10-K/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2002
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission file number 1-10879

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

Delaware (State or other jurisdiction of incorporation or organization)	22-2785165 (I.R.S. Employer 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 ý    No o

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

        Indicate by check mark whether the registrant is an accelerated filer (as indicated in Rule 12b-2 of the Act). Yes ý    No o

        The aggregate market value of Amphenol Corporation common stock, $.001 par value, held by non-affiliates was approximately $878 million based on the reported last sale price of such stock on the New York Stock Exchange on February 28, 2003.

        As of February 28, 2003 the total number of shares outstanding of registrant's common stock was 42,572,423.

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.

Explanatory Note

        This Amendment No. 1 to the Annual Report on Form 10-K of Amphenol Corporation is being filed in response to certain comments we received from the Staff of the Securities and Exchange Commission in connection with the Staff's review of our registration statement on Form S-3 originally filed on June 16, 2003. That registration statement incorporates this Annual Report by reference. This Amendment makes certain changes in the form of additional or supplemental disclosure to the following sections: Business (Item 1), Legal Proceedings (Item 3), Submission of Matters to a Vote of Security-Holders (Item 4), Market for Registrant's Common Equity and Related Stockholder Matters (Item 5), Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 7), and the Notes to the Consolidated Financial Statements (Item 8). This amended report continues to speak as of the date of the original filing of the Form 10-K for the fiscal year ended December 31, 2002, and it does not reflect any subsequent information or events other than the changes referred to above. While the additional or supplemental disclosure is intended to enhance an investor's understanding of certain aspects of our business and financial condition, we do not consider the changes taken as a whole to represent a material change to the disclosure previously presented in the Annual Report as originally filed.

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INDEX			Page
PART I			4
	Item 1.	Business	4
		General	4
		Business Segments	6
		International Operations	7
		Customers	8
		Manufacturing	8
		Research and Development	9
		Trademarks and Patents	9
		Competition	9
		Backlog	9
		Employees	9
		Other	9
		Cautionary Statements for Purposes of Forward Looking Information	10
	Item 2.	Properties	10
	Item 3.	Legal Proceedings	11
	Item 4.	Submission of Matters to a Vote of Security-Holders	12
	Item 4.	Executive Officers	12
PART II			14
	Item 5.	Market for the Registrant's Common Stock and Related Stockholder Matters	14
	Item 6.	Selected Financial Data	15
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 8.	Financial Statements and Supplementary Data	24
		Report of Management	24
		Independent Auditors' Report	24
		Consolidated Statement of Income	25
		Consolidated Balance Sheet	26
		Consolidated Statement of Changes in Shareholders' Equity	27
		Consolidated Statement of Cash Flow	28
		Notes to Consolidated Financial Statements	29
	Item 9.	Changes in and Disagreements with Independent Accountants on Accounting and Financial Disclosure	44
PART III			44
	Item 10.	Directors and Executive Officers of the Registrant	44
	Item 11.	Executive Compensation	44
	Item 12.	Security Ownership of Certain Beneficial Owners and Management	44
	Item 13.	Certain Relationships and Related Transactions	44
	Item 14.	Controls and Procedures	44
PART IV			45
	Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	45
		Signature of the Registrant	51
		Signatures of the Directors	51
		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	52

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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 Company was incorporated in 1987. Certain predecessor businesses, which now constitute part of the Company, have been in business since 1932. The primary end markets for the Company's products are:

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



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a broad range of industrial applications including factory automation and motion control systems, medical and industrial instrumentation, mass transportation and natural resource exploration, and automotive applications; and



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commercial and military aerospace applications.

        The Company's strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide basis while maintaining continuing programs of productivity improvement and cost control. For 2002, the Company reported net sales, operating income and net income of $1,062.0 million, $173.9 million and $80.3 million, respectively. The table below summarizes information regarding the Company's primary markets and end applications for the Company's products:

	Communications	Industrial/Automotive	Commercial and Military Aerospace
Percentage of Sales	52%	23%	25%
Primary End Applications	Voice •wireless handsets and personal communication devices •base stations and other wireless and telecommunications infrastructure	Factory automation Instrumentation and    medical systems Automobile safety     systems and other on board electronics Mass transportation Oil exploration Off-road construction	Military and     Commercial Aircraft •avionics •engine controls •flight controls •passenger related systems Missile systems Battlefield     communications Satellite and Space     Station programs
	Video •cable television networks and set top converters
	Data
	•cable modems
	•servers and storage systems
	•computers, personal computers and related peripherals
	•data networking equipment

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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 for communications equipment applications including the 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 and medical systems, mass transportation applications and automotive applications, including airbags, pretensioner seatbelts and other on board automotive 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.

        Industry analysts estimate that the worldwide market for interconnect products will grow approximately 6% in 2003. 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 47% in 2002. Industry analysts estimate that the total sales for the industry were approximately $30 billion in 2002.

        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 cable television. The Company's coaxial cable and connector 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 the developing international cable television market.

        The Company is a global manufacturer employing advanced manufacturing processes. The Company manufactures and assembles its products at facilities in the Americas, 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 2002, approximately 50% of the Company's net sales were in North America, 26% were in Europe and 24% 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 and additional segment financial data, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 7 in the Company's "Notes to Consolidated Financial Statements."

		2002		2001		2000
		(dollars in thousands)
Net trade sales by business segment:
	Interconnect products and assemblies	$	892,309	$	906,799	$	1,009,162
	Cable products		169,693		196,972		350,540
		$	1,062,002	$	1,103,771	$	1,359,702
Net trade sales by geographic area (1):
	United States operations	$	501,073	$	538,938	$	714,756
	International operations		560,929		564,833		644,946
		$	1,062,002	$	1,103,771	$	1,359,702

(1)

Based on customer location to which product is shipped.

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: engineered cable assemblies used in base stations for wireless communication systems and internet networking equipment; smart card acceptor devices used in mobile GSM telephones, cable modems and other applications to facilitate reading data from smart cards; 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 interconnect products and assemblies are also used in base stations, mobile communication devices 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, geophysical applications and off-road construction equipment. The Company also designs 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 airbags, pretensioner seatbelts,

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antilock braking systems and other on board automotive electronic 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 broad line 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 that 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. In addition, U.S. cable system designs are increasingly being employed in international markets where cable television penetration is generally lower than in the U.S. 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.

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 53% of the Company's sales for the year ended December 31, 2002 were outside the United States. Approximately 49% of such international sales were in Europe. The Company has manufacturing and assembly facilities in the United Kingdom, Germany, France, the Czech Republic, and 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, Latin America and Australia. Asian

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operations include manufacturing facilities in Japan, Taiwan, China, Korea, India and Malaysia. The Company's international manufacturing and assembly facilities generally serve the respective local markets and 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, China, India and Eastern Europe 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 4% of net sales for the year ended December 31, 2002. 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 comprehensive design capabilities, a broad selection of products and a high level of service 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 20% of the Company's 2002 sales. The Company's recognized brand names, including "Amphenol," "Times Fiber," "Tuchel," "Socapex," "Sine," "Spectra-Strip," "Pyle-National," "Matrix," "Kai Jack" 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.

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 operations in the Americas, 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 is continually evaluating and adjusting its expense levels and workforce to reflect current business conditions and maximize the return on capital investments.

        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 platingäminum, 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.

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Research and Development

        The Company's research and development expense for the creation of new and improved products and processes was $24.2 million, $22.6 million and $23.5 million for 2002, 2001 and 2000, 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 and systems that meet customer needs. The Company focuses 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. The Company also regards its trademarks "Amphenol," "Times Fiber," "Tuchel," "Socapex," "Sine," "Spectra-Strip," "Pyle-National," "Matrix," "Kai Jack" and others to be of value in its businesses. The Company has exclusive rights in all its major markets to use these registered trademarks. While the Company considers its patents and trademarks to be valuable assets, the Company does not believe that its competitive position is dependent on patent or trademark protection or that its operations are dependent on any individual patent or trademark.

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 $224.0 million and $229.0 million at December 31, 2002 and 2001, 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. 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, 2002, the Company had approximately 11,100 full-time employees worldwide. Of these employees, approximately 8,300 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. The Company believes that it has a good relationship with its unionized and non-unionized employees.

Other

        The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available, without charge, on the Company's web site, www. amphenol.com, as soon as reasonably practicable after they are filed electronically with the SEC. Copies are also available without charge, from Amphenol Corporation, Investor Relations, 358 Hall Avenue, Wallingford, CT 06492.

