

- commercial and military aerospace applications.

The Company focuses on optimizing its mix of higher margin, higher growth
application specific products in its product offerings and maintaining
continuing programs of productivity improvement. For 2001, the Company reported
net sales, operating profit and net income of $1,103.8 million, $197.0 million
and $83.7 million, respectively. The table below summarizes information
regarding the Company's primary markets and end applications for the Company's
products:

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The Company designs and manufactures connectors and interconnect systems
which are used primarily to conduct electrical and optical signals for a wide
range of sophisticated electronic applications. The Company believes, based
primarily on published market research, that it is one of the largest connector
manufacturers in the world. The Company has developed a broad range of connector
and interconnect products to serve the rapidly growing and converging voice,
video and data communications markets. The Company is also one of the leaders in
developing interconnect products for factory automation, machine tools,
instrumentation systems, mass transportation applications and automotive
applications, including airbags, pretensioner seatbelts and other on board
electronics. In addition, the Company is the leading supplier of high
performance, military-specification, circular environmental connectors that
require superior performance and reliability under conditions of stress and in
hostile environments. These conditions are frequently encountered in commercial
and military aerospace applications and other demanding industrial applications
such as oil exploration, medical instrumentation and off-road construction.

The Company believes that the worldwide industry for interconnect products
and systems is highly fragmented with over 2,000 producers of connectors
worldwide, of which the 10 largest, including Amphenol, accounted for a combined
market share of approximately 46% in 2001. Industry analysts estimate that the
total sales for the industry were approximately $32 billion in 2001.

The Company's Times Fiber subsidiary is the world's second largest producer
of coaxial cable for the cable television market. The Company believes that its
Times Fiber unit is one of the lowest cost producers of coaxial cable for the
cable television market, and that it is one of the technological leaders in
increasing the bandwidth of coaxial cable products. The Company's coaxial cable
and connect or products are used in cable television systems including full
service cable television/telecommunication systems being installed by cable
operators and telecommunication companies offering video, voice and data
services. The Company is also a major supplier of coaxial cable to developing
international cable television markets.

The Company is a global manufacturer employing advanced manufacturing
processes. The Company manufactures and assembles its products at facilities in
North America, South America, Europe, Asia and Australia. The Company sells its
connector products through its own global sales force and independent
manufacturers' representatives to thousands of OEMs in approximately 60
countries throughout the world as well as through a global network of
electronics distributors. The Company sells its coaxial cable products primarily
to cable television operators and to telecommunication companies who have
entered the broadband communications market. For the year 2001, approximately
54% of the Company's net sales were in North America, 27% were in Europe and 19%
were in Asia and other countries.

The Company implements its product development strategy through product
design teams and collaboration arrangements with customers which result in the
Company obtaining approved vendor status for its customers' new products and
programs. The Company seeks to have its products become widely accepted within
the industry for similar applications and products manufactured by other
potential customers, which the Company believes will provide additional sources
of future revenue. By developing application specific products, the Company has
decreased its exposure to standard products which generally experience greater
pricing pressure. In addition to product design teams and customer collaboration
arrangements, the Company uses key account managers to manage customer
relationships on a global basis such that it can bring to bear its total
resources to meet the worldwide needs of its multinational customers. The
Company is also focused on making strategic acquisitions in certain markets to
further broaden and enhance its product offerings and expand its global
capabilities.

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BUSINESS SEGMENTS

The following table sets forth the dollar amounts of the Company's net
trade sales for its business segments. For a discussion of factors affecting
changes in sales by business segment, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

(1) Includes international coaxial cable sales, which are primarily export
sales.

INTERCONNECT PRODUCTS AND ASSEMBLIES. The Company produces a broad range of
interconnect products and assemblies primarily for voice, video and data
communication systems, commercial and military aerospace systems, automotive
and mass transportation applications, and industrial and factory automation
equipment. Interconnect products include connectors, which when attached to
an electronic or fiber optic cable, a printed circuit board or other device,
facilitate electronic or fiber optic transmission. Interconnect assemblies
generally consist of a system of cable and connectors for linking electronic
and fiber optic equipment. The Company designs and produces a broad range of
connector and cable assembly products used in communication applications,
such as: cable assemblies used in base stations for wireless communication
systems; smart card acceptor devices used in mobile GSM telephones, cable
modems and other applications to facilitate reading data from
smartcards;fiber optic couplers and connectors used in fiber optic signal
transmission; input/output connectors and assemblies used for servers and
data storage devices and linking personal computers and peripheral equipment;
and sculptured flexible circuits used for integrating printed circuit boards
in communication applications. The Company also designs and produces a broad
range of radio frequency connector products used in telecommunications,
computer and office equipment, instrumentation equipment and local area
networks. The Company's radio frequency connectors are also used in base
stations, handheld sets and other components of cellular and personal
communications networks.

The Company believes that it is the largest supplier of high performance,
military-specification, circular environmental connectors. Such connectors
require superior performance and reliability under conditions of stress and in
hostile environments. High performance environmental connectors are generally
used to interconnect electronic and fiber optic systems in sophisticated
aerospace, military, commercial and industrial equipment. These applications
present demanding technological requirements in that the connectors can be
subject to rapid and severe temperature changes, vibration, humidity and nuclear
radiation. Frequent applications of these connectors include aircraft, guided
missiles, radar, military vehicles, equipment for spacecraft, energy, medical
instrumentation and geophysical applications and off-road construction
equipment. The Company also designs

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and produces industrial interconnect products used in a variety of applications
such as factory automation equipment, mass transportation applications including
railroads and marine transportation; and automotive safety products including
interconnect devices and systems used in automotive air bags, pretensioner seat
belts and anti-lock braking systems. The Company also designs and produces
highly-engineered cable and backplane assemblies. Such assemblies are specially
designed by the Company in conjunction with OEM customers for specific
applications, primarily for computer, wired and wireless communication systems,
office equipment and aerospace applications. The cable assemblies utilize the
Company's connector and cable products as well as components purchased from
others.

CABLE PRODUCTS. The Company designs, manufactures and markets coaxial cable
primarily for use in the cable television industry. The Company manufactures two
primary types of coaxial cable: semi-flexible, which has an aluminum tubular
shield, and flexible, which has one or more braided metallic shields.
Semi-flexible coaxial cable is used in the trunk and feeder distribution portion
of cable television systems, and flexible cable (also known as drop cable) is
used primarily for hookups from the feeder cable to the cable television
subscriber's residence. Flexible cable is also used in other communication
applications. The Company has also developed a broadline of radio frequency
connectors for coaxial cable and fiber optic interconnect components for full
service cable television/telecommunication networks.

The rapid development in fiber optic technologies, digital compression
(which allows several channels to be transmitted within the same bandwidth that
a single analog channel currently requires) and other communication
technologies, including the Company's development of higher capacity coaxial
cable, have resulted in technologies which enable cable television systems to
provide channel capacity in excess of 500 channels. Such expanded channel
capacity, along with other component additions, permit cable operators to offer
full service networks with a variety of capabilities including near
video-on-demand, pay-per-view special events, home shopping networks,
interactive entertainment and education services, telephone services and
high-speed access to data resources such as the Internet. With respect to
expanded channel capacity systems, cable operators have generally adopted, and
the Company believes that for the foreseeable future will continue to adopt, a
cable system using both fiber optic cable and coaxial cable. Such systems
combine the advantages of fiber optic cable in transmitting clear signals over a
long distance without amplification, with the advantages of coaxial cable in
ease of installation, low cost and compatibility with the receiving components
of the customer's communication devices. The Company believes that while system
operators are likely to increase their use of fiber optic cable for the trunk
and feeder portions of the cable systems, there will be an ongoing need for high
capacity coaxial cable for the local distribution and street-to-the-home
portions of the cable system.

U.S. cable system designs are increasingly being employed in international
markets where cable television penetration is low. For example, it is estimated
that in 2001 only 31% of the television households in Europe subscribed to some
form of multichannel television service as compared to an estimated
subscription rate of 69% in the U.S. The estimated subscription rates in the
Asian and Latin American markets are even lower at approximately 30% and 23%,
respectively. In terms of television households, it is estimated that there are
232 million television households in Europe, 470 million in Asia and 83 million
in Latin America. This compares to an estimated 105 million television
households in the U.S. In 2001, the Company had sales of coaxial cable in
approximately 50 countries, and the Company believes the development of cable
television systems in international markets presents a significant opportunity
to increase sales of its coaxial cable products.

The Company is also a leading producer of flat-ribbon cable, a cable made
of wires assembled side by side such that the finished cable is flat.
Flat-ribbon cable is used to connect internal components in systems with space
and component configuration limitations. The product is used in computer and
office equipment components as well as in a variety of telecommunication
applications.

