10-Q

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2003
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)

        Indicate by check mark whether the Registrant (1) has filed 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 checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        As of October 31, 2003, the total number of shares outstanding of Class A Common Stock was 43,751,292.

AMPHENOL CORPORATION

Index to Quarterly Report on Form 10-Q

			Page
Part I		Financial Information
	Item 1.	Financial Statements:
		Condensed Consolidated Balance Sheet September 30, 2003 and December 31, 2002	3
		Consolidated Statement of Income three and nine months ended September 30, 2003 and 2002	4
		Consolidated Statement of Changes in Shareholders' Equity nine months ended September 30, 2003	5
		Consolidated Statement of Changes in Shareholders' Equity nine months ended September 30, 2002	6
		Condensed Consolidated Statement of Cash Flow nine months ended September 30, 2003 and 2002	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
Part II		Other Information
	Item 1.	Legal Proceedings	17
	Item 2.	Changes in Securities	17
	Item 3.	Defaults upon Senior Securities	17
	Item 4.	Submission of Matters to a Vote of Security-Holders	17
	Item 5.	Other Information	17
	Item 6.	Exhibits and Reports on Form 8-K	17
Signatures			18
Exhibit Index			19

2

Part I. Financial Information

Item 1. Financial Statements

AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands)

			September 30, 2003			December 31, 2002
			(Unaudited)
ASSETS
Current Assets:
	Cash and short-term cash investments		$	16,981		$	20,659
	Accounts receivable, less allowance for doubtful accounts of $8,935 and $8,812, respectively			159,555			131,252
	Inventories			210,770			205,643
	Prepaid expenses and other assets			33,125			31,610
Total current assets				420,431			389,164
Land and depreciable assets, less accumulated depreciation of $318,417 and $285,427, respectively				172,294			160,690
Deferred debt issuance costs				7,391			4,382
Goodwill				504,290			486,841
Deferred taxes and other assets				38,852			37,831
			$	1,143,258		$	1,078,908
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
	Accounts payable		$	101,140		$	88,533
	Accrued interest			3,190			4,957
	Accrued salaries, wages and employee benefits			31,616			24,568
	Other accrued expenses			48,156			39,493
	Current portion of long-term debt			1,168			78,363
Total current liabilities				185,270			235,914
Long-term debt				573,933			565,885
Accrued pension and post employment benefit obligations				98,467			102,418
Deferred taxes and other liabilities				9,046			7,709
Shareholders' Equity:
	Common stock			44			43
	Additional paid-in capital (deficit)			(246,318	)		(274,282	)
	Accumulated earnings			593,444			522,440
	Accumulated other comprehensive loss			(70,628	)		(81,219	)
		Total shareholders' equity		276,542			166,982
			$	1,143,258		$	1,078,908

See accompanying notes to condensed consolidated financial statements.

3

AMPHENOL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(dollars in thousands, except per share data)

		Three months ended September 30,						Nine months ended September 30,
		2003			2002			2003			2002
Net sales		$	314,798		$	268,115		$	897,465		$	794,956
Costs and expenses:
	Cost of sales, excluding depreciation and amortization		208,677			176,063			594,530			525,283
	Depreciation and amortization expense		9,133			9,072			27,507			26,012
	Selling, general and administrative expense		44,616			38,780			128,626			114,156
Operating income			52,372			44,200			146,802			129,505
Interest expense			(7,179	)		(11,482	)		(22,997	)		(37,178	)
Other expenses, net			(2,447	)		(1,167	)		(5,856	)		(3,988	)
Expense for early extinguishment of debt									(10,367	)
Income before income taxes			42,746			31,551			107,582			88,339
Provision for income taxes			(14,534	)		(10,885	)		(36,578	)		(30,477	)
Net income		$	28,212		$	20,666		$	71,004		$	57,862
Net income per common share—Basic		$	.65		$	.49		$	1.66		$	1.36
Average common shares outstanding—Basic			43,190,176			42,525,620			42,797,972			42,407,895
Net income per common share—Diluted		$	.64		$	.48		$	1.62		$	1.33
Average common shares outstanding—Diluted			44,268,977			43,420,506			43,820,218			43,438,952

See accompanying notes to condensed consolidated financial statements.

4

AMPHENOL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
for the nine months ended September 30, 2003
(Unaudited)
(dollars in thousands)

			Common Stock		Additional Paid-in Deficit			Comprehensive Income			Accumulated Earnings		Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Beginning balance at December 31, 2002			$	43	$	(274,282	)				$	522,440	$	(81,219	)	$	166,982
Comprehensive income:
	Net income							[$	71,004]			71,004					71,004
		Other comprehensive income, net of tax:
		Translation adjustments							12,318					12,318			12,318
		Revaluation of interest rate derivatives							(1,727	)				(1,727	)		(1,727	)
		Other comprehensive income							10,591
Comprehensive income								[$	81,595]
Exercise of stock options, including tax benefit				1		27,784											27,785
Other adjustments						180											180
Ending balance at Sept. 30, 2003			$	44	$	(246,318	)				$	593,444	$	(70,628	)	$	276,542

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
for the nine months ended September 30, 2002
(Unaudited)
(dollars in thousands)

				Common Stock		Additional Paid-in Deficit			Comprehensive Income		Accumulated Earnings		Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Beginning balance at December 31, 2001				$	42	$	(280,224	)			$	442,096	$	(57,981	)	$	103,933
Comprehensive income:
	Net income								[$	57,862]		57,862					57,862
		Other comprehensive income, net of tax:
			Translation adjustments							4,854				4,854			4,854
			Revaluation of interest rate derivatives							7,104				7,104			7,104
		Other comprehensive income								11,958
Comprehensive income									[$	69,820]
Exercise of stock options, including tax benefit					1		5,021										5,022
Other adjustments							121										121
Ending balance at Sept. 30, 2002				$	43	$	(275,082	)			$	499,958	$	(46,023	)	$	178,896

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
(dollars in thousands)