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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:

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



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



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



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



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



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



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Rapid escalation of the cost of regulatory compliance and litigation.



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



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



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Difficulties and unanticipated expense of assimilating newly-acquired businesses.



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



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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.



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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.

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, 2002, 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 2.4 million square feet, of which 1.3 million square feet were leased.

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        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, 2002, approximately $29.1 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 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. The administative consent order requires the Company to investigate the problem at the disposal site, propose a solution, design a system for cleanup and implement it. 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

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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 certain of its other manufacturing facilities and has been named as a potentially responsible party for cleanup costs at other off-site disposal sites. All such environmental matters referred to in this paragraph are covered by the Honeywell agreement. During 2002, the Company incurred costs of approximately $.7 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 2003 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.

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

        No matters were submitted to a vote of our shareholders during the last quarter of the year ended December 31, 2002.

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, 2002. 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

12

are elected to hold office until their successors are chosen and qualified, of until their earlier resignation or removal.

Name	Age	Position
Martin H. Loeffler	58	Chairman of the Board, Chief Executive Officer and President
Edward G. Jepsen	59	Executive Vice President and Chief Financial Officer
Timothy F. Cohane	50	Senior Vice President
Edward C. Wetmore	46	Secretary and General Counsel
Diana G. Reardon	43	Controller and Treasurer

        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 prior thereto Senior Vice President and Director of Finance since November 1988.

        Timothy F. Cohane has been Senior Vice President of Amphenol since December 1994 and prior thereto 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 prior thereto 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 2002 and 2001 as reported on the New York Stock Exchange.

	2002		2001
	High	Low	High	Low
First Quarter	51.75	40.25	50.75	28.30
Second Quarter	49.00	35.50	57.99	29.11
Third Quarter	42.46	30.11	45.95	32.00
Fourth Quarter	45.81	27.47	52.95	32.50

        As of February 28, 2003 there were 71 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 49.1% of the Company's Class A Common Stock as of December 31, 2002. The Company pays KKR an annual fee of $1.0 million for management consulting and financial services.

        The following table summarizes our equity compensation plan information as of December 31, 2002:

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	2,678,679	$	20.93	217,065
Equity compensation plans not approved by security holders	—		—	—
Total	2,678,679	$	20.93	217,065

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Item 6. Selected Financial Data
(dollars in thousands, except per share data)

		Year Ended December 31,
		2002		2001		2000		1999			1998
Operations
Net sales		$	1,062,002	$	1,103,771	$	1,359,702	$	1,010,603		$	918,877
Income before extraordinary item			80,344		83,710		107,904		44,295			36,510
Extraordinary loss									(8,674	)
Net income			80,344		83,710		107,904		35,621			36,510
Net income per common share—Diluted:
	Income before extraordinary item		1.85		1.95		2.52		1.21			1.02
	Extraordinary loss								(.24	)
	Net income		1.85		1.95		2.52		.97			1.02
Financial Position
Working capital		$	153,250	$	166,857	$	170,131	$	189,252		$	163,508
Total assets			1,078,908		1,026,743		1,004,322		836,376			807,401
Current portion of long-term debt			78,363		59,705		28,130		16,829			1,655
Long-term debt			565,885		660,614		700,216		745,658			952,469
Shareholders' equity (deficit)			166,982		103,933		29,234		(81,166	)		(292,257	)
Weighted average shares outstanding—diluted			43,445,600		42,997,121		42,878,922		36,664,016			35,884,794

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, 2002 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 as a percentage of net sales for the periods indicated.

	Year Ended December 31,
	2002		2001		2000
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales, excluding depreciation and amortization	65.9		63.8		65.2
Depreciation and amortization expense	3.3		2.9		2.1
Selling, general and administrative expense	14.4		14.1		13.7
Amortization of goodwill			1.3		1.0
Operating income	16.4		17.9		18.0
Interest expense	(4.3	)	(5.1	)	(4.6	)
Other expenses, net	(.5	)	(.5	)	(.7	)
Income before income taxes	11.6		12.3		12.7
Provision for income taxes	(4.0	)	(4.7	)	(4.8	)
Net income	7.6	%	7.6	%	7.9	%

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2002 Compared to 2001

        Net sales were $1,062.0 million for the year ended December 31, 2002 compared to $1,103.8 million for 2001. Sales of interconnect products and assemblies decreased 2% compared to 2001 ($892.3 million in 2002 versus $906.8 million in 2001). Such decrease is primarily attributable to decreased sales (approx. $52.8 million) of products and interconnect systems for telecom infrastructure, datacom and industrial markets. These declines occurred primarily in North America and to a lesser extent in Europe and resulted from a generally slowing economy and a continuing slowdown in communication related markets. Major OEM customers that manufacture equipment for telecom infrastructure (including wireless) and internet related applications experienced a slowdown in purchases from system operators due to a variety of factors including the availability of capital and a shortfall from expectations of demand. Such declines were partially offset by increased sales (approx. $38.3 million) of products and interconnect systems for military aerospace, automotive and wireless handset markets. The increase in sales of military aerospace products (approximately $12 million), relates primarily to the acquisition of a backplane assembly business in North America. The increase in automotive sales (approximately $11 million), occurred primarily in North America and relates to the increasing use of electronic componentry in automobiles. The increase in sales in the wireless handset market (approximately $15 million), reflects the strong market for these products in Asia. Sales of cable products decreased 14% compared to 2001 ($169.7 million in 2002 versus $197.0 million in 2001). Such decrease is primarily attributable to a slowdown in capital spending by U.S. and international cable television operators. The lower levels of spending are not expected to change significantly in the near term.

        Geographically, sales in the U.S. in 2002 decreased approximately 7% compared to 2001 ($501.1 million in 2002 versus $538.9 million in 2001); international sales for 2002 decreased approximately 1% in U.S. dollars ($560.9 million in 2002 versus $564.8 million in 2001) and decreased approximately 3% in local currency compared to 2001. The comparatively weaker U.S. dollar in 2002 had the currency effect of increasing net sales by approximately $14.4 million when compared to foreign currency translation rates in 2001.

        The gross profit margin as a percentage of net sales (including depreciation in cost of sales) was 31% for 2002 compared to 33% for 2001. The decrease in gross profit margin is generally attributable to a difficult pricing environment, particularly in the communications markets, and the adverse effect on production costs of the lower sales volume, partially offset by cost reduction programs relating to purchased materials and services and a shift of headcount from high cost to low cost labor areas. The pricing environment in communication related markets is expected to remain difficult in the near term.

        Selling, general and administrative expenses were $152.9 million and $155.8 million in 2002 and 2001 respectively, and remained constant at approximately 14% of sales. Research and development expenditures increased approximately $1.6 million, reflecting increases in expenditures for new product development. Selling and marketing expenses remained constant at approximately 7% of sales. Shipping expense, which relates primarily to sales of cable products to the Broadband market, declined approximately $2.6 million, commensurate with sales declines for those products. Administration expenses were down by approximately $1.5 million due to a reduction in compensation cost.

        Goodwill amortization expense was nil in 2002, as a result of adopting FAS No.142; whereas goodwill amortization was $14.3 million in 2001.

        Interest expense was $45.9 million for 2002 compared to $56.1 million for 2001. The decrease is primarily attributable to lower average debt levels and lower interest rates. At current interest rates, interest expense for 2003 is expected to be approximately $35 million.

        Other expenses, net for 2002 and 2001 was $5.4 million and $5.6 million, respectively. Other expenses, net, is comprised primarily of foreign currency transaction gains and losses ($2.7 million loss

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in 2002 and $1.4 million gain in 2001), reflecting the relative weakness of the U.S. dollar in 2002 and strength in 2001, program fees on sale of accounts receivable ($1.8 million in 2002 and $3.9 million in 2001), reflecting lower receivable sales and fee rates in 2002, minority interests ($1.8 million in 2002 and 2001) and agency and commitment fees on the Company's credit facilities ($.6 million in 2002 and $.5 million in 2001). In addition, in 2002 the Company realized $1.5 million of income relating to a license fee settlement. 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 2002 was at an effective rate of 35% compared to 38% in 2001. For 2001, the effective tax rate, excluding non-deductible goodwill amortization,was 35%.