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INTERNATIONAL OPERATIONS

The Company believes that its global presence is an important competitive
advantage as it allows the Company to provide quality products on a timely and
worldwide basis to its multinational customers. Approximately 51% of the
Company's sales for the year ended December 31, 2001 were outside the United
States. Approximately 54% of such international sales were in Europe. The
Company has manufacturing and assembly facilities in the United Kingdom,
Germany, France, the Czech Republic, Estonia and sales offices in most European
markets. The Company's European operations generally have strong positions in
their respective local markets. The balance of the Company's international
activities are located in Asia, Canada, Mexico, Brazil and Australia. Asian
operations include manufacturing facilities in Japan, Taiwan, People's Republic
of China, Korea, India and Malaysia. The Company's international manufacturing
and assembly facilities generally serve the respective local markets, and local
operations coordinate product design and manufacturing responsibility with the
Company's other operations around the world. The Company has low cost
manufacturing and assembly facilities in Mexico, the People's Republic of China,
the Czech Republic and Estonia to serve regional and world markets.

CUSTOMERS

The Company's products are used in a wide variety of applications by
numerous customers, the largest of which accounted for approximately 5% of net
sales for the year ended December 31,2001. The Company sells its products to
over 10,000 customer locations worldwide. The Company's products are sold both
directly to OEMs, cable system operators, telecommunication companies and
through manufacturers' representatives and distributors. There has been a trend
on the part of OEM customers to consolidate their lists of qualified suppliers
to companies that have a global presence, can meet quality and delivery
standards, have a broad product portfolio and design capability, and have
competitive prices. The Company has focused its global resources to position
itself to compete effectively in this environment. The Company has concentrated
its efforts on service and productivity improvements including advanced computer
aided design and manufacturing systems, statistical process controls and
just-in-time inventory programs to increase product quality and shorten product
delivery schedules. The Company's strategy is to provide a broad selection of
products in the areas in which it competes. The Company has achieved a preferred
supplier designation from many of its OEM customers.

The Company's sales to distributors represented approximately 21% of the
Company's 2001 sales. The Company's recognized brand names, including
"Amphenol," "Times Fiber," "Tuchel," "Socapex," "Sine," "Spectra-Strip,"
"Pyle-National," "Matrix," "KaiJack" and others, together with the Company's
strong connector design-in position (products that are specified in customer
drawings), enhance its ability to reach the secondary market through its
network of distributors. The Company believes that its distributor network
represents a competitive advantage.

MANUFACTURING

The Company employs advanced manufacturing processes including molding,
stamping, plating, turning, extruding, die casting and assembly operations as
well as proprietary process technology for flat-ribbon and coaxial cable
production. The Company's manufacturing facilities are generally vertically
integrated operations from the initial design stage through final design and
manufacturing. Outsourcing of certain fabrication processes is used when
cost-effective. Substantially all of the Company's manufacturing facilities are
certified to the ISO9000 series of quality standards.

The Company employs a global manufacturing strategy to lower its production
costs and to improve service to customers. The Company sources its products on a
worldwide basis with manufacturing and assembly

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operations in North and South America, Europe, Asia and Australia. To better
serve high volume OEM customers, the Company has established just-in-time
facilities near major customers.

The Company's policy is to maintain strong cost controls in its
manufacturing and assembly operations. The Company has undertaken programs to
rationalize its production facilities, reduce expenses and maximize the return
on capital expenditures. The programs to improve productivity are ongoing.

The Company purchases a wide variety of raw materials for the manufacture
of its products, including precious metals such as gold and silver used in
plating; aluminum, brass, steel, copper and bimetallic products used for cable,
contacts and connector shells; and plastic materials used for cable and
connector bodies and inserts. Such raw materials are generally available
throughout the world and are purchased locally from a variety of suppliers. The
Company is not dependent upon any one source for raw materials, or if one source
is used the Company attempts to protect itself through long-term supply
agreements.

RESEARCH AND DEVELOPMENT

The Company's research, development and engineering expenditures for the
creation and application of new and improved products and processes were $22.6
million, $23.5 million and $18.5 million for 2001, 2000 and 1999, respectively.
The Company's research and development activities focus on selected product
areas and are performed by individual operating divisions. Generally, the
operating divisions work closely with OEM customers to develop highly-engineered
products that meet customer needs. The Company continues to focus its research
and development efforts primarily on those product areas that it believes have
the potential for broad market applications and significant sales within a
one-to-three year period.

TRADEMARKS AND PATENTS

The Company owns a number of active patents worldwide. While the Company
considers its patents to be valuable assets, the Company does not believe
that its competitive position is dependent on patent protection or that its
operations are dependent on any individual patent. The Company regards its
trademarks "Amphenol," "TimesFiber," "Tuchel," "Socapex," "Sine,"
"Spectra-Strip," "Pyle-National," "Matrix," "KaiJack" and others to be of
value in its businesses. The Company has exclusive rights in all its major
markets to use these registered trademarks.

COMPETITION

The Company encounters competition in substantially all areas of its
business. The Company competes primarily on the basis of engineering, product
quality, price, customer service and delivery time. Competitors include large,
diversified companies, some of which have substantially greater assets and
financial resources than the Company, as well as medium to small companies. In
the area of coaxial cable for cable television, the Company believes that it and
CommScope are the primary world providers of such cable; however, CommScope is
larger than the Company in this market. In addition, the Company faces
competition from other companies that have concentrated their efforts in one or
more areas of the coaxial cable market.

BACKLOG

The Company estimates that its backlog of unfilled orders was $229.0
million and $365.0 million at December 31, 2001 and December 31, 2000,
respectively. Orders typically fluctuate from quarter to quarter based on
customer demands and general business conditions. Unfilled orders may be
cancelled prior to shipment of goods. It is expected that all or a substantial
portion of the backlog will be filled within the next 12 months.

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Significant elements of the Company's business, such as sales to the cable
television industry, distributors, the computer industry, and other commercial
customers, generally have short lead times. Therefore, backlog may not be
indicative of future demand.

EMPLOYEES

As of December 31, 2001, the Company had approximately 10,300 full-time
employees worldwide. Of these employees, approximately 7,500 were hourly
employees and the remainder were salaried. The Company had a one week strike in
October 1995 at its Sidney, New York facility relating to the renewal of the
labor contract at that facility with the International Association of Machinists
and Aerospace Workers. The Company has not had any other significant work
stoppages in the past ten years. In 1997, the United States Steelworkers
International Union, AFL-CIO established a union, affecting approximately 500
employees, at the Company's plant in Chatham, Virginia, the Company's primary
plant for the production of coaxial cable. The Company believes that it has a
good relationship with its unionized and non-unionized employees.

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CAUTIONARY STATEMENTS FOR PURPOSES OF FORWARD LOOKING INFORMATION

Statements made by the Company in written or oral form to various persons,
including statements made in filings with the SEC, that are not strictly
historical facts are "forward looking" statements. Such statements should be
considered as subject to uncertainties that exist in the Company's operations
and business environment. The following includes some, but not all, of the
factors or uncertainties that could cause the Company to fail to conform with
expectations and predictions:

- A global economic slowdown in any one, or all, of the Company's market
segments.

- The effects of extreme changes in monetary and fiscal policies in the U.S.
and abroad including extreme currency fluctuations and unforeseen
inflationary pressures.

- Severe and unforeseen price pressure on the Company's products or
significant cost increases that cannot be recovered through price increases
or productivity improvements.

- Increased difficulties in obtaining a consistent supply of basic materials
like steel, aluminum, copper, bimetallic products, gold or plastic resins
at stable pricing levels.

- Unpredictable difficulties or delays in the development of new product
programs.

- Significant changes in interest rates or in the availability of financing
for the Company or certain of its customers.

- Rapid escalation of the cost of regulatory compliance and litigation.

- Unexpected government policies and regulations affecting the Company or its
significant customers.

- Unforeseen intergovernmental conflicts or actions, including but not
limited to armed conflict and trade wars.

- Difficulties and unanticipated expense of assimilating newly-acquired
businesses.

- Any difficulties in obtaining or retaining the management and other human
resource competencies that the Company needs to achieve its business
objectives.

- The risks associated with any technological shifts away from the Company's
technologies and core competencies. For example, a technological shift away
from the use of coaxial cable in cable television/telecommunication systems
could have a substantial impact on the Company's coaxial cable business.

- Unforeseen interruptions to the Company's business with its largest
customers, distributors and suppliers resulting from, but not limited to,
strikes, financial instabilities, computer malfunctions or inventory
excesses.