		Nine Months Ended September 30,
		2003			2002
Net income		$	71,004		$	57,862
Adjustments for cash from operations:
	Depreciation and amortization		27,507			26,012
	Amortization of deferred debt issuance costs		1,096			1,058
	Expense for early extinguishment of debt		10,367			—
	Net change in non-cash components of working capital		2,725			30,914
	Other long term assets and liabilities		(7,350	)		(2,875	)
Cash flow provided by operations			105,349			112,971
Cash flow from investing activities:
	Capital additions, net		(21,740	)		(13,848	)
	Investment in acquisitions		(34,457	)		(13,996	)
Cash flow used by investing activities			(56,197	)		(27,844	)
Cash flow from financing activities:
	Net change in borrowings under revolving credit facilities		2,015			(25,215	)
	Decrease in borrowings under Bank Agreement		(116,543	)		(58,205	)
	Retirement of debt: old Bank Agreement		(439,500	)
	senior subordinated notes		(148,740	)
	fees and expenses related to refinancing		(8,870	)
	Borrowings under new Bank Agreement		625,000
	Net change in receivables sold		6,100			(9,500	)
	Payment of fees related to secondary stock offering		(77	)
	Proceeds from exercise of stock options including tax benefit		27,785			5,022
Cash used by financing activities			(52,830	)		(87,898	)
Net change in cash and short-term cash investments			(3,678	)		(2,771	)
Cash and short-term cash investments balance, beginning of period			20,659			27,975
Cash and short-term cash investments balance, end of period		$	16,981		$	25,204
Cash paid during the period for:
	Interest	$	24,437		$	36,234
	Income taxes paid, net of refunds		24,776			22,288

See accompanying notes to condensed consolidated financial statements.

7

AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Note 1—Principles of Consolidation and Interim Financial Statements

        The condensed consolidated balance sheet as of September 30, 2003 and December 31, 2002, and the related consolidated statements of income for the three and nine months ended September 30, 2003 and 2002 and of changes in shareholders' equity and of cash flow for the nine months ended September 30, 2003 and 2002 include the accounts of Amphenol Corporation and its subsidiaries (the "Company"). The interim financial statements included herein are unaudited. In the opinion of management all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such interim financial statements have been included. The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the financial statements and notes included in the Company's 2002 Annual Report on Form 10-K/A.

Note 2—Refinancing and New Credit Agreement

        In May 2003, the Company completed a refinancing of its senior credit facilities and redeemed all of its outstanding Senior Subordinated Notes ("Notes"). The new credit facilities ("new Bank Agreement") consisted of: (1) a $125,000 five year revolving credit facility, (2) a $125,000 Tranche A loan which will amortize over the five year period through May 2008 and (3) a $500,000 Tranche B loan with $5,000 per year amortization through 2009 and a final maturity in 2010. The Company's borrowing rate on the revolving credit facility and the Tranche A loan is LIBOR plus 200 basis points and on the Tranche B loan is LIBOR plus 250 basis points. As of September 30, 2003, there was $700 outstanding on the revolving credit facility, $120,000 outstanding on the Tranche A loan, and $413,000 outstanding on the Tranche B loan. In connection with the refinancing, the Company incurred one-time expenses for the early extinguishment of debt of $10,367 (less tax effects of $3,525) or $.16 per share after tax. Such one-time expenses include the call premium on the Notes, write-off of unamortized deferred debt issuance costs and other related costs. In conjunction with entering into the new Bank Agreement the Company entered into interest rate swap agreements that fix the Company's LIBOR interest rate on $250,000 and $150,000 of floating rate bank debt at 2.44% and 1.24% and expire in 2006 and 2004, respectively. In November 2003, the Company completed an amendment to the new Bank Agreement to reduce the LIBOR margin on the Tranche B loan to 200 basis points.

Note 3—Secondary Stock Offering

        On August 15, 2003, stockholders of the Company sold approximately 10.0 million shares of Class A common stock in a public offering. Of the shares sold, approximately 9.0 million shares were sold by affiliates of Kohlberg Kravis Roberts & Co. ("KKR") and approximately 1.0 million shares were sold by management. The Company incurred approximately $750 in transaction costs primarily for legal, accounting and printing related expenses. These costs are included in "other expenses, net" in the accompanying Consolidated Statement of Income. In conjunction with the offering, the Company realized approximately $23,100 in proceeds from the exercise of stock options and related tax benefit.

8

Note 4—Inventories

        Inventories consist of:

	September 30, 2003		December 31, 2002
Raw materials and supplies	$	44,628	$	38,133
Work in process		114,129		111,337
Finished goods		52,013		56,173
	$	210,770	$	205,643

Note 5—Reportable Business Segments

        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 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.

        The segment results for the three months ended September 30, 2003 and 2002 are as follows:

		Interconnect products and assemblies				Cable products				Total
		2003		2002		2003		2002		2003		2002
Net sales
	-external	$	269,852	$	227,354	$	44,946	$	40,761	$	314,798	$	268,115
	-intersegment		400		580		2,258		2,368		2,658		2,948
Segment operating income			50,280		40,733		5,131		5,702		55,411		46,435

        The segment results for the nine months ended September 30, 2003 and 2002 are as follows:

		Interconnect products and assemblies				Cable products				Total
		2003		2002		2003		2002		2003		2002
Net sales
	-external	$	777,846	$	663,443	$	119,619	$	131,513	$	897,465	$	794,956
	-intersegment		1,278		1,320		8,933		6,530		10,211		7,850
Segment operating income			141,087		112,313		14,837		21,701		155,924		134,014

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        Reconciliation of segment operating income to consolidated income before taxes for the third quarter and nine months ended September 30, 2003 and 2002:

	Three months ended September 30,						Nine months ended September 30,
	2003			2002			2003			2002
Segment operating income	$	55,411		$	46,435		$	155,924		$	134,014
Interest expense		(7,179	)		(11,482	)		(22,997	)		(37,178	)
Other net expenses		(5,486	)		(3,402	)		(14,978	)		(8,497	)
Expense for early extinguishment of debt		—			—			(10,367	)		—
Consolidated income before income taxes	$	42,746		$	31,551		$	107,582		$	88,339

Note 6—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 costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement entered into in connection with the acquisition in 1987. For all 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 reimburse Amphenol 100% of such costs. Honeywell representatives work closely with the Company in addressing the most significant environmental liabilities covered by the Agreement. 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.