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. These declines occurred primarily in North America and to a lesser extent in Europe and resulted from a generally slowing economy and a significant slowdown in communication related markets. Major OEM customers that manufacture equipment for telecom infrastructure (including wireless) and internet related applications experienced a slowdown in purchases from system operators due to a variety of factors including the availability of capital and a shortfall from expectations of demand. Such declines were partially offset by increased sales of products and interconnect systems for military aerospace and automotive markets. The increase in sales in military aerospace products (approximately $40 million) occurred primarily in North America and Europe and relates to increases in defense expenditures and products for avionics packaging applications. Approximately $29 million of the increase related to two acquisitions completed in 2001. The increase in automotive sales of approximately $10 million related to the acquisition of a European cable assembly business. 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 25% compared to 2000 ($538.9 million in 2001 versus $714.8 million in 2000); international sales for 2001 decreased approximately 12% in U.S. dollars ($564.8 million in 2001 versus $644.9 million in 2000) and decreased approximately 9% 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, the most significant of which was a worldwide headcount reduction, throughout the year, of approximately 2,000 people to adjust to lower sales volume levels. In addition, the Company instituted programs to lower the cost of purchased materials and services.

        Selling, general and administrative expenses were $155.8 million and $186.1 million in 2001 and 2000 respectively, and remained constant at approximately 14% of sales. Research and development expenditures declined approximately $1.0 million, reflecting reduction in expenditures on new product development and push out of customer programs. Selling and marketing expenses declined approximately $17.0 million commensurate with the decline in sales reflecting reduced commission and other variable sales related expenses. Shipping expense, which relates primarily to sales of cable products to the broadband market, declined $8.6 million, commensurate with the decline in cable sales.

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Administrative expenses declined approximately $3.7 million due to a reduction in compensation expense.

        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. Other expenses, net, is comprised primarily of foreign currency transaction gains and losses ($1.4 million gain in 2001 and $3.3 million gain in 2000), reflecting the relative strength of the U.S. dollar, program fees on sale of accounts receivable ($3.9 million in 2001 and $5.5 million in 2000), reflecting lower receivable sales and fee rates in 2001, minority interests ($1.8 million in 2001 and $5.4 million 2000), reflecting the purchase of additional interests in certain companies, and agency and commitment fees on the Company's credit facilities ($.5 million in 2001 and $.7 million in 2000). 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.

Liquidity and Capital Resources

        Cash provided by operating activities totaled $131.6 million, $118.9 million, and $154.2 million for 2002, 2001 and 2000, respectively. The increase in cash from operating activities in 2002 compared to 2001 is primarily attributable to a net decrease in non-cash components of working capital offset in part by a decrease in net income. In 2001 the decrease in cash from operating activities 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.

        The non-cash components of working capital decreased $15.8 million in 2002 due primarily to a $12.9 million decrease in inventory as inventory levels were reduced in response to lower sales levels. Inventory turnover remained constant at approximately 3.5x.

        The non-cash components of working capital increased $10.0 million in 2001. Accounts receivable, accounts payable and accrued liabilities declined $74.9, $44.2 and $34.5 million, respectively, for a net $3.8 million increase in the non-cash components of working capital. These reductions were driven primarily by lower sales volume, and in the case of accrued liabilities, increased income tax payments. Inventory increased approximately $2.8 million, inventory turnover which had improved to 4.6x in 2000 as sales levels significantly increased, returned to historical levels of approximately 3.5x in 2001. In addition, accrued interest declined $2.1 million.

        The non-cash components of working capital increased $5.1 million in 2000. Accounts receivable, inventory, accounts payable and accrued liabilities increased $70.9, $4.4, $41.4 and $26.3 million, respectively, for a net $7.6 million increase in the non-cash component of working capital. These increases were driven primarily by higher sales volume. In addition, accounts receivable increased approximately $19.8 million due to an increase of 5 days in days sales outstanding, computed before receivables sales, to 64 days at December 31, 2000. Inventory turnover improved to 4.6x in 2000 from historical levels of approximately 3.5x in 1999, as a relatively small amount of inventory was added to accommodate the significant sales increases.

        Accounts receivable increased $18.0 million, primarily due to an $11 million reduction in sales of receivables (further discussed below), and an $8.4 million increase due to translation resulting from the relatively weakened U.S. dollar at December 31, 2002 compared to December 31, 2001. Days sales outstanding, computed before sales of receivables, increased one day to 66 days, offset by an increase of approximately $3.6 million in the bad debt reserve. Inventory decreased $2.7 million to $205.6 million, a reduction of $12.9 million in response to lower sales levels, was primarily offset by an increase of $8.7 million due to translation resulting from the relatively weakened U.S.dollar at December 31, 2002 compared to December 31, 2001, and inventory from acquired companies.

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Inventory turnover remained constant at 3.5x. Prepaid expenses and other assets and deferred taxes and other assets, increased $11.0 million to $31.6 million and $12.4 million to $37.8 million, respectively, reflecting the increase in deferred taxes, the details of which are included in Note 3 to the Company's Consolidated Financial Statements. Goodwill increased $26.4 million to $486.8 million as a result of acquisitions completed in 2002. Land and depreciable assets, net, declined $4.2 million to $160.7 million reflecting capital expenditures of $18.8 million, assets from acquisitions of approximately $6.5 million, an increase of $4.9 million due to translation resulting from the relatively weakened U.S. dollar at December 31, 2002 compared to December 31, 2001, and depreciation of $34.4 million. Accrued pension and post employment benefit obligations increased $66.7 million due to an increase in the additional minimum pension liability for the Company's defined benefit plan as discussed in "Pensions" below. Deferred taxes and other liabilities declined $15.4 million to $7.7 million, reflecting the reduction in the liability recorded at December 31, 2001 for the revaluation of interest rate derivatives. As noted in "Interest Rate Risk" below, such agreements expired in 2002.

        Cash from operating activities was used for capital expenditures ($18.8 million, $38.6 million and $53.1 million in 2002, 2001 and 2000, respectively), and acquisitions ($33.8 million, $60.5 million, and $67.7 million in 2002, 2001 and 2000, respectively).

        The Company has a bank loan agreement (Bank Agreement) which includes a Term Loan, consisting of a Tranche A and B,and a $150 million revolving credit facility. At December 31, 2002, the Tranche A had a balance of $179.5 million and matures over the period 2003 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, 2002 was $142.8 million, after reduction of $7.2 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 requires that the Company satisfy certain financial covenants including an interest coverage ratio of higher than 2x (EBITDA divided by interest expense) and a leverage test (Debt divided by EBITDA) lower than 4x. At December 31, 2002 such ratios as defined in the Bank Agreement were 4.63x and 3.02x, respectively. The Bank Agreement also includes limitations with respect to, among other things, indebtedness in excess of $50 million for capital leases, $200 million for general indebtedness and $200 million for acquisition indebtedness, of which approximately $2 million, $26 million and $0 were outstanding at December 31, 2002, and restricted payments, including dividends on the Company's common stock, in excess of 50% of consolidated cumulative net income, or approximately $187 million at December 31, 2002.

        The Company is currently pursuing a refinancing of its senior credit facilities. The new credit facilities would be used to replace the Company's existing credit facilities, and may be used to redeem all or a portion of the Company's outstanding senior subordinated notes. The objective of the proposed refinancing is to extend the maturities of debt coming due in 2004 to 2006 so as to give the Company more options in utilizing cash flow generated from operations to grow and expand the business without increasing the Company's interest cost. There can be no assurance that the refinancing will be completed or the refinancing objectives will be achieved.

        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 Company services, administers and collects the receivables on behalf of the purchaser. The agreement provides certain covenants and provides for various events of termination. The agreement expires in May 2004 with respect to $60.0 million of accounts receivable and expires in July 2003 with respect to an additional $25.0 million of accounts receivable. At December 31, 2002, approximately $63.2 million of receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Consolidated Balance Sheet.

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        The Company's primary ongoing cash requirements will be for operating and capital expenditures, product development activities and debt service. The Company's debt service requirements consist primarily of principal and interest on bank borrowings and interest on its 9⁷/8% Senior Subordinated Notes due 2007 ("Notes"). The Company's primary sources of liquidity are internally generated cash flow, the Company's revolving credit facility and the sale of receivables under the Company's accounts receivable agreement. The Company expects that ongoing requirements for 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 2003 will be approximately $28 million. The Company's required debt and capital lease amortization in 2003 is $78.4 million; the Company's required cash interest payments for 2003, at current interest rates, are estimated at approximately $33 million. The Company may also use cash to fund part or all of the cost of future acquisitions. Management believes that the Company's working capital position, ability to generate strong cash flow from operations and access to credit markets will allow it to meet its obligations for the next twelve months and the foreseeable future.