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ITEM 2. PROPERTIES

The Company's fixed assets include certain plants and warehouses and a
substantial quantity of machinery and equipment, most of which is general
purpose machinery and equipment using tools and fixtures and in many instances
having automatic control features and special adaptations. The Company's plants,
warehouses, machinery and equipment are in good operating condition, are well
maintained, and substantially all of its facilities are in regular use. The
Company considers the present level of fixed assets along with planned capital
expenditures as suitable and adequate for operations in the current business
environment. At December 31, 2001, the Company operated a total of 76 plants and
warehouses of which (a) the locations in the U.S. had approximately 1.9 million
square feet, of which .8 million square feet were leased; and (b) the locations
outside the U.S. had approximately 2.2 million square feet, of which 1.3 million
square feet were leased.

The Company believes that its facilities are suitable and adequate for the
business conducted therein and are being appropriately utilized for their
intended purposes. Utilization of the facilities varies based on demand for the
products. The Company continuously reviews its anticipated requirements for
facilities and, based on that review, may from time to time acquire or lease
additional facilities and/or dispose of existing facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries have been named as defendants in several
legal actions in which various amounts are claimed arising from normal business
activities. Although the amount of any ultimate liability with respect to such
matters cannot be precisely determined, in the opinion of management, such
matters are not expected to have a material effect on the Company's financial
condition or results of operations.

Certain operations of the Company are subject to federal, state and local
environmental laws and regulations which govern the discharge of pollutants into
the air and water, as well as the handling and disposal of solid and hazardous
wastes. The Company believes that its operations are currently in substantial
compliance with all applicable environmental laws and regulations and that the
costs of continuing compliance will not have a material effect on the Company's
financial condition or results of operations.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation in
1987(Allied Signal merged with Honeywell International Inc. in December 1999
("Honeywell")), Amphenol and Honeywell have been named jointly and severally
liable as potentially responsible parties in relation to several environmental
cleanup sites. Amphenol and Honeywell have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these three sites is apportioned between Amphenol and
Honeywell based on an agreement entered into in connection with the acquisition
in 1987. For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Honeywell is currently obligated to pay 80% of the costs up to $30 million and
100% of the costs in excess of $30 million. At December 31, 2001, approximately
$26 million of costs have been incurred applicable to this agreement. Honeywell
representatives work closely with the Company in addressing the most significant
environmental liabilities.

Owners and occupiers of sites containing hazardous substances, as well as
generators of hazardous substances, are subject to broad liability under various
federal and state environmental laws and regulations, including expenditures for
cleanup and monitoring costs and potential damages arising out of past disposal
activities. Such liability in many cases may be imposed regardless of fault or
the legality of the original disposal

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activity. The Company is currently performing monitoring activities at its
manufacturing site in Sidney, New York. The Company is also performing
monitoring, investigation, design and cleanup activities at three off-site
disposal sites previously utilized by the Company's Sidney facility and
others, the "Richardson Hill" landfill, the "Route 8" landfill and the
"Sidney Center" landfill. The Company and Honeywell have entered into an
administrative consent order with the United States Environmental Protection
Agency (the "EPA") and are presently determining necessary and appropriate
remedial measures for "Richardson Hill", which has been designated a
"Superfund" site on the National Priorities List under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980. With respect
to the second site, the "Route 8" landfill, the Company initiated a
remediation program pursuant to a Consent Order with the New York Department
of Environmental Protection and is continuing to monitor the results of those
remediation efforts. In December 1995, the Company and Honeywell received a
letter from the EPA demanding that the Company and Honeywell accept
responsibility for the investigation and cleanup of the third site, Sidney
Center landfill, another Superfund Site. The Sidney Center landfill was a
municipal landfill site utilized by the Company's Sidney facility and other
local towns and businesses. In 1996, the Company and Honeywell received a
unilateral order from the EPA directing the Company and Honeywell to perform
certain investigation, design and cleanup activities at the Sidney Center
landfill site. The Company and Honeywell responded to the unilateral order by
agreeing to undertake certain remedial design activities. In 1997, the EPA
filed a lawsuit against the Company and Honeywell seeking reimbursement of
past costs expended by the EPA in connection with activities at the Sidney
Center landfill site and seeking to affix liability upon the Company and
Honeywell for all additional costs to be incurred in connection with all
further investigations, design and cleanup activities at the Sidney Center
landfill site. The Company joined four local municipalities as co-defendants
in the lawsuit. In 2001 the Company and Honeywell were ordered by the Court
to pay the EPA approximately $3.5 million, net of contributions by the
municipalities who had been joined as co-defendants in the lawsuit. Pursuant
to that decision the Company and Honeywell will be responsible for completing
the remedial design work and for implementing any agreed remediation plan at
the Sidney Center landfill site. The municipalities who were joined in the
lawsuit have agreed to monitor and maintain any caps installed at the Sidney
Center landfill site as part of any remediation plan. The Company and
Honeywell will be responsible for continuing groundwater monitoring at the
site. The Company is also engaged in remediating or monitoring environmental
conditions at several of its other manufacturing facilities and has been
named as a potentially responsible party for cleanup costs at several other
off-site disposal sites. During 2001, the Company incurred costs of
approximately $.9 million, net of indemnification payments received from
Honeywell, in connection with investigating, remediating and monitoring
environmental conditions at all of these facilities and sites. In 2002
Amphenol expects such expenditures, net of expected indemnification payments
from Honeywell, to be less than $1.0 million.

Since 1987, the Company has not been identified nor has it been named as a
potentially responsible party with respect to any other significant on-site or
off-site hazardous waste matters. In addition, the Company believes that all of
its manufacturing activities and disposal practices since 1987 have been in
material compliance with all applicable environmental laws and regulations.
Nonetheless, it is possible that the Company will be named as a potentially
responsible party in the future with respect to additional Superfund or other
sites. Although the Company is unable to predict with any reasonable certainty
the extent of its ultimate liability with respect to any pending or future
environmental matters, the Company believes, based upon all information
currently known by management about the Company's manufacturing activities,
disposal practices and estimates of liability with respect to all known
environmental matters, that any such liability will not be material to its
financial condition or results of operations.

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

The Annual Meeting of Stockholders was held on May 23, 2001. The following
matters were submitted to and approved by the stockholders: (i) the election of
three directors, Andrew E. Lietz, Martin H. Loeffler and Michael W. Michelson,
each for a three year term expiring in the year 2004; (ii) ratification of
Deloitte & Touche LLP as independent accountants of the Company and (iii) the
approval of the 2000 Stock Purchase and Option Plan for Key Employees of the
Company and its Subsidiaries.

ITEM 4.1 EXECUTIVE OFFICERS

The following table sets forth the name, age and position with the Company
of each person who was an executive officer of Amphenol as of December 31, 2001.
Officers are elected to serve at the discretion of the Board of Directors in
accordance with the By-Laws of the Company. The By-Laws of the Company provide
that the Board of Directors shall elect the officers of the Company at its first
meeting held after the Annual Meeting of Stockholders of the Company. All
officers of the Company are elected to hold office until their successors are
chosen and qualified, or until their earlier resignation or removal.

Martin H. Loeffler has been a Director of Amphenol since December 1987 and
Chairman of the Board since May 1997. He has been Chief Executive Officer since
May 1996 and President since July 1987.

Edward G. Jepsen has been Executive Vice President and Chief Financial
Officer of Amphenol since May 1989 and Senior Vice President and Director of
Finance since November 1988.

Timothy F. Cohane has been Senior Vice President of Amphenol since December
1994 and a Vice President since 1991.

Edward C. Wetmore has been Secretary and General Counsel of Amphenol since
1987.

Diana G. Reardon has been Treasurer of Amphenol since March 1992 and
Controller since July 1994 and Assistant Controller since June 1988.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

The Company effected the initial public offering of its Class A Common
Stock in November 1991. The Company's common stock has been listed on the New
York Stock Exchange since that time under the symbol "APH." The following table
sets forth on a per share basis the high and low prices for the common stock for
both 2001 and 2000 as reported on the New York Stock Exchange.

As of February 28, 2002 there were 98 holders of record of the Company's
common stock. A significant number of outstanding shares of common stock are
registered in the name of only one holder, which is a nominee of The Depository
Trust Company, a securities depository for banks and brokerage firms. The
Company believes that there are a significant number of beneficial owners of its
common stock.

Since its initial public offering in 1991, the Company has not paid any
cash dividends on its common stock and it does not have any present intention to
commence payment of any cash dividends. The Company intends to retain earnings
to provide funds for the operation and expansion of the Company's business and
to repay outstanding indebtedness.

Currently the Company is restricted from declaring and paying any cash
dividends on, or repurchasing the Company's common stock under certain covenants
contained in the Company's debt agreements.

Partnerships affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR")
owned 49.4% of the Company's Class A Common Stock as of December 31, 2001.

14

ITEM 6. SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

15

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations for the
three fiscal years ended December 31, 2001 has been derived from and should be
read in conjunction with the consolidated financial statements contained herein.

RESULTS OF OPERATIONS

The following table sets forth the components of net income before
extraordinary item as a percentage of net sales for the periods indicated.