        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. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold accounts receivable. 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 September 30, 2003 and December 31, 2002, approximately $69,300 and $63,200, respectively, of receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheet.

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Note 7—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 stock options. 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 for the three and nine months ended September 30, 2003 and 2002 would have been reduced to the pro forma amounts indicated below:

		Three months ended September 30,						Nine months ended September 30,
		2003			2002			2003			2002
Net Income		$	28,212		$	20,666		$	71,004		$	57,862
Less: Total stock based compensation expense determined under Black-Scholes option pricing model, net of related tax effect			(1,399	)		(1,639	)		(3,880	)		(4,919	)
Pro forma net income		$	26,813		$	19,027		$	67,124		$	52,943
Earnings Per Share:
	Basic-as reported	$	.65		$	.49		$	1.66		$	1.36
	Basic-pro forma	$	.62		$	.45		$	1.57		$	1.25
	Diluted-as reported	$	..64		$	..48		$	1.62		$	1.33
	Diluted-pro forma	$	.61		$	.44		$	1.53		$	1.22

Note 8—New Accounting Pronouncements

        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 was effective beginning January 1, 2003, and did not 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 did not have a 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

11

interpretations in accounting for stock options, and the disclosures required by FAS Nos. 123 and 148 are included in Note 7 herein.

        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 December 15, 2003, and is not expected to have a material impact on the Company's Consolidated Financial Statements.

        In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149 (FAS 149), "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies financial accounting and reporting for derivative instruments embedded in other contracts and for hedging activities under FAS 133, "Accounting for Derivative Instruments and Hedging Activities." This statement is effective for contracts entered into or modified after June 30, 2003, and did not have a material impact on the Company's Consolidated Financial Statements.

        In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150 (FAS 150), "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. This statement is effective for financial instruments entered into or modified after May 31, 2003, and did not have a material impact on the Company's Consolidated Financial Statements.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in millions, unless otherwise noted, except per share data)

Item 2. Results of Operations

Quarter and Nine months ended September 30, 2003 compared to the quarter and nine months ended September 30, 2002

        Net sales increased approximately 17% to $314.8 and 13% to $897.5 in the third quarter and nine months of 2003, respectively, compared to sales of $268.1 and $795.0, respectively, for the same periods in 2002. External sales of interconnect products and assemblies increased 19% in the third quarter 2003 compared to 2002 ($269.9 in 2003 versus $227.4 in 2002) and 17% in the nine months 2003 compared to 2002 ($777.9 in 2003 versus $663.4 in 2002). Sales increased in the Company's major end markets including the mobile communications, computer/data communications, industrial, automotive, and military/aerospace markets. The increases occurred in all major geographic regions, with approximately one third of the increase attributable to the effect of currency translation, as detailed below. The remaining increase resulted primarily from new acquisitions and the continuing development of new application specific and value added products. External sales of cable products increased 10% in the third quarter 2003 compared to 2002 ($44.9 in 2003 versus $40.8 in 2002) and decreased 9% in the nine months of 2003 compared to 2002 ($119.6 in 2003 versus $131.6 in 2002.) The increase in sales in the third quarter related primarily to an increase in sales to international cable operators. The decrease in the nine month period is primarily attributable to decreased sales of coaxial cable products for the broadband communications market resulting from the slowdown in capital spending by both domestic and international cable operators for network upgrades and expansion. Geographically, sales in the United States in the third quarter and nine months 2003 increased 12% and 6%, respectively, compared to the same periods in 2002 ($143.3 and $404.9 in 2003 versus $128.1 and $382.7 in 2002) and 11% and 5%, respectively, in local currency compared to 2002. International sales for the third quarter and nine months 2003 increased approximately 22% and 19%, respectively, in U.S. dollars ($171.5 and $492.6 in 2003 versus $140.0 and $412.3 in 2002) and increased 15% and 9%, respectively, in local currency compared to 2002. Currency translation had the effect of increasing sales in the third quarter and nine months of 2003 by approximately $11.7 and $46.3, respectively, when compared to exchange rates for the 2002 periods.

        The gross profit margin as a percentage of net sales (including depreciation in cost of sales) remained constant at 31% for the third quarter and nine months of 2003, compared to the 2002 periods. An increase in margins in the interconnect products and assemblies segment was offset by a decline in margins in the cable products segment. The operating margin for interconnect products and assemblies in both the third quarter and nine months increased approximately 1% compared to the prior year. The increase in operating profit margin is generally attributable to the effects of higher sales volume and cost reduction activities relating to purchased materials and a shift in headcount to low cost labor areas. This increase was offset by a decline in operating profit margins for cable products of approximately 2% and 5% in the third quarter and nine months, respectively, due primarily to higher material costs and change in product mix.

        Selling, general and administrative expenses increased to $44.6 and $128.6 (14.2% and 14.3% of net sales) for the third quarter and nine months of 2003, respectively, from $38.8 and $114.2 (14.5% and 14.4% of net sales) for the third quarter and nine months of 2002, respectively. The increase in 2003 is attributable to increases in selling expense resulting from higher sales volume, increases in research and development costs resulting from increased spending relating to new product development, and increased administrative costs for insurance and pensions.

        Other expense, net, for the third quarter is comprised primarily of foreign currency transaction gains and losses ($.6 loss in 2003 and $.2 loss in 2002), reflecting weakness of the U.S. dollar in both

13

2003 and 2002, program fees on sale of accounts receivable ($.4 in 2003 and $.5 in 2002), reflecting lower receivable sales and fee rates in 2003, minority interests ($.7 in 2003 and $.3 in 2002), secondary stock offering fees ($.8 in 2003 and nil in 2002) and agency and commitment fees on the Company's credit facilities ($.2 in 2003 and $.1 in 2002).