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, 2002, approximately $29.1 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. The environmental cleanup matters identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

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

20

material costs are generally dollar based on a worldwide scale, such as basic metals and petroleum derived materials.

Recent Accounting Changes

        Effective January 1, 2002, the Company adopted FAS No.143, "Accounting for Asset Retirement Obligations" and FAS No.144 "Accounting for the Impairment or Disposal of Long-Lived Assets". FAS No. 143 addresses the recognition and remeasurement of obligations associated with the retirement of tangible long-lived assets. FAS No.144 addresses accounting and reporting for the impairment or disposal of long-lived assets, including discontinued operations. There was no effect to the Company's Consolidated Financial Statements as a result of such adoption.

        In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146 (FAS 146), "Accounting for Costs Associated with Exit or Disposal Activities". The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and requires that a liability for such costs be recognized and measured in the period in which a liability is incurred. The statement is effective beginning January 1, 2003, and is not expected to have a material impact on the Company's Consolidated Financial Statements.

        In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". The Interpretation addresses the disclosures to be made by a guarantor in its financial statements about its obligations under guarantee. In addition, it also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure provisions became effective December 15, 2002 and had no material impact on the Company's Consolidated Financial Statements.

        In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148 (FAS 148), "Accounting for Stock-Based Compensation Transition and Disclosure". FAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has elected to continue to apply APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options,and the disclosures required by FAS 123 and 148 are included in Notes 1 and 4 to the Company's Consolidated Financial Statements.

        In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities". It requires that the assets, liabilities and results of the activity of variable interest entities be consolidated into the financial statements of the company that has controlling financial interest. It also provides the framework for determining whether a variable interest entity should be consolidated based on voting interest or significant financial support provided to it. This Interpretation is effective July 1, 2003, and is not expected to have a material impact on the Company's Consolidated Financial Statements.

Pensions

        The Company and its domestic subsidiaries have a defined benefit pension plan ("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 also have defined benefit plans covering their employees.

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        Our pension cost (credit) for all pension plans approximated $.7 million, $(.3) million and $(.3) million in 2002, 2001, and 2000, respectively, and is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including an expected long-term rate of return on Plan assets. In developing our expected long-term rate of return assumption, we evaluated input from our actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. We also considered our historical 13 year compounded return of 10.8%, which has been in excess of these broad equity and bond benchmark indices. Our expected long-term rate of return on Plan assets is based on an asset allocation assumption of 60% with equity managers, with an expected long-term rate of return of 11%, 25% with fixed income managers, with an expected long-term rate of return of 6.75% and 15% with high yield bond managers, with an expected rate of return of 8.5%. Because of market fluctuation, our actual asset allocation as of December 31, 2002 was 50% with equity managers and 50% with fixed income managers, including high yield managers. We believe, however, that our long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers. We regularly review our actual asset allocation and periodically rebalance our investments to our targeted allocation when considered appropriate. Based on this methodology the Company reduced the expected long-term rate of return assumption by 100 basis points to 9.5% beginning in 2003. This will have the effect of increasing pension expense in 2003 by approximately $2 million.

        The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The discount rate on this basis has decreased from 7.25% at December 31, 2001 to 6.5% at December 31, 2002. This will have the effect of increasing pension expense in 2003 by approximately $2 million. Although future changes to the discount rate are unknown, had the discount rate increased or decreased 50 basis points, the pension liability would have decreased $9.5 million or increased $10.4 million, respectively.

        The financial markets have declined significantly in recent years, which has had an adverse effect on Plan assets. In 2002, this resulted in a $42.5 million non-cash charge to the accumulated other comprehensive loss account component of stockholders' equity. Such charge represents an increase in the accrued pension liabilities of $67.0 million, net of deferred taxes. The Company estimates that, based on current actuarial calculations, it will make a cash contribution to the pension plans in 2003 of approximately $7.0 million. Cash contributions in subsequent years will depend on a number of factors including the investment performance of Plan assets.

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.

22

        Depreciable Assets—Property, plant and equipment are carried at cost less accumulated depreciation. The appropriateness and the recoverability of the carrying value of such assets are 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.

Disclosures about contractual obligations and commitments

        The following table summarizes the Company's known obligations to make future payments pursuant to certain contracts as of December 31, 2002, as well as an estimate of the timing in which these obligations are expected to be satisfied:

Contractual Obligations	Total		Lesss than 1 year		1-3 years		4-5 years		More than 5 years
	(dollars in thousands)
Long-Term Debt	$	642,275	$	77,026	$	234,574	$	330,675
Capital Lease Obligations		1,973		1,337		636
Operating Leases		37,820		12,968		13,376		4,923		6,553
Purchase Obligations		39,958		37,633		2,015		223		87
Other Long-Term Liabilities		3,250		1,125		1,125		1,000
Total	$	725,276	$	130,089	$	251,726	$	336,821	$	6,640

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 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 has utilized interest rate swap agreements to manage and mitigate its exposure to changes in interest rates. The Company had two fixed rate interest swap agreements totaling $450 million that expired in 2002. At December 31, 2002, the Company's average LIBOR rate was 1.9%. A 10% change in the LIBOR interest rate at December 31, 2002 would have the effect of increasing or decreasing interest expense by approximately $.3 million. The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2003, although there can be no assurances that interest rates will not significantly change.

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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, 2002 and 2001, 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, 2002. 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, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 1 to the Consolidated Financial Statements, the Company changed its method of accounting for goodwill and other intangible assets to conform to Statement of Financial Accounting Standards No. 142.

/s/  DELOITTE & TOUCHE LLP     
Hartford, Connecticut
January 14, 2003

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Consolidated Statement of Income
(dollars in thousands, except per share data)

		Year Ended December 31,
		2002			2001			2000
Net sales		$	1,062,002		$	1,103,771		$	1,359,702
Costs and expenses:
	Cost of sales, excluding depreciation and amortization		700,302			704,278			886,385
	Depreciation and amortization expense		34,825			32,316			29,448
	Selling, general and administrative expense		152,928			155,810			186,052
	Amortization of goodwill					14,340			13,394
Operating income			173,947			197,027			244,423
Interest expense			(45,930	)		(56,099	)		(61,710	)
Other expenses, net			(5,355	)		(5,573	)		(9,495	)
Income before income taxes			122,662			135,355			173,218
Provision for income taxes			(42,318	)		(51,645	)		(65,314	)
Net income		$	80,344		$	83,710		$	107,904
Net income per common share—Basic		$	1.89		$	2.00		$	2.59
Average common shares outstanding—Basic			42,445,849			41,920,616			41,584,069
Net income per common share—Diluted		$	1.85		$	1.95		$	2.52
Average common shares outstanding—Diluted			43,445,600			42,997,121			42,878,922

25

Consolidated Balance Sheet
(dollars in thousands, except per share data)

			December 31,
			2002			2001
Assets
Current Assets:
	Cash and short-term cash investments		$	20,659		$	27,975
	Accounts receivable, less allowance for doubtful accounts of $8,812 and $5,191			131,252			113,370
	Inventories:
		Raw materials and supplies		38,133			41,514
		Work in process		111,337			111,409
		Finished goods		56,173			55,393
				205,643			208,316
	Prepaid expenses and other assets			31,610			20,596
		Total current assets		389,164			370,257
Land and depreciable assets:
	Land			12,679			11,430
	Buildings			95,578			89,104
	Machinery and equipment			337,860			315,554
				446,117			416,088
	Less accumulated depreciation			(285,427	)		(251,201	)
				160,690			164,887
Deferred debt issuance costs				4,382			5,795
Goodwill				486,841			460,442
Deferred taxes and other assets				37,831			25,362
			$	1,078,908		$	1,026,743
Liabilities & Shareholders' Equity
Current Liabilities:
	Accounts payable		$	88,533		$	80,501
	Accrued interest			4,957			8,499
	Accrued salaries, wages and employee benefits			24,568			24,700
	Other accrued expenses			39,493			29,995
	Current portion of long-term debt			78,363			59,705
		Total current liabilities		235,914			203,400
Long-term debt				565,885			660,614
Accrued pension and post employment benefit obligations				102,418			35,687
Deferred taxes and other liabilities				7,709			23,109
Commitments and contingent liabilities (Notes 2, 6 and 9)
Shareholders' Equity:
	Class A Common Stock, $.001 par value; 100,000,000 shares authorized; 42,571,623 and 42,300,068 shares outstanding at December 31, 2002 and 2001, respectively			43			42
	Additional paid-in capital (deficit)			(274,282	)		(280,224	)
	Accumulated earnings			522,440			442,096
	Accumulated other comprehensive loss			(81,219	)		(57,981	)
		Total shareholders' equity		166,982			103,933
			$	1,078,908		$	1,026,743

See accompanying notes to consolidated financial statements.