2001 COMPARED TO 2000

Net sales were $1,103.8 million for the year ended December 31, 2001
compared to $1,359.7 million for 2000. Sales of interconnect products and
assemblies decreased 10% compared to 2000 ($906.8 million in 2001 versus
$1,009.2 million in 2000). Such decrease is primarily attributable to
decreased sales of products and interconnect systems for telecom
infrastructure, datacom and industrial markets. Such declines were partially
offset by increased sales of products and interconnect systems for military
aerospace and automotive markets. Sales of cable products decreased 44%
compared to 2000 ($197.0 million in 2001 versus $350.5 million in 2000). Such
decrease is primarily attributable to a slowdown in capital spending by
certain U.S. and international cable television operators.

Geographically, sales in the U.S. in 2001 decreased approximately 22%
compared to 2000 ($538.3 million in 2001 versus $690.7 million in 2000);
international sales for 2001, including export sales, decreased approximately
15% in U.S. dollars ($565.5 million in 2001 versus $669.0 million in 2000) and
decreased approximately 12% in local currency compared to 2000. The
comparatively strong U.S. dollar in 2001 had the currency effect of decreasing
net sales by approximately $22.8 million when compared to foreign currency
translation rates in 2000.

The gross profit margin as a percentage of net sales (including
depreciation in cost of sales) remained relatively constant at approximately 33%
for both 2001 and 2000. Cost reduction activities in 2001 contributed to
offsetting the adverse effect of lower sales volume.

Selling, general and administrative expenses as a percentage of sales
remained relatively constant at approximately 14% for both 2001 and 2000.

Interest expense was $56.1 million for 2001 compared to $61.7 million for
2000. The decrease is primarily attributable to lower average debt levels and
lower interest rates.

Other expenses, net for 2001 and 2000 was $5.6 million and $9.5 million,
respectively. See Note 8 to the Company's Consolidated Financial Statements for
details of the components of other expenses, net.

The provision for income taxes was at an effective rate of 38% for both
2001 and 2000.

2000 COMPARED TO 1999

Net sales were $1,359.7 million for the year ended December 31, 2000
compared to $1,010.6 million for 1999. Sales of interconnect products and
assemblies increased 31% compared to 1999 ($1,009.2 million in 2000 versus
$770.0 million in 1999). Such increase is primarily attributable to increased
sales of products and interconnect systems for internet equipment and

16

upgrades, wireless network infrastructures and mobile handsets. In addition,
sales of interconnect products for industrial and aerospace applications
experienced growth in 2000. Sales of cable products increased 46% compared to
1999 ($350.5 million in 2000 versus $240.6 million in 1999). Sales of coaxial
cable for cable television increased as cable operators continued to upgrade
and expand their systems to offer enhanced services.

Geographically, sales in the U.S. in 2000 increased approximately 33%
compared to 1999 ($690.7 million in 2000 versus $519.5 million in 1999);
international sales for 2000, including export sales, increased approximately
36% in U.S.dollars ($669.0 million in 2000 versus $491.1 million in 1999) and
increased approximately 44% in local currency compared to 1999. The
comparatively strong U.S. dollar in 2000 had the currency effect of
decreasing net sales by approximately $36.1 million when compared to foreign
currency translation rates in 1999.

The gross profit margin as a percentage of net sales (including
depreciation in cost of sales) increased approximately 1% for 2000 compared to
1999. The increase in gross profit margin is primarily attributable to changes
in product mix and the absorption of fixed costs over higher sales volume.

Selling, general and administrative expenses as a percentage of sales
remained relatively constant at approximately 14% in 2000 compared to 1999.

Interest expense was $61.7 million for 2000 compared to $79.3 million 1999.
The decrease is primarily attributable to lower average debt levels.

Other expenses, net for 2000 and 1999 was $9.5 million and $5.3 million,
respectively. See Note 8 to the Company's Consolidated Financial Statements for
details of the components of other expenses, net.

The provision for income taxes for 2000 was at an effective rate of 38%
compared to an effective rate of 42% in 1999. The decrease is generally
attributable to non-deductible expenses (goodwill amortization) being a lower
percentage of pretax income.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $118.9 million, $154.2
million, and $64.1 million for 2001, 2000 and 1999, respectively. The decrease
in cash from operating activities in 2001 compared to 2000 is primarily
attributable to a decrease in net income adjusted for depreciation and
amortization charges and to a net increase in non-cash components of working
capital. In 2000, the increase in cash from operating activities is primarily
attributable to an increase in net income adjusted for depreciation and
amortization charges.

Cash from operating activities was used for capital expenditures ($38.6
million, $53.1 million and $23.5 million in 2001, 2000 and 1999, respectively),
and acquisitions ($60.5 million, $67.7 million, and $12.3 million in 2001, 2000
and 1999, respectively).

The Company has a bank loan agreement (Bank Agreement) which includes a
Term Loan, encompassing a Tranche A and B, and a $150 million revolving credit
facility. At December 31, 2001, the Tranche A had a balance of $242.7 million
and matures over the period 2002 to 2004,and the Tranche B had a balance of
$284.5 million and matures over the period 2005 and 2006. The revolving credit
facility expires in 2004; and, availability under the facility at December 31,
2001 was $127.6 million, after reduction of $7.3 million for outstanding letters
of credit. The Bank Agreement is secured by a first priority pledge of 100% of
the capital stock of the Company's direct domestic subsidiaries and 65% of the
capital stock of direct material foreign subsidiaries, as defined in the Bank
Agreement. The Bank Agreement also requires that the Company satisfy certain
financial covenants including interest coverage and leverage ratio tests, and
includes limitations with respect to, among other things, indebtedness and
restricted payments, including dividends on the Company's common stock.

The Company has entered into interest rate swap agreements that effectively
fixed the Company's interest cost on $450 million of borrowings under the Bank
Agreement. These agreements expire in 2002.

A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $85.0 million in
a designated pool of qualified accounts receivable. The agreement expires in May
2004 with respect to $60.0 million of accounts receivable and expires in July
2002 with respect to an additional $25.0 million of accounts receivable. At
December 31, 2001 approximately $74.2 million of receivables were sold under the
agreement and are therefore not reflected in the accounts receivable balance in
the accompanying Consolidated Balance Sheet.

The Company's EBITDA, as defined in the Bank Agreement, was $253.1 million
and $298.9 million for 2001 and 2000, respectively. EBITDA is not a defined term
under Generally Accepted Accounting Principles (GAAP) and is not an alternative
to operating income or cash flow from operations as determined under GAAP. The
Company believes that EBITDA provides additional information for determining its
ability to meet future debt service requirements; however, EBITDA does not
reflect cash available to fund cash requirements.

The Company's primary ongoing cash requirements will be for operating and
capital expenditures, product development activities and debt service
requirements. The Company's debt service requirements consist primarily of
principal and interest on bank borrowings and interest on its 9 7/8% Senior
Subordinated Notes due 2007("Notes"). The Company's primary sources of liquidity
are internally generated cash

17

flow, the Company's revolving credit facility and the sale of receivables under
the Company's current sale of accounts receivable agreement. The Company expects
that operating and capital expenditures, product development activities and debt
service requirements will be funded from these sources; however, the Company's
sources of liquidity could be adversely affected by a decrease in demand for the
Company's products, a deterioration in certain of the Company's financial ratios
or a deterioration in the quality of the Company's accounts receivable.

The Company has not paid, and does not have any present intention to
commence payment of, cash dividends on its common stock. The Company expects
that capital expenditures in 2002 will be approximately $40 million. The
Company's required debt amortization in 2002 is $60 million; the Company's
required cash interest payments for 2002, at current interest rates, are
estimated at approximately $50 million. The Company may also use cash to fund
part or all of the cost of future acquisitions.

In December 1999, the Company sold 2.75 million shares of common stock in a
public offering resulting in net proceeds of $181.8 million. $105.5 million of
such proceeds was used to redeem $96 million principal amount of Notes at a
price of 109.875% and the balance of the proceeds was used to pay down term debt
under the Bank Agreement. The redemption of Notes resulted in an extraordinary
loss for the early extinguishment of debt(consisting of a prepayment premium and
the write off of related deferred debt issuance costs) of $13.6 million, less
tax benefits of $4.9 million.

ENVIRONMENTAL MATTERS

Subsequent to the acquisition of Amphenol from Allied Signal Corporation in
1987 (Allied Signal merged with Honeywell International Inc. in December 1999
("Honeywell")), Amphenol and Honeywell have been named jointly and severally
liable as potentially responsible parties in relation to several environmental
cleanup sites. Amphenol and Honeywell have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these three sites is apportioned between Amphenol and
Honeywell based on an agreement entered into in connection with the acquisition
in 1987. For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Honeywell is currently obligated to pay 80% of the costs up to $30 million and
100% of the costs in excess of $30 million. At December 31, 2001, approximately
$26 million of costs have been incurred applicable to this agreement. Honeywell
representatives work closely with the Company in addressing the most
significant environmental liabilities. Management does not believe that the
costs associated with resolution of these or any other environmental matters
will have a material adverse effect on the Company's financial condition or
results of operations.