        Other expense, net, for the nine months is comprised primarily of foreign currency transaction gains and losses ($1.7 loss in 2003 and $1.1 loss in 2002), reflecting weakness of the U.S. dollar in both 2003 and 2002, program fees on sale of accounts receivable ($1.1 in 2003 and $1.4 in 2002), reflecting lower receivable sales and fee rates in 2003, minority interests ($1.6 in 2003 and $1.0 in 2002), secondary stock offering fees ($.8 in 2003 and nil in 2002) and agency and commitment fees on the Company's credit facilities ($.6 in 2003 and $.4 in 2002).

        Expenses for early extinguishment of debt totaling $10.4 relate to the refinancing of the Company's senior credit facilities. Such one-time expenses include the call premium related to the redemption of the Company's Senior Subordinated Notes of $4.7, write-off of unamortized deferred debt issuance costs of $3.9 and other related fees and expenses of $1.8.

        Interest expense for the third quarter and nine months of 2003 was $7.2 and $23.0 compared to $11.5 and $37.2 for the 2002 periods. The decrease is attributable to lower average debt levels and lower interest rates.

        The provision for income taxes for the 2003 periods was at an effective rate of 34% compared to 34.5% in the 2002 periods.

Liquidity and Capital Resources

        Cash provided by operating activities was $105.0 in the first nine months of 2003 compared to $113.0 in the 2002 period. The decrease in cash flow relates primarily to a smaller reduction in the 2003 period in non-cash components of working capital and a net increase in cash out flows from other long term assets and liabilities, relating primarily to a $10.0 contribution to the Company's pension plan; offset in part by an increase in net income. The non-cash components of working capital decreased $2.7 in the first nine months of 2003, due primarily to a $8.3 increase in accounts payable, an operating reduction of $8.1 in inventory and an increase of $6.1 in accrued liabilities relating primarily to an increase in liabilities for income taxes, partially offset by a $19.3 increase in accounts receivable due to the higher level of sales. The non-cash components of working capital decreased $30.9 in the first nine months of 2002, due primarily to a $16.3 decrease in inventory as inventory levels were reduced in response to lower sales levels and an increase of $11.5 in accrued liabilities resulting from increases in liabilities for income taxes and interest.

        Accounts receivable increased $28.3, primarily due to increased sales volume, $6.6 of accounts receivable from acquired companies, and an $8.5 increase due to translation resulting from the relatively weaker U.S. dollar at September 30, 2003 compared to December 31, 2002, partially offset by an increase in receivables sold of $6.1. Days sales outstanding, computed before sales of receivables decreased to 65 days at September 30, 2003 from 66 days at December 31, 2002. Inventory increased $5.1 to $210.8. Such increase was attributable to the $8.0 impact of translation resulting from the relatively weaker U.S. dollar at September 30, 2003 compared to December 31, 2002 and $5.2 of inventory from acquired companies, partially offset by an operating reduction of $8.1. Inventory turnover increased to 3.8x in 2003 from 3.5x in 2002. Goodwill increased $17.5 to $504.3 as a result of acquisitions completed in 2003. Land and depreciable assets, net, increased $11.6 to $172.3, reflecting capital expenditures of $21.7, assets from acquisitions of approximately $8.7, an increase of $8.3 due to translation resulting from relatively weaker U.S. dollar at September 30, 2003 compared to December 31, 2002, and depreciation of $27.1.

        For the first nine months of 2003, cash from operating activities of $105.3, cash on hand of $3.7, proceeds from the refinancing of $27.9, additional sales of receivables of $6.1, and proceeds from

14

exercise of stock options of $27.8 were used primarily to fund capital expenditures of $21.7, acquisitions of $34.5 and for a net debt reduction of $114.5. For the first nine months of 2002, cash from operating activities of $113.0, cash on hand of $2.8, and proceeds from exercise of stock options of $5.0 were used to fund capital expenditures of $13.8, acquisitions of $14.0, a reduction in sales of receivables of $9.5 and a net reduction in bank debt of $83.4.

        During the second quarter the Company completed a refinancing of its senior credit facilities. Borrowings of $625.0 under a new bank loan agreement (Bank Agreement), described below, were used to repay $439.5 outstanding under the Company's previous bank agreement, redeem all outstanding senior subordinated notes totaling $148.7 (including the call premium of $4.7) and to pay other fees and expenses associated with the refinancing of $8.9. A prepayment of the new bank loan of $37.0 was made in June with excess borrowing proceeds and cash flow from operations and additional prepayments of $55.0 were made in the third quarter. The refinancing had the effect of extending the maturity of the Company's debt coming due in 2003 through 2007.

        The Company's new Bank Agreement includes a Term Loan, consisting of a Tranche A and B, and a $125.0 revolving credit facility. At September 30, 2003, the Tranche A had a balance of $120.0 and matures over the period 2004 to 2008, and the Tranche B had a balance of $413.0 and matures in 2010. The revolving credit facility expires in 2008; availability under the facility at September 30, 2003 was $116.5, after a reduction of $7.8 for outstanding letters of credit. The Company's interest rate on the revolving credit facility and Tranche A loan is LIBOR plus 200 basis points and on the Tranche B loan is LIBOR plus 250 basis points (200 basis points effective November 6, 2003). 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. In addition, if the Company's credit rating as assigned by Standard & Poor's or Moody's were to decline to BB- or Ba3, respectively, the Company would be required to perfect liens in favor of participants in the Bank Agreement in substantially all of the Company's U.S. based assets. At September 30, 2003, the Company's credit rating from Standard and Poor's was BB+ and from Moody's was Ba2. The Bank Agreement requires that the Company satisfy certain financial covenants including an interest coverage ratio of higher than 3x (EBITDA divided by interest expense) and a leverage test (Debt divided by EBITDA) lower than 3.8x. At September 30, 2003, such ratios as defined in the Bank Agreement, were 6.85x and 2.79x, respectively. The Bank Agreement also includes limitations with respect to, among other things, indebtedness in excess of $50 for capital leases, $200 for general indebtedness and $200 for acquisition indebtedness, of which approximately $1.9, $0 and $0 were outstanding at September 30, 2003, and restricted payments, including dividends on the Company's Common Stock, in excess of 50% of consolidated cumulative net income, or approximately $22.4 at September 30, 2003. In conjunction with entering into the new Bank Agreement the Company entered into interest rate swap agreements that fixed the Company's LIBOR interest rate on $250.0 and $150.0 of floating rate bank debt at 2.44% and 1.24%, expiring in 2006 and 2004, respectively.