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Consolidated Statement of Changes in Shareholders' Equity
(dollars in thousands, except per share data)

			Common Stock		Additional Paid-In Capital (Deficit)			Comprehensive Income			Accumulated Earnings		Accumulated Other Comprehensive Loss			Total Shareholders' Equity (Deficit)
Balance December 31, 1999			$	41	$	(318,661	)				$	250,482	$	(13,028	)	$	(81,166	)
Comprehensive income:
	Net income							[$	107,904	]		107,904					107,904
	Other comprehensive loss, net of tax:
		Translation adjustments							(10,702	)				(10,702	)		(10,702	)
Comprehensive income								[$	97,202	]
Stock options exercised, including tax benefit						2,501											2,501
Deferred compensation						180											180
279,414 shares issued in connection with acquisitions				1		10,516											10,517
Balance December 31, 2000				42		(305,464	)					358,386		(23,730	)		29,234
Comprehensive income:
	Net income							[$	83,710	]		83,710					83,710
	Other comprehensive loss, net of tax:
		Translation adjustments							(9,612	)				(9,612	)		(9,612	)
		Revaluation of interest rate derivatives							(8,837	)				(8,837	)		(8,837	)
		Minimum pension liability adjustment							(15,802	)				(15,802	)		(15,802	)
	Other comprehensive loss								(34,251	)
Comprehensive income								[$	49,459	]
Deferred compensation						240											240
606,796 shares issued in connection with acquisition						25,000											25,000
Balance December 31, 2001				42		(280,224	)					442,096		(57,981	)		103,933
Comprehensive income:
	Net income							[$	80,344	]		80,344					80,344
	Other comprehensive loss, net of tax:
		Translation adjustments							10,377					10,377			10,377
		Expiration of interest rate derivatives							8,837					8,837			8,837
		Minimum pension liability adjustment							(42,452	)				(42,452	)		(42,452	)
	Other comprehensive loss								(23,238	)
Comprehensive income								[$	57,106	]
Deferred compensation						166											166
Stock options exercised, including tax benefit				1		5,776											5,777
Balance December 31, 2002			$	43	$	(274,282	)				$	522,440	$	(81,219	)	$	166,982

See accompanying notes to consolidated financial statements.

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Consolidated Statement of Cash Flow
(dollars in thousands, except per share data)

			Year Ended December 31,
			2002			2001			2000
Net income			$	80,344		$	83,710		$	107,904
Adjustments for cash from operations:
	Depreciation and amortization			34,825			32,316			29,448
	Amortization of goodwill						14,340			13,394
	Amortization of deferred debt issuance costs			1,413			2,235			2,237
	Net change in:
		Accounts receivable		1,054			74,924			(70,879	)
		Inventory		12,897			(2,793	)		(4,402	)
		Prepaid expenses and other assets		1,951			(1,331	)		1,213
		Accounts payable		3,701			(44,206	)		41,440
		Accrued liabilities		(305	)		(34,470	)		26,257
		Accrued interest		(3,530	)		(2,099	)		1,332
		Accrued pension and post employment benefits		121			(1,827	)		2,052
		Deferred taxes and other liabilities		(625	)		(1,492	)		6,886
		Other		(283	)		(457	)		(2,729	)
		Cash flow provided by operations		131,563			118,850			154,153
Cash flow from investing activities:
	Additions to property, plant and equipment			(18,816	)		(38,555	)		(53,105	)
	Investments in acquisitions			(33,796	)		(60,518	)		(67,716	)
		Cash flow used by investing activities		(52,612	)		(99,073	)		(120,821	)
Cash flow from financing activities:
	Net change in borrowings under revolving credit facilities			(17,839	)		24,413			(6,308	)
	Decrease in borrowings under Bank Agreement			(63,205	)		(30,000	)		(42,252	)
	Net change in receivables sold			(11,000	)		(10,800	)		25,000
	Proceeds from exercise of stock options including tax benefit			5,777						1,915
		Cash flow used by financing activities		(86,267	)		(16,387	)		(21,645	)
Net change in cash and short-term cash investments				(7,316	)		3,390			11,687
Cash and short-term cash investments balance, beginning of period				27,975			24,585			12,898
Cash and short-term cash investments balance, end of period			$	20,659		$	27,975		$	24,585
Cash paid during the year for:
	Interest		$	48,059		$	55,425		$	58,521
	Income taxes paid, net of refunds			34,061			60,662			54,429

See accompanying notes to consolidated financial statements.

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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.

Reclassifications

        Certain reclassifications have been made to the prior years' financial statements to conform to the 2002 classifications.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its subsidiaries. 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.

29

Goodwill

        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 at December 31, 2001. 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 is not amortized. The Company adopted the additional provisions of FAS No. 142 effective January 1, 2002, which include provisions for annual evaluations for impairment of goodwill. The Company performs its annual evaluation for the impairment of goodwill for each of the Company's reporting units, in accordance with FASB 142, as of June 30. The Company has defined its reporting units as the operating segments within its two reportable business segments "Interconnect Products and Assemblies" and "Cable Products", as the components of these operating segments have similar economic characteristics. Goodwill impairment for each reporting unit is evaluated using a two step approach requiring the Company to determine the fair value of the reporting unit and compare that to the carrying value including goodwill. If the carrying value exceeded the fair value, the goodwill of the reporting unit would be potentially impaired and a second step of additional testing would be performed to measure the impairment loss. As of June 30, 2002, the fair market value of the Company's reporting units exceeded the carrying value and therefore no impairment was recognized. In 2002, goodwill increased by $26,399 primarily as a result of five relatively minor acquisitions with a total acquisition price of $26,970, less the fair value of net assets acquired of $4,951, and the acquisition of additional minority interests in two subsidiaries with a purchase price of $6,826 for such interests, less the proportional fair value of net assets acquired of $2,446. The increase in goodwill by segment was $21,322 and $5,077 for interconnect products and assemblies and cable products, respectively. Pro forma information for 2001 and 2000 as if goodwill had not been amortized is as follows:

	2001						2000
	Earnings Per Share						Earnings Per Share
	Net Income		Basic		Diluted		Net Income		Basic		Diluted
As reported	$	83,710	$	2.00	$	1.95	$	107,904	$	2.59	$	2.52
Goodwill amortization		14,340		.34		.33		13,394		.33		.31
Pro forma	$	98,050	$	2.34	$	2.28	$	121,298	$	2.92	$	2.83

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 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

30

Company as well as amortization of a transition obligation recognized on adoption of the accounting principle.

Stock Options

        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 provisions of FAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below:

		2002			2001			2000
Net income		$	80,344		$	83,710		$	107,904
Less: Total stock based compensation expense determined under Black-Scholes option pricing model, net of related tax effects			(6,559	)		(8,636	)		(6,006	)
Pro forma net income		$	73,785		$	75,074		$	101,898
Earnings Per Share:
	Basic-as reported	$	1.89		$	2.00		$	2.59
	Basic-pro forma	$	1.74		$	1.79		$	2.45
Diluted-as reported		$	1.85		$	1.95		$	2.52
Diluted-pro forma		$	1.70		$	1.75		$	2.38

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

	2002		2001		2000
Risk free interest rate	2.7	%	4.3	%	5.1	%
Expected life	5 years		5 years		4 years
Expected volatility	40.0	%	54.0	%	67.0	%
Expected dividend yield	0.0	%	0.0	%	0.0	%

        The weighted-average fair values of options granted during 2002, 2001 and 2000 were $17.07, $20.98 and $27.04, respectively.

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. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered.