INFLATION AND COSTS

The cost of the Company's products is influenced by the cost of a wide
variety of raw materials, including precious metals such as gold and silver used
in plating; aluminum, copper, brass and steel used for contacts, shells and
cable; and plastic materials used in molding connector bodies, inserts and
cable. In general, increases in the cost of raw materials, labor and services
have been offset by price increases, productivity improvements and cost saving
programs.

RISK MANAGEMENT

The Company has to a significant degree mitigated its exposure to currency
risk in its business operations by manufacturing and procuring its products in
the same country or region in which the products are sold so that costs reflect
local economic conditions. In other cases involving U.S. export sales, raw
materials are a significant component of product costs for the majority of such
sales and raw material costs are generally dollar based on a worldwide scale,
such as basic metals and petroleum derived materials.

RECENT ACCOUNTING CHANGES

In June 2001, the Financial Accounting Standards Board, ("FASB") issued
FAS No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible
Assets." Among other provisions, all future business combinations will be
accounted for using the purchase method of accounting and the use of the pooling
of interest method is prohibited. In addition, goodwill will no longer be
amortized but will be subject to impairment tests at least annually. The Company
adopted FAS No. 141 effective July 1, 2001 and will adopt FAS No. 142 effective
January 1, 2002, although certain provisions were applied to an acquisition that
closed subsequent to June 30, 2001. Such application had the effect of reducing
amortization of goodwill expense in 2001 by approximately $.4 million. While the
Company is in the process of evaluating the effect of this new standard, it
anticipates that discontinuing of the amortization of goodwill beginning in 2002
will have the effect of reducing expenses by approximately $14.5 million; and,
the Company does not anticipate that it will recognize an impairment loss of
goodwill on adoption of such standard.

In August 2001, the Financial Accounting Standards Board issued FAS
No. 143, "Accounting for Asset Retirement Obligations." This pronouncement
addresses the recognition and remeasurement of obligations associated with the
retirement of tangible long-lived assets. In October 2001, the

18

FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," which addresses accounting and reporting for the impairment or
disposal of long-lived assets, including discontinued operations. The Company
will adopt FAS No. 143 and FAS No. 144 effective January 1, 2002. The Company
is in the process of evaluating the effect these new standards will have on
the Company's financial statements.

EURO CURRENCY CONVERSION

On January 1, 1999, certain member countries of the European Union
established fixed conversion rates between their existing currencies and the
European Union's common currency (the "euro"). The transition period for the
introduction of the euro began on January 1,1999. Beginning January 1, 2002, the
participating countries issued new euro-denominated bills and coins for use in
cash transactions. No later than July 1, 2002, the participating countries will
withdraw all bills and coins denominated in the legacy currencies, so that the
legacy currencies will no longer be legal tender for any transactions, making
the conversion to the euro complete.

Based on progress to date, the Company believes that the use of the euro
will not have a significant impact on the manner in which it conducts its
business. Accordingly, conversion to the euro is not expected to have a material
effect on the Company's consolidated financial position, consolidated results of
operations, or liquidity.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The Company's significant accounting
policies are set forth below.

Revenue Recognition - Sales and related cost of sales are recognized upon
shipment of products. Allowances for estimated uncollectible accounts,
discounts, returns and allowances are provided based upon historical experience,
current trends and specific information which indicates that an allowance is
appropriate.

Inventories-Inventories are stated at the lower of standard cost, which
approximates average cost, or market. Provisions for slow moving and obsolete
inventory are provided based on historical experience and product demand.

Depreciable Assets - Property, plant and equipment are carried at cost less
accumulated depreciation. The appropriateness and the recoverablility of the
carrying value of such assets is periodically reviewed taking into consideration
current and expected business conditions.

The significant accounting policies are more fully described in Note 1 to
the Company's Consolidated Financial Statements.

ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, in the normal course of doing business, is exposed to the
risks associated with foreign currency exchange rates and changes in interest
rates.

FOREIGN CURRENCY EXCHANGE RATE RISK

The Company conducts business in several major international currencies
through its worldwide operations, and as a result is subject to foreign exchange
exposures due to changes in exchange rates of the various currencies. Changes in
exchange rates can positively or negatively effect the Company's sales, gross
margins and retained earnings. The Company attempts to minimize currency
exposure risk by producing its products in the same country or region in which
the products are sold and thereby generating revenues and incurring expenses in
the same currency and by managing its working capital; although there can be no
assurance that this approach will be successful, especially in the event of a
significant and sudden decline in the value of any of the international
currencies of the Company's worldwide operations. The Company does not engage
in purchasing forward exchange contracts for speculative purposes.

INTEREST RATE RISK

The Company is subject to market risk from exposure to changes in interest
rates based on its financing activities. The Company utilizes interest rate swap
agreements to manage and mitigate its exposure to changes in interest rates. At
December 31, 2001, the Company had interest rate volatility protection in the
form of such swaps that effectively fixed the Company's LIBOR interest rate on
$450 million of floating rate bank debt at 5.76%. At December 31, 2001, the
three month LIBOR rate was 1.9%. These swap agreements expire in 2002. A 10%
change in the LIBOR interest rate at December 31, 2001 would have the effect of
increasing or decreasing interest expense by approximately $.5 million. The
Company does not expect changes in interest rates to have a material effect on
income or cash flows in 2002, although there can be no assurances that interest
rates will not significantly change.

19

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF MANAGEMENT

Management is responsible for the integrity and objectivity of the
financial statements and other information appearing in this annual report on
Form 10-K. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
include amounts based on management's best estimates and judgments. The Company
maintains a system of internal accounting controls and procedures intended to
provide reasonable assurance that assets are safeguarded and transactions are
properly recorded and accounted for in accordance with management's
authorization.

Deloitte & Touche LLP has been engaged to audit the financial statements in
accordance with auditing standards generally accepted in the United States of
America. They obtain an understanding of the Company's accounting policies and
controls, and conduct such tests and related procedures as they consider
necessary to arrive at their opinion. The Board of Directors has appointed an
Audit Committee composed of outside directors. The Audit Committee meets
periodically with representatives of management and Deloitte & Touche LLP to
discuss and review their activities with respect to internal accounting controls
and financial reporting and auditing.

INDEPENDENT AUDITORS' REPORT
To the Board of Directors and
Shareholders of Amphenol Corporation

We have audited the accompanying consolidated balance sheets of Amphenol
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Amphenol Corporation and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.

/s/ Deloitte & Touche LLP
Hartford, Connecticut
January 15, 2002

20

CONSOLIDATED STATEMENT OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

21

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

22

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

23

CONSOLIDATED STATEMENT OF CASH FLOW
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS
Amphenol Corporation ("Amphenol" or the "Company") is in two business
segments which consist of manufacturing and selling interconnect products and
assemblies, and manufacturing and selling cable products.

USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All intercompany transactions have been eliminated in
consolidation.

CASH AND SHORT-TERM CASH INVESTMENTS
Cash and short-term cash investments consist of cash and liquid investments
with an original maturity of less than three months. The carrying amount
approximates fair value of those instruments.

INVENTORIES
Inventories are stated at the lower of standard cost, which approximates
average cost, or market. The principal components of cost included in
inventories are materials, direct labor and manufacturing overhead.

DEPRECIABLE ASSETS
Property, plant and equipment are carried at cost. Depreciation and
amortization of property, plant and equipment are provided on a straight-line
basis over the respective asset lives determined on a composite basis by asset
group or on a specific item basis using the estimated useful lives of such
assets which range from 3 to 12 years for machinery and equipment and 20 to 40
years for buildings. It is the Company's policy to periodically review fixed
asset lives.

DEFERRED DEBT ISSUANCE COSTS
Deferred debt issuance costs are being amortized on the interest method
over the term of the related debt and such amortization is included in interest
expense.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED
Through December 31, 2001, for acquisitions completed prior to July 1,
2001, the excess of cost over the fair value of net assets acquired (goodwill)
was being amortized on the straight-line basis over a period of 40 years.
Accumulated amortization is $148,779 and $134,439 at December 31, 2001 and
2000, respectively. Effective July 1, 2001, the Company adopted the
provisions of Financial Accounting Standards ("FAS") No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets," applicable
to business combinations completed after June 30, 2001. In accordance with
these standards, goodwill resulting from acquisitions after June 30, 2001 is
not amortized and beginning January 1, 2002, goodwill for acquisitions
completed prior to July 1, 2001 will not be amortized. The Company will adopt
the additional provisions of FAS No. 142 effective January 1, 2002, which
include provisions for annual evaluations for impairment of goodwill. The
Company is in the process of evaluating the effect of this new standard;
however, it anticipates that discontinuing the amortization of goodwill
beginning in 2002 will have the effect of reducing expenses by approximately
$14.5 million; and, the Company does not anticipate that it will recognize an
impairment loss of goodwill on adoption of such standard.