        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.

        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 ongoing requirements for operating and capital expenditures, product development activities and debt service will be funded by internally generated cash flow and availability under the Company's revolving credit facility. The Company may also use cash to fund part or all of the cost of future acquisitions.

        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 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

15

May 2004. At September 30, 2003, approximately $69.3 of receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheet.

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 costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement entered into in connection with the acquisition in 1987. For all 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 reimburse Amphenol 100% of such costs. Honeywell representatives work closely with the Company in addressing the most significant environmental liabilities covered by the Agreement. 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.

Safe Harbor Statement

        Statements in this report that are not historical are "forward-looking" statements, which should be considered as subject to the many uncertainties that exist in the Company's operations and business environment. These uncertainties, which include, among other things, economic and currency conditions, market demand and pricing and competitive and cost factors are set forth in the Company's 2002 Annual Report on Form 10-K/A.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        There has been no material change in the Company's assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth, in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in its 2002 Annual Report on Form 10-K/A. Relative to interest rate risk, the Company completed a refinancing of its senior credit facilities during the second quarter as discussed in liquidity and capital resources above. In conjunction with the refinancing, the Company entered into interest rate swap agreements that fixed the Company's LIBOR interest rate on $250.0 and $150.0 of floating rate debt at 2.44% and 1.24%, expiring in 2006 and 2004, respectively. At September 30, 2003, the Company's average LIBOR rate was 1.80%. A 10% change in the LIBOR interest rate at September 30, 2003 would have the effect of increasing or decreasing interest expense by approximately $.2 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.

Item 4. 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" (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly 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.

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PART II OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

        Reference is made to the Company's 2002 Annual Report on Form 10-K/A.

Item 2.    CHANGES IN SECURITIES

        None

Item 3.    DEFAULTS UPON SENIOR SECURITIES

        None

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

        None

Item 5.    OTHER INFORMATION

        None

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)

Listing of Exhibits

10.1	Amendment No. 1 to Credit Agreement dated as of November 6, 2003, among Amphenol Corporation, the Lenders listed therein, and Deutsche Bank Trust Company Americas as Administrative Agent.
31.1	Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14; as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14; as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)

Reports on Form 8-K

        A Form 8-K was filed on July 22, 2003 under Item 9 furnishing Amphenol Corporation's press release dated July 16, 2003, setting forth the Company's second quarter 2003 earnings.

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SIGNATURE

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

AMPHENOL CORPORATION
By:	/s/  EDWARD G. JEPSEN Edward G. Jepsen Executive Vice President and Chief Financial Officer

DATE: November 14, 2003

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to Credit Agreement dated as of November 6, 2003, among Amphenol Corporation, the Lenders listed therein, and Deutsche Bank Trust Company Americas as Administrative Agent.*
31.1	Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14; as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification Pursuant to Exchange Act Rules 13a-14 and 15d-14; as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*

Filed herewith

**

Previously filed

19

QuickLinks

AMPHENOL CORPORATION Index to Quarterly Report on Form 10-Q
Part I. Financial Information
AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (dollars in thousands)
AMPHENOL CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) (dollars in thousands, except per share data)
AMPHENOL CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY for the nine months ended September 30, 2003 (Unaudited) (dollars in thousands)
AMPHENOL CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY for the nine months ended September 30, 2002 (Unaudited) (dollars in thousands)
AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) (dollars in thousands)
AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollars in millions, unless otherwise noted, except per share data)
PART II OTHER INFORMATION
SIGNATURE
EXHIBIT INDEX

EX-10.1

Exhibit 10.1

EXECUTION

AMPHENOL CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 6, 2003 and entered into by and among AMPHENOL CORPORATION, a Delaware corporation (“Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purpose of Section 2 hereof, the Credit Support Parties (as defined in Section 2 hereof), and is made with reference to that certain Credit Agreement, dated as of May 6, 2003, by and among Company, Lenders and Administrative Agent (the “Credit Agreement”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, Company desires to amend the Credit Agreement on, and subject to, the terms, conditions and agreements set forth herein, to create a new class of Tranche B1 Term Loans (the “Tranche B1 Term Loans”) having identical terms with, having the same rights and obligations under the Loan Documents as, and in the same aggregate principal amount as, the outstanding Tranche B Term Loans, as set forth in the Loan Documents, except as such terms are amended hereby;

WHEREAS, on the First Amendment Effective Date (as hereinafter defined), the outstanding Tranche B Term Loans will be converted into, or repaid in full with the proceeds of, the Tranche B1 Term Loans;

WHEREAS, (a) each Lender having a Tranche B1 Term Loan Commitment (as hereinafter defined) in excess of its outstanding Tranche B Term Loans on the First Amendment Effective Date (each such Lender an “Increasing Lender”) shall make Tranche B1 Term Loans to Company on the First Amendment Effective Date in the amount of the excess of such Tranche B1 Term Loan Commitment over such Increasing Lender’s Tranche B Term Loans, and (b) each new Lender having a Tranche B1 Term Loan Commitment (each a “New Tranche B1 Term Loan Lender”) which executes and delivers this Amendment shall make Tranche B1 Term Loans to Company on the First Amendment Effective Date in an amount equal to such New Tranche B1 Term Loan Lender’s Tranche B1 Term Loan Commitment, the proceeds of which shall be used by Company to repay the outstanding principal amount of Tranche B Term Loans of existing Lenders that do not execute and deliver this Amendment (the “Exiting Lenders”);

WHEREAS, each Lender having Tranche B Term Loans outstanding as of the date hereof and who executes and delivers this Amendment shall be deemed, upon the First Amendment Effective Date, to have converted its Tranche B Term Loans into Tranche B1 Term Loans in the same aggregate principal amount as such Lender’s Tranche B1 Term Loan

Commitment (less, in the case of any Increasing Lender, the amount of Tranche B1 Term Loans made to repay Exiting Lenders’ Tranche B Term Loans); and

WHEREAS, Company shall pay to each Lender having Tranche B Term Loans outstanding as of the First Amendment Effective Date all accrued and unpaid interest on such Tranche B Term Loans on the First Amendment Effective Date;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1Amendments to Subsection 1.1: Certain Defined Terms.

Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting each of the definitions of “Consolidated Total Debt”, “Delayed Draw Term B Loans”, “Delayed Draw Term B Loan Commitment”, “Delayed Draw Term B Loan Commitment Termination Date” and “Delayed Draw Term B Loan Period”, contained therein and (ii) adding to such subsection the following definitions which shall be inserted in proper alphabetical order:

“Applicable Tranche B1 Base Rate Margin” means with respect to any date of determination, a rate per annum equal to 1.00%.

“Applicable Tranche B1 LIBOR Margin” means with respect to any date of determination, a rate per annum equal to 2.00%.

“Consolidated Total Debt” means, without duplication, as at any date of determination, (a) the aggregate stated balance sheet amount of all Indebtedness of Company and its Subsidiaries under clauses (i), (ii) and (iii) of the definition of “Indebtedness” (but only to the extent, in the case of said clause (iii), of any drawings honored under letters of credit and not yet reimbursed by Company or any of its Subsidiaries), as determined on a consolidated basis in accordance with GAAP plus (b) the Accounts Receivable Facility Amount.”

“First Amendment” means that certain First Amendment to this Agreement dated as of November 6, 2003.

“First Amendment Effective Date” has the meaning assigned to that term in the First Amendment.

“Tranche B1 Lender” means a Lender that has Tranche B1 Term Loan Exposure.

“Tranche B1 Term Loan Commitment” means the commitment of a Lender to make (and/or convert from Tranche B Term Loans) on the First Amendment Effective Date Tranche B1 Term Loans pursuant to subsections 2.1A(ii) and “Tranche B1 Term Loan Commitments” means such commitments of all Lenders in the aggregate.

2

“Tranche B1 Term Loan Exposure” means, with respect to any Lender as of any date of determination, the outstanding principal amount of the Tranche B1 Term Loan of that Lender.

“Tranche B1 Term Loans” means the Loans made as Tranche B1 Term Loans (and/or converted into Tranche B1 Term Loans from Tranche B Term Loans) on the First Amendment Effective Date by Lenders to Company pursuant to subsection 2.1A(ii).

“Tranche B1 Term Notes” means any promissory notes of Company issued pursuant to subsection 2.1E to evidence the Tranche B1 Term Loans of any Lenders, substantially in the form of Exhibit V annexed hereto, as they may be amended, supplemented or otherwise modified from time to time.

1.2Amendments to Subsection 2.1: Commitments; Making of Loans; the Register; Notes.

A.Subsection 2.1A of the Credit Agreement is hereby amended by deleting the first sentence contained therein in its entirety and substituting the following therefor:

“Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Company herein set forth, each Lender hereby severally agrees to make the Loans described in subsections 2.1A(ii) and 2.1A(iii) and Swing Line Lender hereby agrees to make the Swing Line Loans as described in subsection 2.1A(iv).”.

B.Subsection 2.1A of the Credit Agreement is hereby further amended by deleting clause (i) thereof in its entirety and substituting the following therefor:

“(i) Tranche A Term Loans.  On the First Amendment Effective Date, each Lender that has a Tranche A Term Loan Commitment shall have an outstanding Tranche A Term Loan in an amount equal to its Pro Rata Share of the aggregate amount of the Tranche A Term Loan Commitments.  The amount of each Lender’s Tranche A Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Tranche A Term Loan Commitments on the First Amendment Effective Date is $120,000,000; provided that the Tranche A Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.1B.  Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.”.

C.Subsection 2.1A of the Credit Agreement is hereby further amended by deleting clause (ii) thereof in its entirety and substituting the following therefor:

“(ii) Tranche B1 Term Loans.   Each Lender that has a Tranche B1 Term Loan Commitment severally agrees (a) to convert on the First Amendment Effective Date each “Tranche B Term Loan” made by such Lender under (and as defined in) this Agreement and outstanding immediately prior to giving effect to the First Amendment to a Tranche B1 Term Loan hereunder (and Company hereby agrees

3

to such conversion) and (b) to make to Company on the First Amendment Effective Date Tranche B1 Term Loans hereunder in an amount equal to the excess (if any) of such Lender’s Tranche B1 Term Loan Commitment over such Lender’s Tranche B Term Loans (if any) being converted on the First Amendment Effective Date to Tranche B1 Term Loans, so that, after giving effect to the conversion of such Tranche B Term Loans into Tranche B1 Term Loans pursuant to clause (a) above and the making of all such Tranche B1 Term Loans pursuant to clause (b) above, each Lender that has a Tranche B1 Term Loan Commitment will have made or deemed made, as the case may be, a Tranche B1 Term Loan to Company in an amount equal to its Pro Rata Share of the aggregate amount of the Tranche B1 Term Loan Commitments, to be used for the purposes identified in subsection 2.5A.  The amount of each Lender’s Tranche B1 Term Loan Commitment is set forth on its signature page hereto and the aggregate amount of the Tranche B1 Term Loan Commitments is $413,000,000.  Each Tranche B1 Term Loan shall be deemed to have the same Interest Period as the Tranche B Term Loan it replaces, and no making of or conversion into a Tranche B1 Term Loan hereunder shall result in the commencement of a new Interest Period.  Amounts borrowed (or converted) under this subsection 2.1A(ii) and subsequently repaid and prepaid may not be reborrowed.”.

D.Subsection 2.1B of the Credit Agreement is hereby amended by deleting the second proviso contained in the first paragraph therein.

1.3Amendments to Subsection 2.2: Interest on the Loans.