31

Foreign Currency Translation

        The financial position and results of operations of all of the Company's significant foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated at current exchange rates, and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments so calculated is included as a component of accumulated other comprehensive loss within shareholders equity. Transaction gains and losses are included in other expense, net.

Research and Development

        Research and development expense for the creation of new and improved products and processes were $24,183, $22,604 and $23,505, for the years 2002, 2001 and 2000, 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. 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. At December 31, 2002 the Company had no derivative financial instruments.

Recent Accounting Changes

        Effective January 1, 2002, the Company adopted FAS No. 143, "Accounting for Asset Retirement Obligations" and FAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". FAS

32

No. 143 addresses the recognition and remeasurement of obligations associated with the retirement of tangible long-lived assets. FAS No. 144 addresses accounting and reporting for the impairment or disposal of long-lived assets, including discontinued operations. There was no effect to the Company's Consolidated Financial Statements as a result of such adoption.

        In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.146 (FAS 146), "Accounting for Costs Associated with Exit or Disposal Activities". The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and requires that a liability for such costs be recognized and measured in the period in which a liability is incurred. The statement is effective beginning January 1, 2003, and is not expected to have a material impact on the Company's Consolidated Financial Statements.

        In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". The Interpretation addresses the disclosures to be made by a guarantor in its financial statements about its obligations under guarantee. In addition, it also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure provisions became effective December 15, 2002 and have no material impact on the Company's Consolidated Financial Statements.

        In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148 (FAS 148), "Accounting for Stock-Based Compensation—Transition and Disclosure". FAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has elected to continue to apply APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options, and the disclosures required by FAS 123 and 148 are included in Notes 1 and 4 to the Company's Consolidated Financial Statements.

        In January 2003, the Financial Accounting Standards Board issued Interpretation No.46 (FIN 46), "Consolidation of Variable Interest Entities". It requires that the assets, liabilities and results of the activity of variable interest entities be consolidated into the financial statements of the company that has controlling financial interest. It also provides the framework for determining whether a variable interest entity should be consolidated based on voting interest or significant financial support provided to it. This Interpretation is effective July 1, 2003, and is not expected to have a material impact on the Company's Consolidated Financial Statements.

33

Note 2—Long-Term Debt

        Long-term debt consists of the following:

					December 31,
		Interest Rate at December 31, 2002
				Maturity	2002		2001
Bank Agreement:
	Term Loan	3.10	%	2003-2006	$	464,043	$	527,248
	Revolving Credit Facility			2004				15,100
Senior Subordinated Notes		9.875	%	2007		144,000		144,000
Notes payable to foreign banks and other debt		.5%-7.75%		2003-2004		36,205		33,971
						644,248		720,319
Less current portion						78,363		59,705
Total long-term debt					$	565,885	$	660,614

        The Company has a bank loan agreement (Bank Agreement)which includes a Term Loan, consisting of a Tranche A and B, and a $150,000 revolving credit facility. At December 31, 2002, the Tranche A had a balance of $179,543 and matures over the period 2003 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, 2002 was $142,800, after reduction of $7,200 for outstanding letters of credit. At December 31, 2002, 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%. Such agreements expired in 2002. While it was not the Company's intention to terminate the interest rate swap agreements, the fair values of such agreements was estimated by obtaining quotes from brokers which represented the amounts that the Company would receive or pay if the agreements were terminated. The 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. 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 9⁷/8% 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.

        The fair value of the Company's long-term debt is estimated based on the quoted market price 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, 2002, 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 4% over book value. The book value of the Company's other long-term debt approximates fair value.

34

        The maturity of the Company's long-term debt over each of the next five years ending December 31, is as follows: 2003—$78,363; 2004—$137,385; 2005—$97,825; 2006—$186,675; and 2007—$144,000.

Note 3—Income Taxes

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

		Year Ended December 31,
		2002		2001		2000
Income before taxes:
	United States	$	52,337	$	58,129	$	79,024
	Foreign		70,325		77,226		94,194
		$	122,662	$	135,355	$	173,218
Current provision:
	United States	$	23,448	$	26,826	$	45,799
	Foreign		17,185		16,811		25,125
			40,633		43,637		70,924
Deferred provision (benefit):
	United States	$	1,129	$	5,841	$	(4,095	)
	Foreign		556		2,167		(1,515	)
			1,685		8,008		(5,610	)
Total provision for income taxes		$	42,318	$	51,645	$	65,314

        At December 31, 2002, the Company had $9,210 of foreign tax loss carryforward, of which $1,809 expire at various dates through 2009 and the balance can be carried forward indefinitely. A valuation allowance of $1,312 and $1,024 at December 31, 2002 and 2001, respectively, has been recorded which relates to foreign net operating loss carryforward. The net change in the valuation allowance for deferred tax assets was an increase of $288 and $465 in 2002 and 2001, respectively. In both 2002 and 2001 the net change in the valuation allowance was related to foreign net operating loss carryforward. Accrued income tax liabilities of $18,861 and $4,560 at December 31, 2002 and 2001, 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:

	Year Ended December 31,
	2002		2001		2000
U.S. statutory federal tax rate	35.0	%	35.0	%	35.0	%
State and local taxes	2.3		1.9		1.6
Non-deductible purchase accounting differences			3.6		2.7
Foreign earnings and dividends taxed at different rates	(5.2	)	(2.3	)	.9
Valuation allowance	.2		.4		(1.8	)
Other	2.2		(.4	)	(.7	)
Effective tax rate	34.5	%	38.2	%	37.7	%

35

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

		December 31,
		2002		2001
Deferred tax assets:
	Accrued liabilities and reserves	$	9,421	$	15,764
	Operating loss carryforward		2,704		2,586
	Pension		26,056		1,203
	Employee benefits		2,475		2,682
		$	40,656	$	22,235
Deferred tax liabilities:
	Depreciation	$	6,454	$	5,526

        The deferred tax asset for pension in the table above includes $36.2 million and $10.4 million at December 31, 2002 and 2001, respectively, relating to the Company's additional minimum pension liability (Note 5).

        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, 2002, the maximum number of shares of common stock available for the granting of stock options under the Plans was 217,065. 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, place restrictions on the sale or transfer of such shares.

        Stock option activity for 2000, 2001, and 2002 was as follows:

	Options		Average Price
Options outstanding at December 31, 1999	2,917,060		$	14.77
Options granted	1,129,500			49.40
Options exercised	(192,986	)		13.94
Options cancelled	(98,152	)		23.51
Options outstanding at December 31, 2000	3,755,422			25.00
Options granted	522,450			40.97
Options cancelled	(58,175	)		36.22
Options outstanding at December 31, 2001	4,219,697			26.82
Options granted	715,500			43.80
Options exercised	(265,404	)		14.18
Options cancelled	(45,248	)		36.54
Options outstanding at December 31, 2002	4,624,545		$	30.07

36

        The following table summarizes information about stock options outstanding at December 31, 2002:

	Options Outstanding				Options Exercisable
Exercise Price	Shares	Average Price		Remaining Term	Shares	Average Price
$13.00	1,801,054	$	13.00	4.38	1,801,054	$	13.00
15.00–20.00	427,591		18.52	6.21	254,575		18.37
25.00–30.00	123,400		28.73	5.42	96,720		28.80
31.00–40.00	29,000		34.96	7.84	8,800		34.33
41.00–50.00	2,235,000		45.95	8.22	514,130		48.02
55.00–60.00	8,500		56.75	7.76	3,400		56.75
	4,624,545	$	30.07	6.46	2,678,679	$	20.93

        At December 31, 2002, Kohlberg Kravis Roberts and Co. L.P. ("KKR") and its affiliates owned 49.1% of the Company's outstanding common stock. The Company pays KKR an annual fee of $1,000 for management consulting and financial services.

        Balances of related after-tax components comprising accumulated other comprehensive loss, included in shareholders' equity at December 31, 2000, 2001 and 2002 are as follows:

		Foreign Currency Translation Adjustment			Revaluation of Interest Rate Derivatives			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Loss
Balance at December 31, 1999		$	(13,028	)							$	(13,028	)
	Translation adjustments		(10,702	)								(10,702	)
Balance at December 31, 2000			(23,730	)								(23,730	)
	Translation adjustments		(9,612	)								(9,612	)
	Revaluation of interest rate derivatives, net of tax of $5,794				$	(8,837	)					(8,837	)
	Minimum pension liability adjustment, net of tax of $10,360							$	(15,802	)		(15,802	)
Balance at December 31, 2001			(33,342	)		(8,837	)		(15,802	)		(57,981	)
	Translation adjustments		10,377									10,377
	Expiration of interest rate derivatives, net of tax of $5,794					8,837						8,837
	Minimum pension liability adjustment, net of tax of $25,844								(42,452	)		(42,452	)
Balance at December 31, 2002		$	(22,965	)	$			$	(58,254	)	$	(81,219	)

37

Note 5—Benefit Plans and Other Postretirement Benefits

        The Company and its domestic subsidiaries have a defined benefit pension 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, 2002 and 2001).