REVENUE RECOGNITION
Sales and related cost of sales are recognized upon shipment of products.

RETIREMENT PENSION PLANS
Costs for retirement pension plans include current service costs and
amortization of prior service costs over periods of up

25

to thirty years. It is the Company's policy to fund current pension costs taking
into consideration minimum funding requirements and maximum tax deductible
limitations. The expense of retiree medical benefit programs is recognized
during the employees' service with the Company as well as amortization of a
transition obligation recognized on adoption of the accounting principle.

INCOME TAXES
Deferred income taxes are provided for revenue and expenses which are
recognized in different periods for income tax and financial statement purposes.
Deferred income taxes are not provided on undistributed earnings of foreign
affiliated companies which are considered to be permanently invested.

RESEARCH AND DEVELOPMENT
Research, development and engineering expenditures for the creation and
application of new and improved products and processes were $22,604, $23,505 and
$18,467, for the years 2001, 2000 and 1999, respectively.

ENVIRONMENTAL OBLIGATIONS
The Company recognizes the potential cost for environmental remediation
activities when assessments are made, remedial efforts are probable and related
amounts can be reasonably estimated; potential insurance reimbursements are not
recorded. The Company regularly assesses its environmental liabilities through
reviews of contractual commitments, site assessments, feasibility studies and
formal remedial design and action plans.

NET INCOME PER COMMON SHARE
Basic income per common share is based on the net income for the period
divided by the weighted average common shares outstanding. Diluted income per
common share assumes the exercise of outstanding, dilutive stock options using
the treasury stock method. In April 2000, the Company effected a two-for-one
split of its common stock; all share and per-share amounts in the financial
statements have been restated to reflect the split.

DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments, which are periodically used by the
Company in the management of its interest rate and foreign currency exposures,
are accounted for on an accrual basis. Income and expense are recorded in the
same category as that arising from the related asset or liability. For example,
amounts to be paid or received under interest rate swap agreements are
recognized as an increase or decrease of interest expense in the periods in
which they accrue.

In June 1998 the Financial Accounting Standards Board issued FAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The statement
requires that an entity recognize all derivatives as either assets or
liabilities in the Consolidated Balance Sheet and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
(that is, gains and losses) depends on the intended use of the derivative and
its resulting designation. The Company adopted FAS 133, as amended by FAS
138, beginning January 1, 2001. Adoption of this new accounting standard
resulted in a cumulative after-tax gain of $291 in accumulated other
comprehensive income as of that date. Gains and losses on derivatives
designated as cash flow hedges resulting from changes in fair value are
recorded in other comprehensive income, and subsequently reflected in net
income in a manner that matches the timing of the actual income or expense of
such instruments with the hedged transaction.

NOTE 2 - LONG-TERM DEBT

Long-term debt consists of the following:

26

The Company has a bank loan agreement (Bank Agreement) which includes a
Term Loan, encompassing a Tranche A and B, and a $150,000 revolving credit
facility. At December 31, 2001 the Tranche A had a balance of $242,748 and
matures over the period 2002 to 2004, and the Tranche B had a balance of
$284,500 and matures over the period 2005 and 2006. The revolving credit
facility expires in 2004; availability under the facility at December 31, 2001
was $127,624, after reduction of $7,276 for outstanding letters of credit.

At December 31, 2001, interest under the Bank Agreement generally accrues
at .75% to 1.50% over LIBOR. The Company also pays certain annual agency and
commitment fees. At December 31, 2001, the Company had interest rate protection
in the form of swap agreements that effectively fixed the Company's LIBOR
interest rate on $450,000 of floating rate bank debt at 5.76%. These agreements
expire in 2002. While it is not the Company's intention to terminate the
interest rate swap agreements, the fair values were estimated by obtaining
quotes from brokers which represented the amounts that the Company would receive
or pay if the agreements were terminated. These fair values indicated that
termination of the agreements at December 31, 2001 and 2000 would have resulted
in a pre-tax loss of $14,631 and a pre-tax gain of $448, respectively. At
December 31, 2001 the derivatives loss, net of tax, of $8,837 was recorded in
other comprehensive income. Due to the volatility of interest rates, these
estimated results may or may not be realized.

The Bank Agreement is secured by a first priority pledge of 100% of the
capital stock of the Company's direct domestic subsidiaries and 65% of the
capital stock of direct material foreign subsidiaries, as defined in the Bank
Agreement. The Bank Agreement also requires that the Company satisfy certain
financial covenants including interest coverage and leverage ratio tests, and
includes limitations with respect to, among other things, (i) incurring debt,
(ii) creating or incurring liens, (iii) making other investments, (iv) acquiring
or disposing of assets, (v) capital expenditures, and (vi) restricted payments,
including dividends on the Company's common stock.

The 9 7/8% Senior Subordinated Notes due 2007 ("Notes") are general
unsecured obligations of the Company. The Notes are subject to redemption at the
option of the Company, in whole or in part, beginning in 2002 at 104.938% and
declining to 100% by 2005. In December 1999, the Company funded the redemption
of $96,000 principal amount of Notes at a price of 109.875% plus accrued
interest. Such funding was from a portion of the proceeds received on issuance
of 5.5 million shares of common stock. The redemption resulted in an
extraordinary loss for the early extinguishment of debt (consisting of a
prepayment premium and the write off of related deferred debt issuance costs) of
$13,553, less tax benefits of $4,879.

The fair value of the Company's long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities. At December
31, 2001 and 2000, based on market quotes for the same or similar securities it
is estimated that the Company's Notes were trading at a premium of approximately
6% over book value. The book value of the Company's other long-term debt
approximates fair value.

The maturity of the Company's long-term debt over each of the next five
years ending December 31, is as follows: 2002 - $59,705; 2003 - $83,468; 2004 -
$131,550; 2005 - $105,077; and 2006 - $187,084.

NOTE 3 - INCOME TAXES

The components of income before income taxes and extraordinary item and the
provision for income taxes are as follows:

27

At December 31, 2001, the Company had $8,736 of foreign tax loss
carryforwards, of which $1,575 expire at various dates through 2006 and the
balance can be carried forward indefinitely. A valuation allowance of $1,024
and $559 at December 31, 2001 and 2000, respectively, has been recorded which
relates primarily to foreign net operating loss carryforwards. The net change
in the valuation allowance for deferred tax assets was an increase of $465 in
2001 and a decrease of $3,164 in 2000. In both 2001 and 2000 the net change
in the valuation allowance was related to foreign net operating loss
carryforwards. Accrued income tax liabilities of $4,560 and $6,260 at
December 31, 2001 and 2000, respectively, are included in other accrued
expenses in the Consolidated Balance Sheet.

Differences between the U.S. statutory federal tax rate and the Company's
effective income tax rate are analyzed below:

The Company's deferred tax assets and liabilities, excluding a valuation
allowance, were comprised of the following:

The Company has not provided for U.S. deferred income taxes or foreign
withholding taxes on undistributed earnings of its non-U.S. subsidiaries, since
the Company intends to reinvest these earnings indefinitely. The Company is
subject to periodic audits of its various tax returns by government agencies;
management does not believe that amounts, if any, which may be required to be
paid by reason of such audits will have a material effect on the Company's
financial position or results of operations.

NOTE 4 - SHAREHOLDERS' EQUITY

In May 1997, the Company adopted the 1997 Option Plan, and in May 2000,
adopted the 2000 Option Plan ("Plans"). The Plans authorize the granting of
stock options by a committee of the Board of Directors. At December 31, 2001,
the maximum number of shares of common stock available for the granting of stock
options under the Plans was 887,317. Options granted under the Plans vest
ratably over a period of five years and are exercisable over a period of ten
years from the date of grant. In addition, shares issued in conjunction with the
exercise of stock options are generally subject to Management Stockholder
Agreements which, among other things, places restrictions on the sale or
transfer of such shares.

Stock option activity for 1999, 2000, and 2001 was as follows:

28

The following table summarizes information about stock options outstanding
at December 31, 2001:

The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for stock options. Accordingly, no
compensation cost has been recognized for the Plans. Had compensation cost for
stock options been determined based on the fair value of the option at date of
grant consistent with the requirements of FAS No. 123, "Accounting for
Stock-Based Compensation," the Company's income before extraordinary item and
net income and earnings per share would have been reduced to the pro forma
amounts indicated below:

29

The fair value of each stock option has been estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions:

The weighted-average fair values of options granted during 2001, 2000 and
1999 were $20.98, $27.04 and $7.51, respectively.