Subsection 2.2D of the Credit Agreement is hereby amended by deleting the first proviso contained in the second paragraph therein.

1.4Amendment to Subsection 2.3: Fees.

Subsection 2.3B of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“B.  [Reserved].”.

1.5Amendment to Subsection 2.4: Repayments, Prepayments and Reductions in Revolving Loan Commitments; General Provisions Regarding Payments; Application of Proceeds of Collateral and Payments Under the Guaranties.

Subsection 2.4A of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“A.  Scheduled Payments of Term Loans.

(i)Scheduled Payments of Tranche A Term Loans.  Company shall make principal payments on the Tranche A Term Loans in installments on the dates and in the amounts set forth below:

4

Date	Scheduled Repayment
December 31, 2004	$	7,500,000
June 30, 2005	$	7,500,000
December 31, 2005	$	12,500,000
June 30, 2006	$	12,500,000
December 31, 2006	$	17,500,000
June 30, 2007	$	17,500,000
December 31, 2007	$	22,500,000
May 6, 2008	$	22,500,000
Total:	$	120,000,000

; provided that the scheduled installments of principal of the Tranche A Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Tranche A Term Loans in accordance with subsection 2.4B(iv); and provided, further that the Tranche A Term Loans and all other amounts owed hereunder with respect to the Tranche A Term Loans shall be paid in full no later than the fifth anniversary of the Closing Date, and the final installment payable by Company in respect of the Tranche A Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by Company under this Agreement with respect to the Tranche A Term Loans.

(ii)Scheduled Payments of Tranche B1 Term Loans.  The Tranche B1 Term Loans and all other amounts owed hereunder with respect to the Tranche B1 Term Loans shall be paid in full no later than May 6, 2010.”.

1.6Amendment to Subsection 2.5: Use of Proceeds.

A.Subsection 2.5 of the Credit Agreement is hereby amended by deleting subsection 2.5A in its entirety and substituting the following therefor:

“A.Tranche B1 Term Loans.  The proceeds of the Tranche B1 Term Loans shall be applied by Company to repay in full the principal amount of all “Tranche B Term Loans” under this Agreement outstanding immediately prior to giving effect to the First Amendment which are not converted into Tranche B1 Term Loans pursuant to the terms of this Agreement as amended by the First Amendment.”.

B.Subsection 2.5 of the Credit Agreement is hereby further amended by deleting subsection 2.5C in its entirety.

5

1.7Amendment to Subsection 2.6:  Special Provisions Governing LIBOR Loans.

Subsection 2.6 of the Credit Agreement is hereby amended by inserting the following text at the end of subsection 2.6D:

“; provided that no amounts shall be payable under this Subsection 2.6D as a result of (i) the making of, or conversion of Tranche B Term Loans into, Tranche B1 Term Loans or (ii) the prepayment or repayment of any Tranche B Term Loans, in each case pursuant to the terms of First Amendment.”.

1.8Amendment to Subsection 7.5: Restricted Junior Payments.

Subsection 7.5 of the Credit Agreement is hereby amended by deleting clause (i) from the first proviso contained therein and substituting the following therefor:

“(i) Company may redeem the Existing Subordinated Notes and”.

1.9References to Tranche B Term Loans and Related Terms.

As of the First Amendment Effective Date, and immediately after the prepayment of all Tranche B Term Loans in accordance with the terms of the Credit Agreement as amended hereby, (i) the definitions of “Applicable Tranche B Base Rate Margin”, “Applicable Tranche B LIBOR Margin”, “Tranche B Lender”, “Tranche B Term Loan Commitment(s)”, “Tranche B Term Loan Exposure”, “Tranche B Term Loans” and “Tranche B Term Notes” shall be deleted and (ii) all references to “Applicable Tranche B Base Rate Margin”, “Applicable Tranche B LIBOR Margin”, “Tranche B Lender”,  “Tranche B Term Loan Commitment(s)”, “Tranche B Term Loan Exposure”, “Tranche B Term Loans” and “Tranche B Term Notes” contained in the Credit Agreement (and the other Loan Documents) shall be deemed to be references to the “Applicable Tranche B1 Base Rate Margin”, “Applicable Tranche B1 LIBOR Margin”, “Tranche B1 Lender”, “Tranche B1 Term Loan Commitment(s)”, “Tranche B1 Term Loan Exposure”, “Tranche B1 Term Loans” and “Tranche B1 Term Notes”, respectively, in each case except as such references apply to Tranche B Term Loans being converted into or being repaid out of the proceeds of the Tranche B1 Term Loans on the First Amendment Effective Date.

1.10Substitution of Exhibits and Schedules.

A.Exhibit I to the Credit Agreement is hereby amended by deleting said Exhibit I in its entirety and substituting in place thereof a new Exhibit I in the form of Annex A to this Amendment.

B.Exhibit V to the Credit Agreement is hereby amended by deleting said Exhibit V in its entirety and substituting in place thereof a new Exhibit V in the form of Annex B to this Amendment.

C.Schedule 2.1 to the Credit Agreement is hereby amended by deleting said Schedule 2.1 in its entirety and substituting in place thereof a new Schedule 2.1 in the form of Annex C to this Amendment.

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Section 2.          ACKNOWLEDGEMENT AND CONSENT

Each of Company and each Subsidiary Guarantor (each individually a “Credit Support Party” and collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under each of the Loan Documents to which such Credit Support Party is a party shall not be impaired and each of the Loan Documents to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Section 3. CONDITIONS TO EFFECTIVENESS

Section 1 of this Amendment shall become effective only upon the satisfaction of all of the conditions precedent (the date of satisfaction of all such conditions precedent being referred to herein as the “First Amendment Effective Date”) set forth in this Section 3.

A.Corporate Documents.  On or before the First Amendment Effective Date, Company shall and shall cause each other Credit Support Party to deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel), with respect to Company or such other Credit Party, as the case may be, a Secretary’s Certificate, in form and substance reasonably satisfactory to Administrative Agent and dated the First Amendment Effective Date, certifying that (1) the Organizational Documents of Company, (2) the resolutions of the Board of Directors of Company and each other Credit Support Party and (3) the signature and incumbency certificate of Company and each other Credit Support Party, in each case, as delivered to Administrative Agent on the Closing Date, are in full force and effect and have not been amended or modified in any respect since the Closing Date.