		December 31, 2002			December 31, 2001
		Accumulated Benefits Exceed Assets			Accumulated Benefits Exceed Assets			Assets Exceed Accumulated Benefits
Change in benefit obligation:
	Benefit obligation at beginning of year	$	232,526		$	193,810		$	21,268
	Service cost		5,116			3,814			1,177
	Interest cost		16,313			14,344			1,446
	Plan participants' contributions		140						139
	Amendments					3,938
	Actuarial (gain) loss		23,705			11,810			(1,993	)
	Foreign exchange		5,472			(1,273	)		(486	)
	Benefits paid		(15,271	)		(14,814	)		(654	)
	Benefit obligation at end of year		268,001			211,629			20,897
Change in plan assets:
	Fair value of plan assets at beginning of year		193,190			193,214			26,355
	Actual return on plan assets		(25,428	)		(9,314	)		(2,232	)
	Employer contribution		229			207
Plan participants' contributions			140						139
	Foreign exchange		2,192			(80	)		(563	)
	Benefits paid		(14,244	)		(13,882	)		(654	)
	Fair value of plan assets at end of year		156,079			170,145			23,045
Funded status:			(111,922	)		(41,484	)		2,148
	Unrecognized net actuarial loss		109,253			36,607			3,806
	Unrecognized prior service cost		8,694			10,796			(445	)
	Unrecognized transition obligation net		(1,163	)		61			(1,459	)
	Additional minimum pension liability		(103,830	)		(36,862	)
	(Accrued) prepaid benefit cost	$	(98,968	)	$	(30,882	)	$	4,050

38

		Year Ended December 31,
		2002			2001			2000
Components of net pension cost:
	Service cost	$	5,116		$	4,991		$	4,786
	Interest cost		16,313			15,790			14,954
	Expected return on plan assets		(22,281	)		(22,014	)		(21,167	)
	Net amortization of actuarial losses		1,575			926			1,101
Net pension cost (income)		$	723		$	(307	)	$	(326	)

        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 6.5% (7.25% in 2001 and 7.5% in 2000) and 3.0% (3.25% in 2001 and 3.5% in 2000), respectively. The expected long-term rate of return on assets was 10.5% (9.5% in 2003). 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 $25,170 and $19,356 at December 31, 2002 and 2001, 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 has recognized a minimum pension liability at December 31, 2002 of $103,830 ($36,862 at December 31, 2001) 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, 2002 and 2001

39

was 6.5% and 7.25%, respectively. Summary information on the Company's postretirement medical plans is as follows:

		December 31,
		2002			2001
Change in benefit obligation:
Benefit obligation at beginning of year		$	13,763		$	10,835
	Service cost		71			75
	Interest cost		912			972
	Paid benefits and expenses		(1,849	)		(1,620	)
	Actuarial loss		525			3,501
	Benefit obligation at end of year	$	13,422		$	13,763
Funded status		$	(13,422	)	$	(13,763	)
Unrecognized net actuarial loss			10,092			10,499
Unrecognized transition obligation			621			683
Accrued benefit cost		$	(2,709	)	$	(2,581	)

		Year ended December 31,
		2002		2001		2000
Components of net postretirement benefit cost:
	Service cost	$	71	$	75	$	61
	Interest cost		912		972		819
	Amortization of transition obligation		62		62		62
	Net amortization of actuarial losses		934		975		731
	Net postretirement benefit cost	$	1,979	$	2,084	$	1,673

Note 6—Leases

        At December 31, 2002, the Company was committed under operating leases which expire at various dates through 2008. Total rent expense under operating leases for the years 2002, 2001, and 2000 was $16,007, $16,762 and $17,429, respectively.

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

2003		$	12,968
2004			8,259
2005			5,117
2006			2,956
2007			1,967
Beyond 2007			6,553
	Total minimum obligation	$	37,820

40

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, 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.

		Interconnect products and assemblies						Cable products						Total
		2002		2001		2000		2002		2001		2000		2002		2001		2000
Net Sales
	—external	$	892,309	$	906,799	$	1,009,162	$	169,693	$	196,972	$	350,540	$	1,062,002	$	1,103,771	$	1,359,702
	—intersegment		1,840		1,454		71		8,864		7,200		16,385		10,704		8,654		16,456
Depreciation and amortization			28,369		27,330		24,773		6,005		4,551		3,706		34,374		31,881		28,479
Segment operating income			150,881		180,729		194,688		28,820		38,239		75,943		179,701		218,968		270,631
Segment assets			436,682		418,066		435,279		80,898		83,581		73,081		517,580		501,647		508,360
Additions to property, plant and equipment			16,645		27,444		38,109		2,171		11,083		14,771		18,816		38,527		52,880

        Reconciliation of segment operating income to consolidated income before taxes:

	2002			2001			2000
Segment operating income	$	179,701		$	218,968		$	270,631
Amortization of goodwill					(14,340	)		(13,394	)
Interest expense		(45,930	)		(56,099	)		(61,710	)
Headquarters' expense and other net expenses		(11,109	)		(13,174	)		(22,309	)
Consolidated income before taxes	$	122,662		$	135,355		$	173,218

        Reconciliation of segment assets to consolidated total assets:

	2002		2001		2000
Segment assets	$	517,580	$	501,647	$	508,360
Goodwill		486,841		460,442		411,182
Other assets		74,487		64,654		84,780
Consolidated total assets	$	1,078,908	$	1,026,743	$	1,004,322

41

Geographic information:

	Net Sales						Land and depreciable assets
	2002		2001		2000		2002		2001		2000
United States	$	501,073	$	538,938	$	714,756	$	66,871	$	80,343	$	77,245
International		560,929		564,833		644,946		93,819		84,544		83,740
Total	$	1,062,002	$	1,103,771	$	1,359,702	$	160,690	$	164,887	$	160,985

        Revenues by geographic area are based on customer location to which product is shipped.

Note 8—Other Expenses, net

        Other income (expense) is comprised as follows:

	Year Ended December 31,
	2002			2001			2000
Foreign currency transaction gains (losses)	$	(2,729	)	$	1,398		$	3,298
Program fees on sale of accounts receivable		(1,826	)		(3,888	)		(5,527	)
Minority interests		(1,770	)		(1,792	)		(5,415	)
Agency and commitment fees		(554	)		(471	)		(670	)
License fee settlement		1,476
Other		48			(820	)		(1,181	)
	$	(5,355	)	$	(5,573	)	$	(9,495	)

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, 2002, approximately $29,100 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. The environmental cleanup matters identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

42

        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 2003 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 2002, 2001 and 2000 were $541,834, $598,659, and $833,653, respectively. At December 31, 2002, and 2001, respectively, $21,427 and $20,548 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. At December 31, 2002 and 2001, approximately $63,200 and $74,200, 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)

	Three Months Ended
	March 31		June 30		September 30		December 31
2002
Net sales	$	255,976	$	270,865	$	268,115	$	267,046
Gross profit, including depreciation		76,972		83,967		83,109		83,343
Net income		17,193		20,003		20,666		22,482
Net income per share—Basic		.41		.47		.49		.53
Net income per share—Diluted		.40		.46		.48		.52
Stock price—High		51.75		49.00		42.46		45.81
—Low		40.25		35.50		30.11		27.47
2001
Net sales	$	316,672	$	274,146	$	252,581	$	260,372
Gross profit, including depreciation		109,149		94,090		82,749		81,705
Net income		28,505		22,536		16,633		16,036
Net income per share—Basic		.68		.54		.40		.38
Net income per share—Diluted		.67		.53		.39		.37
Stock price—High		50.75		57.99		45.95		52.95
—Low		28.30		29.11		32.00		32.50
2000
Net sales	$	300,049	$	335,510	$	354,694	$	369,449
Gross profit, including depreciation		96,034		108,745		116,158		123,430
Net income		20,264		26,210		28,834		32,596
Net income per share—Basic		.49		.63		.69		.78
Net income per share—Diluted		.48		.61		.67		.76
Stock price—High		52.13		66.50		70.38		68.25
—Low		30.31		43.19		48.38		32.00

43

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.