At December 31, 2001, KKR and its affiliates owned 49.4% of the Company's
outstanding common stock.

Balances of related after-tax components comprising accumulated other
comprehensive loss, included in shareholders' equity at December 31, 1999, 2000
and 2001 are as follows:

30

NOTE 5 - BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company and its domestic subsidiaries have a defined benefit plan
covering substantially all U.S. employees. Plan benefits are generally based on
years of service and compensation and are generally noncontributory. Certain
foreign subsidiaries have defined benefit plans covering their employees.
Certain U.S. employees not covered by the defined benefit plan are covered by
defined contribution plans. The following is a summary of the Company's defined
benefit plans funded status as of the most recent actuarial valuations (December
31, 2001 and 2000).

31

The weighted-average discount rate and rate of increase in future
compensation levels used in determining actuarial present value of the projected
benefit obligation was 7.25% (7.5% in 2000 and 1999) and 3.25% (3.5% in 2000 and
1999), respectively. The expected long-term rate of return on assets was 10.5%.
Plan assets consist primarily of U.S. equity and debt securities. The Company
has also adopted an unfunded Supplemental Employee Retirement Plan ("SERP")
which provides for the payment of the portion of annual pension which cannot be
paid from the retirement plan as a result of regulatory limitations on average
compensation for purposes of the benefit computation. The largest non-U.S.
pension plan, in accordance with local custom, is unfunded and had an
accumulated benefit obligation of approximately $19,356 and $19,253 at December
31, 2001 and 2000, respectively. Such obligation is included in the Consolidated
Balance Sheet and the tables above.

In accordance with the Provisions of FAS No. 87, the Company recorded a
minimum pension liability at December 31, 2001 of $36,862 for circumstances in
which a pension plan's accumulated benefit obligation exceeded the fair value of
the plan's assets and accrued pension liability. Such liability was partially
offset by an intangible asset equal to the unrecognized prior service cost, with
the balance recorded as a reduction in shareholders' equity, net of related
deferred tax benefits.

The Company maintains self insurance programs for that portion of its
health care and workers compensation costs not covered by insurance. The Company
also provides certain health care and life insurance benefits to certain
eligible retirees through postretirement benefit programs. The Company's share
of the cost of such plans for most participants is fixed, and any increase in
the cost of such plans will be the responsibility of the retirees. The Company
funds the benefit costs for such plans on a pay-as-you-go basis. Since the
Company's obligation for postretirement medical plans is fixed and since the
accumulated postretirement benefit obligation ("APBO") and the net
postretirement benefit expense are not material in relation to the Company's
financial condition or results of operations, management believes any change in
medical costs from that estimated will not have a significant impact on the
Company. The discount rate used in determining the APBO at December 31, 2001 and
2000 was 7.25% and 7.5%, respectively.

Summary information on the Company's postretirement medical plans as of
December 31, 2001 and 2000 is as follows:

NOTE 6 - LEASES

At December 31, 2001, the Company was committed under operating leases
which expire at various dates through 2008. Total rent expense under operating
leases for the years 2001, 2000, and 1999 was $16,762, $17,429 and $15,895,
respectively.

Minimum lease payments under non-cancelable operating leases are as
follows:

2002 $ 12,301
2003 9,342
2004 5,414
2005 3,375
2006 2,481
Beyond 2006 4,239
--------
Total minimum obligation $ 37,152
========

NOTE 7 - REPORTABLE BUSINESS SEGMENTS AND INTERNATIONAL OPERATIONS

The Company has two reportable business segments: interconnect products and
assemblies and cable products. The interconnect products and assemblies segment
produces connectors and connector assemblies primarily for the communications,
aerospace, industrial and automotive markets. The cable products segment
produces coaxial and flat ribbon cable and related products primarily for
communication markets, including cable television. The accounting policies of
the segments are the same as those for the Company as a whole and are described
in Note 1 herein. The Company evaluates the performance of business units on,
among other things, profit or loss from operations before interest expense,
goodwill and other intangible amortization expense, headquarters' expense
allocations, income taxes and nonrecurring gains and losses. The Company's
reportable segments are an aggregation of business units that have similar
production processes and products.

33

Reconciliation of segment operating income to consolidated income before taxes
and extraordinary item:

Reconciliation of segment assets to consolidated total assets:

Geographic information:

Revenues by geographic area are based on origin of shipment except that
international sales include international coaxial cable sales, which are
primarily export sales.

NOTE 8 - OTHER EXPENSES, NET
Other income (expense) is comprised as follows:

NOTE 9 - COMMITMENTS AND CONTINGENCIES

In the course of pursuing its normal business activities, the Company is
involved in various legal proceedings and claims. Management does not expect
that amounts, if any, which may be required to be paid by reason of such
proceedings or claims will have a material effect on the Company's financial
position or results of operations.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation in
1987 (Allied Signal merged with Honeywell International Inc. in December 1999
("Honeywell")), Amphenol and Honeywell have been named jointly and severally
liable as potentially responsible parties in relation to several environmental
cleanup sites. Amphenol and Honeywell have jointly consented to perform certain
investigations and remedial and monitoring activities at two sites and they have
been jointly ordered to perform work at another site. The responsibility for
costs incurred relating to these three sites is apportioned between Amphenol and
Honeywell based on an agreement entered into in connection with the acquisition
in 1987. For sites covered by this agreement, to the extent that conditions or
circumstances occurred or existed at the time of or prior to the acquisition,
Honeywell is currently obligated to pay 80% of the costs up to $30,000 and 100%
of the costs in excess of $30,000. At December 31, 2001, approximately $26,000
of costs have been incurred applicable to this agreement. Honeywell
representatives work closely with the Company in addressing the most
significant environmental liabilities. Management does not believe that the
costs associated with resolution of these or any other environmental matters
will have a material adverse effect on the

34

Company's financial condition or results of operations.

A subsidiary of the Company has an agreement with a financial institution
whereby the subsidiary can sell an undivided interest of up to $85,000 in a
designated pool of qualified accounts receivable. The agreement expires in
May 2004 with respect to $60,000 of accounts receivable and expires in July
2002 with respect to an additional $25,000 of accounts receivable. Under the
terms of the agreement, new receivables are added to the pool as collections
reduce previously sold accounts receivable. The aggregate value of receivables
transferred to the pool for the year 2001, 2000 and 1999 were $598,659,
$833,653, and $646,675, respectively. At December 31, 2001, and 2000,
respectively, $20,548 and $53,581 of accounts receivable were transferred to
the subsidiary, but not purchased by the financial institution and are
therefore included in the accounts receivable balance in the accompanying
Consolidated Balance Sheet. Due to the short-term nature of the accounts
receivable, the fair value approximates the carrying value. The Company
services, administers and collects the receivables on behalf of the
purchaser. Program fees payable to the purchaser under this agreement are
equivalent to rates afforded high quality commercial paper issuers plus
certain administrative expenses and are included in other expenses, net, in
the accompanying Consolidated Statement of Income. The agreement contains
certain covenants and provides for various events of termination. In certain
circumstances the Company is contingently liable for the collection of the
receivables sold; management believes that its allowance for doubtful
accounts is adequate to absorb the expense of any such liability. At December
31, 2001 and 2000, approximately $74,200 and $85,000, respectively, of
receivables were sold under the agreement and are therefore not reflected in
the accounts receivable balance in the accompanying Consolidated Balance
Sheet.

NOTE 10 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

35

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to Instruction G(3) to Form 10-K, the information required by Item
10 with respect to the Directors of the Registrant is incorporated by reference
from the Company's definitive proxy statement which is expected to be filed
pursuant to Regulation 14A within 120 days following the end of the fiscal year
covered by this report.

The information required by Item 10 with respect to the Executive Officers
of the Registrant has been included in Part I of this Form 10-K in reliance on
Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation
S-K.

ITEM 11. EXECUTIVE COMPENSATION

Pursuant to Instruction G(3) to Form 10-K, the information required in Item
11 is incorporated by reference from the Company's definitive proxy statement
which is expected to be filed pursuant to Regulation 14A within 120 days
following the end of the fiscal year covered by this report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Pursuant to Instruction G(3) to Form 10-K, the information required in Item
12 is incorporated by reference from the Company's definitive proxy statement
which is expected to be filed pursuant to Regulation 14A within 120 days
following the end of the fiscal year covered by this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to Instruction G(3) to Form 10-K, the information required in Item
13 is incorporated by reference from the Company's definitive proxy statement
which is expected to be filed pursuant to Regulation 14A within 120 days
following the end of the fiscal year covered by this report.

36

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Schedules other than the above have been omitted because they are either not
applicable or the required information has been disclosed in the consolidated
financial statements or notes thereto.

37

(a)(3) LISTING OF EXHIBITS

2.1 Agreement and Plan of Merger dated as of January 23, 1997 between NXS
Acquisition Corp. and Amphenol Corporation (incorporated by reference to
Current Report on Form 8-K dated January 23, 1997).*

2.2 Amendment, dated as of April 9, 1997, to the Agreement and Plan of Merger
between NXS Acquisition Corp. and Amphenol Corporation, dated as of
January 23, 1997 (incorporated by reference to the Registration Statement
on Form S-4 (registration No. 333-25195) filed on April 15, 1997).*

3.1 Certificate of Merger, dated May 19, 1997 (including Restated Certificate
of Incorporation of Amphenol Corporation) (filed as Exhibit 3.1 to the
June 30, 1997 10-Q).*

3.2 By-Laws of the Company as of May 19, 1997 - NXS Acquisition Corp. By-Laws
(filed as Exhibit 3.2 to the June 30, 1997 10-Q).*

3.3 Amended and Restated Certificate of Incorporation, dated April 24, 2000
(filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*

4.1 Indenture between Amphenol Corporation and IBJ Schroeder Bank and Trust
Company, as Trustee, dated as of May 15, 1997, relating to Senior
Subordinated Notes due 2007 (filed as Exhibit 4.1 to the June 30, 1997
10-Q).*

10.1 Amended and Restated Receivables Purchase Agreement dated as of May 19,
1997 among Amphenol Funding Corp., the Company, Pooled Accounts
Receivable Capital Corporation and Nesbitt Burns Securities, Inc., as
Agent (filed as Exhibit 10.1 to the June 30, 1997 10-Q).*

10.2 Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997
among the Originators named therein, Amphenol Funding Corp. and the
Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).*

10.3 Credit Agreement dated as of May 19, 1997 among the Company, Amphenol
Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the
Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent,
the Bank of New York, as Documentation Agent and Bankers Trust Company,
as Administrative Agent and Collateral Agent (filed as Exhibit 10.3 to
the June 30, 1997 10-Q).*

10.4 2000 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31,
1999 10-K).*

10.5 2001 Amphenol Incentive Plan.

10.6 2002 Amphenol Incentive Plan.

10.7 Pension Plan for Employees of Amphenol Corporation as amended and
restated effective January 1, 2002.

- -------------------------------------------------------
* Incorporated herein by reference as stated.

38

10.8 Amphenol Corporation Supplemental Employee Retirement Plan formally
adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996
10-K).*

10.9 LPL Technologies Inc. and Affiliated Companies Employee Savings/401 (k)
Plan, dated and adopted January 23, 1990 (filed as Exhibit 10.19 to the
1991 Registration Statement).*

10.10 Management Agreement between the Company and Dr. Martin H. Loeffler,
dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration
Statement).*

10.11 Amphenol Corporation Directors' Deferred Compensation Plan (filed as
Exhibit 10.11 to the December 31, 1997 10-K).*

10.12 Agreement and Plan of Merger among Amphenol Acquisition Corporation,
Allied Corporation and the Company, dated April 1, 1987, and the
Amendment thereto dated as of May 15, 1987 (filed as Exhibit 2 to the
1987 Registration Statement).*

10.13 Settlement Agreement among Allied Signal Inc., the Company and LPL
Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to
the 1991 Registration Statement).*

10.14 Registration Rights Agreement dated as of May 19, 1997, among NXS
Acquisition Corp., KKR 1996 Fund L.P., NXS Associates L.P., KKR Partners
II, L.P. and NXS I, L.L.C. (filed as Exhibit 99.5 to Schedule 13D,
Amendment No. 1, relating to the beneficial ownership of shares of the
Company's Common Stock by NXS I, L.L.C., KKR 1996 Fund, L.P., KKR
Associates (1996) L.P., KKR 1996 GP LLC, KKR Partners II, L.P., KKR
Associates L.P., NXS Associates L.P., KKR Associates (NXS) L.P., and
KKR-NXS L.L.C. dated May 27, 1997).*

10.15 Management Stockholders' Agreement entered into as of May 19, 1997
between the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the
June 30, 1997 10-Q).*

10.16 Management Stockholders' Agreement entered into as of May 19, 1997
between the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the
June 30, 1997 10-Q).*

10.17 Management Stockholders' Agreement entered into as of May 19, 1997
between the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the
June 30, 1997 10-Q).*

10.18 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as
Exhibit 10.16 to the June 30, 1997 10-Q).*

10.19 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries
(filed as Exhibit 10.19 to the June 30, 1998 10-Q).*

10.20 Non-Qualified Stock Option Agreement between the Company and Martin H.
Loeffler dated as of May 19, 1997 (filed as Exhibit 10.17 to the June 30,
1997 10-Q).*

10.21 Non-Qualified Stock Option Agreement between the Company and Edward G.
Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30,
1997 10-Q).*

10.22 Non-Qualified Stock Option Agreement between the Company and Timothy F.
Cohane dated as of
- --------------------------------------------------
* Incorporated herein by reference as stated.

39

May 19, 1997 (filed as Exhibit 10.19 to the June 30, 1997 10-Q).*

10.23 First Amendment to Amended and Restated Receivables Purchase Agreement
dated as of September 26, 1997 (filed as Exhibit 10.20 to the September
30, 1997 10-Q).*

10.24 Second Amendment to Amended and Restated Receivables Purchase Agreement
dated as of June 30, 2000 (filed as Exhibit 10.27 to the June 30, 2000
10-Q).*

10.25 Third Amendment to Amended and Restated Receivables Purchase Agreement
dated as of June 28, 2001 (filed as Exhibit 10.27 to the September 30,
2001 10-Q).*

10.26 Fourth Amendment to Amended and Restated Receivables Purchase Agreement
dated as of September 30, 2001 (filed as Exhibit 10.28 to the September
30, 2001 10-Q).*

10.27 Canadian Purchase and Sale Agreement dated as of September 26, 1997 among
Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation,
individually and as the initial servicer (filed as Exhibit 10.21 to the
September 30, 1997 10-Q).*

10.28 Amended and Restated Credit Agreement dated as of October 3, 1997 among
the Company, Amphenol Holding UK, Limited, Amphenol Commercial and
Industrial UK, Limited, the Lenders listed therein, The Chase Manhattan
Bank, as Syndication Agent, the Bank of New York, as Documentation Agent
and Bankers Trust Company, as Administrative Agent and Collateral Agent
(filed as Exhibit 10.22 to the September 30, 1997 10-Q).*

10.29 First Amendment dated as of May 1, 1998 to the Amended and Restated
Credit Agreement dated as of October 3, 1997 among the Company, Amphenol
Holding UK, Limited, Amphenol Commercial and Industrial UK, Limited, the
Lenders listed therein, The Chase Manhattan Bank, as Syndication Agent,
the Bank of New York, as Documentation Agent and Bankers Trust Company,
as Administrative Agent and Collateral Agent (filed as Exhibit 10.25 to
the March 31, 1998 10-Q).*

10.30 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and
Subsidiaries (filed as Exhibit 10.30 to the June 30, 2001 10-Q).*

10.31 Management Stockholders' Agreement entered into as of June 6, 2000
between the Company and Martin H. Loeffler.

10.32 Management Stockholders' Agreement entered into as of June 6, 2000
between the Company and Edward G. Jepsen.

10.33 Management Stockholders' Agreement entered into as of June 6, 2000
between the Company and Timothy F. Cohane.

10.34 Non-Qualified Stock Option Agreement between the Company and Martin H.
Loeffler dated as of June 6, 2000.

10.35 Non-Qualified Stock Option Agreement between the Company and Edward G.
Jepsen dated as of June 6, 2000.

- -------------------------------------------------
* Incorporated herein by reference as stated.

40

10.36 Non-Qualified Stock Option Agreement between the Company and Timothy F.
Cohane dated as of June 6, 2000.

11 Statement regarding computation of per share earnings.

12 Statement regarding computation of ratio of earnings to fixed charges.

22 Subsidiaries of the Company.

23 Consent of Deloitte & Touche LLP.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.

41

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND
SHAREHOLDERS OF AMPHENOL CORPORATION
Wallingford,Connecticut

We have audited the consolidated balance sheets of Amphenol Corporation and
subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2001, and have issued our
report thereon dated January 15, 2002 included elsewhere in this Form 10-K. Our
audits also included the financial statement schedule of Amphenol Corporation
listed in Item 14. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP
Hartford, Connecticut
January 15, 2002

42

SCHEDULE II

AMPHENOL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

(DOLLARS IN THOUSANDS)

43

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, there unto duly authorized in the Town of
Wallingford, State of Connecticut on the 28th day of March 2002.

AMPHENOL CORPORATION

/s/ Martin H. Loeffler
----------------------------
Martin H. Loeffler
Chairman, Chief Executive
Officer and President

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