Item 14. Controls and Procedures

        Under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures within the 90 day period prior to the filing of this annual report, and based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

44

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) Consolidated Financial Statements

	Page
Report of Management	24
Independent Auditors' Report	24
Consolidated Statement of Income— Years Ended December 31, 2002, December 31, 2001 and December 31, 2000	25
Consolidated Balance Sheet— December 31, 2002 and December 31, 2001	26
Consolidated Statement of Changes in Shareholders' Equity— Years Ended December 31, 2002, December 31, 2001 and December 31, 2000	27
Consolidated Statement of Cash Flow— Years Ended December 31, 2002, December 31, 2001 and December 31, 2000	28
Notes to Consolidated Financial Statements	29

(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2002

Schedule
Independent Auditors' Report on Schedule	49
II—Valuation and Qualifying Accounts	50

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.

45

(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	Certificateof 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	2001 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 2001 10-K).*
10.5	2002 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2001 10-K).*
10.6	2003 Amphenol Incentive Plan.
10.7	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2002 (filed as Exhibit 10.7 to the December 31, 2001 10-K).*
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).*

46

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 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 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 the September 30, 1997 10-Q).*

47

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 (filed as Exhibit 10.31 to the December 31, 2001 10-K).*
10.32	Management Stockholders' Agreement entered into as of June 6, 2000 between the Company and Edward G. Jepsen (filed as Exhibit 10.32 to the December 31, 2001 10-K).*
10.33	Management Stockholders' Agreement entered into as of June 6, 2000 between the Company and Timothy F. Cohane (filed as Exhibit 10.33 to the December 31, 2002 10-K).*
10.34	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler dated as of June 6, 2000 (filed as Exhibit 10.34 to the December 31, 2001 10-K).*
10.35	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of June 6, 2000 (filed as Exhibit 10.35 to the December 31, 2001 10-K).*
10.36	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of June 6, 2000 (filed as Exhibit 10.36 to the December 31, 2001 10-K).*
11	Statement regarding computation of per share earnings (filed as Exhibit 11 to the December 31, 2002 10-K).*
12	Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12 to the December 31, 2002 10-K).*
21	Subsidiaries of the Company (filed as Exhibit 22 to the December 31, 2002 10-K).*
23	Consent of Deloitte & Touche LLP.
99.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
99.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
	(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.

*

Incorporated herein by reference as stated.

48

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, 2002 and 2001, 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, 2002, and have issued our report thereon dated January 14, 2003 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142) included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of Amphenol Corporation listed in Item 15. 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 financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
Hartford, Connecticut
January 14, 2003

49

SCHEDULE II

AMPHENOL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2002, 2001 and 2000

(Dollars in thousands)

Description	Balance at beginning of period		Charged to cost and expenses		Charged to other accounts		Acquisitions		Deductions			Balance at end of period
2002 Allowance for doubtful accounts	$	5,191	$	3,691	$		$	650	$	(720	)	$	8,812
2001 Allowance for doubtful accounts		3,044		3,379		75		201		(1,508	)		5,191
2000 Allowance for doubtful accounts		2,232		1,027		65		197		(477	)		3,044

50

Signatures

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford, State of Connecticut on the 5th day of August 2003.

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.

Signature	Title	Date
/s/  MARTIN H. LOEFFLER Martin H. Loeffler	Chairman, Chief Executive Officer and President (Principal Executive Officer)	August 5, 2003
/s/  EDWARD G. JEPSEN Edward G. Jepsen	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 5, 2003
/s/  ANDREW M. CLARKSON	Director	August 5, 2003
/s/  JAMES H. GREENE, JR.	Director	August 5, 2003
/s/  HENRY R. KRAVIS	Director	August 5, 2003
/s/  ANDREW E. LIETZ	Director	August 5, 2003
/s/  MARC S. LIPSCHULTZ	Director	August 5, 2003
/s/  MICHAEL W. MICHELSON	Director	August 5, 2003
/s/  SCOTT NUTTALL	Director	August 5, 2003
/s/  DEAN H. SECORD	Director	August 5, 2003

51

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Martin H. Loeffler, certify that:

1.

I have reviewed this amendment to the annual report on Form 10-K/A of Amphenol Corporation;

2.

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

3.

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

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment to the annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this amendment to the annual report (the "Evaluation Date"); and

c)

presented in this amendment to the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report, as amended, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 5, 2003

/s/ MARTIN H. LOEFFLER

Martin H. Loeffler
Chairman, President and
Chief Executive Officer

52

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Edward G. Jepsen, certify that:

1.

I have reviewed this amendment to the annual report on Form 10-K/A of Amphenol Corporation;

2.

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

3.

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

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment to the annual report is being prepared;

b)

the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this amendment to the annual report (the "Evaluation Date"); and

c)

presented in this amendment to the annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud,whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report, as amended, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 5, 2003

/s/ EDWARD G. JEPSEN

Edward G. Jepsen
Executive Vice President and
Chief Financial Officer

53

Exhibit Index

Exhibit Number	Description
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	2001 Amphenol Incentive Plan (filed as Exhibit 10.5 to the December 31, 2001 10-K).*
10.5	2002 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 2001 10-K).*
10.6	2003 Amphenol Incentive Plan.
10.7	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2002 (filed as Exhibit 10.7 to the December 31, 2001 10-K).*
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).*

54

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 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).*

55

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 (filed as Exhibit 10.31 to the December 31, 2001 10-K).*
10.32	Management Stockholders' Agreement entered into as of June 6, 2000 between the Company and Edward G. Jepsen (filed as Exhibit 10.32 to the December 31, 2001 10-K).*
10.33	Management Stockholders' Agreement entered into as of June 6, 2000 between the Company and Timothy F. Cohane (filed as Exhibit 10.33 to the December 31, 2001 10-K).*
10.34	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler dated as of June 6, 2000 (filed as Exhibit 10.34 to the December 31, 2001 10-K).*
10.35	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of June 6, 2000 (filed as Exhibit 10.35 to the December 31, 2001 10-K).*
10.36	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of June 6, 2000 (filed as Exhibit 10.36 to the December 31, 2001 10-K).*
11	Statement regarding computation of per share earnings (filed as Exhibit 11 to the December 31, 2002 10-K).*
12	Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12 to the December 31, 2002 10-K).*
21	Subsidiaries of the Company (filed as Exhibit 22 to the December 31, 2002 10-K).*
23	Consent of Deloitte & Touche LLP.
99.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
99.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

*

Incorporated herein by reference as stated.

56

QuickLinks

Explanatory Note
Consolidated Statement of Income (dollars in thousands, except per share data)
Consolidated Balance Sheet (dollars in thousands, except per share data)
Consolidated Statement of Changes in Shareholders' Equity (dollars in thousands, except per share data)
Consolidated Statement of Cash Flow (dollars in thousands, except per share data)
Notes to Consolidated Financial Statements (dollars in thousands, except per share data)
PART IV
SCHEDULE II AMPHENOL CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, 2002, 2001 and 2000 (Dollars in thousands)
Amphenol Corporation Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification
Amphenol Corporation Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification
Exhibit Index

EX-23.1

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EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in Registration Statement No. 333-35901 of Amphenol Corporation on Form S-8 of our reports dated January 14, 2003 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142), appearing in this Annual Report on Form 10-K/A of Amphenol Corporation for the year ended December 31, 2002.

/s/  DELOITTE & TOUCHE LLP    
Hartford, Connecticut
August 4, 2003

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INDEPENDENT AUDITORS' CONSENT

EX-99.1

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Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report, as amended of Amphenol Corporation (the "Company") on Form 10-K/A for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin H. Loeffler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2003

/s/  MARTIN H. LOEFFLER Martin H. Loeffler
Chairman, President &
Chief Executive Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-99.2

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Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report, as amended of Amphenol Corporation (the "Company") on Form 10-K/A for the period ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward G. Jepsen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2003

    /s/ EDWARD G. JEPSEN

Edward G. Jepsen
Executive Vice President
and Chief Financial Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002