B.Amendment.  Administrative Agent shall have received from (i) the Requisite Lenders, (ii) Increasing Lenders and/or New Tranche B1 Term Loan Lenders providing Tranche B1 Term Loan Commitments in an amount sufficient to repay all of the outstanding principal amount (as of the First Amendment Effective Date) of the Tranche B Term Loans owed to the Exiting Lenders, and (iii) Company and the other Credit Support Parties, (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

C.Opinion of Counsel.On or before the First Amendment Effective Date, Company shall have delivered to Lenders (or to Administrative Agent for Lenders with

7

sufficient originally executed copies, where appropriate, for each Lender and its counsel) originally executed copies of one or more favorable written opinions of (i) Edward G. Wetmore, general counsel for Company and (ii) Simpson Thacher & Bartlett, special counsel for the Company, in each case in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the First Amendment Effective Date, with respect to the enforceability of this Amendment and the Tranche B1 Term Notes (this Amendment constituting a written request by Company to such counsel to deliver such opinions to Lenders).

D.Notice of Borrowing. Administrative Agent shall have received a Notice of Borrowing meeting the requirements of subsection 2.1B of the Credit Agreement.  Such Notice of Borrowing shall be deemed (i) to the extent of any conversion of Tranche B Term Loans to Tranche B1 Term Loans, to request such conversion, and (ii) to the extent of the aggregate principal amount of any Exiting Lenders’ Tranche B Term Loans, to request the funding of Tranche B1 Term Loans from any Increasing Lender and/or any New Tranche B1 Lenders in accordance with subsection 2.1A(ii), and to direct the voluntary prepayment of all Exiting Lenders’ Tranche B Term Loans in accordance with subsection 2.4B(iv) of the Credit Agreement.

E.Interest Payments.  Company shall have paid to all Lenders having Tranche B Term Loans, simultaneously with the making of the Tranche B1 Term Loans hereunder, all accrued and unpaid interest on their Tranche B Term Loans to the First Amendment Effective Date.

F.Fees.  Administrative Agent shall have received any fees separately agreed upon between Company and Administrative Agent.

Section 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Administrative Agent to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to Administrative Agent and each Lender that the following statements are true, correct and complete:

A.Authorization; Binding Obligations.  Company has all requisite corporate power and authority to enter into this Amendment.  The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate action by Company.  This Amendment has been duly executed and delivered by Company and is the legally valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles relating to enforceability.

B.No Conflict.  The execution and delivery by Company of this Amendment do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to Company, the Organizational Documents of Company or any order, judgment or decree of any court or other agency of government binding on Company,

8

(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company, (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation upon any of the properties or assets of Company (other than any Liens created under any of the Loan Documents in favor of Collateral Agent on behalf of Lenders or PBGC).

C.Governmental Consents.  The execution and delivery by Company of this Amendment do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except any thereof that have been obtained and are in full force and effect.

D.Incorporation of Representations.  Each representation and warranty of Company contained in each of the Loan Documents is true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date except to the extent such representations and warranties relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date.

E.Absence of Default.  No event has occurred and is continuing or would result from the execution, delivery or performance of this Amendment that constitutes or would constitute an Event of Default or a Potential Event of Default after giving effect to this Amendment.

Section 5. MISCELLANEOUS

A.Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(ii)Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent, or any Lender under, the Credit Agreement or any of the other Loan Documents.

B.Obligations of New Tranche B1 Term Loan Lenders.  Company and each New Tranche B1 Term Loan Lender hereby agrees that, upon the effectiveness of this Amendment, such New Tranche B1 Term Loan Lender shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and shall be deemed

9

to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Tranche B1 Term Loans.

C.Fees and Expenses.  Loan Parties acknowledge that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by the Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Loan Parties.

D.Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

E.Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

F.Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

10

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

COMPANY:
	AMPHENOL CORPORATION
	By:	/s/ Diana G. Reardon
		Name:	Diana G. Reardon
		Title:	Treasurer
CREDIT SUPPORT PARTIES:
(for purposes of Section 2)	ADVANCED CIRCUIT TECHNOLOGY, INC.
	By:	/s/ Diana G. Reardon
		Name:	Diana G. Reardon
		Title:	Treasurer
	AMPHENOL AEROSPACE FRANCE, INC.
	By:	/s/ Diana G. Reardon
		Name:	Diana G. Reardon
		Title:	Treasurer
	AMPHENOL CONNEX CORPORATION
	By:	/s/ Diana G. Reardon
		Name:	Diana G. Reardon
		Title:	Treasurer

S-1

AMPHENOL COMMERCIAL & INDUSTRIAL FRANCE, L.L.C.
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer
AMPHENOL INTERCONNECT PRODUCTS CORPORATION
By:	/s/ Edward G. Jepsen
	Name:	Edward G. Jepsen
	Title:	EVP & CFO
AMPHENOL INTERNATIONAL LTD.
By:	/s/ Edward G. Jepsen
	Name:	Edward G. Jepsen
	Title:	EVP & CFO
AMPHENOL OPTIMIZE MANUFACTURING CO.
By:	/s/ Edward G. Jepsen
	Name:	Edward G. Jepsen
	Title:	EVP & CFO
AMPHENOL T&M ANTENNAS, INC.
By:	/s/ Edward G. Jepsen
	Name:	Edward G. Jepsen
	Title:	EVP & CFO

S-2

AMPHENOL USHOLDCO INC.
By:	/s/ Edward G. Jepsen
	Name:	Edward G. Jepsen
	Title:	EVP & CFO
SINE SYSTEMS CORPORATION
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer
TIMES FIBER COMMUNICATIONS, INC.
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer
TIMES WIRE & CABLE COMPANY
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer
AMPHENOL PCD, INC.
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer

S-3

KONNEKTECH, LTD.
By:	/s/ Diana G. Reardon
	Name:	Diana G. Reardon
	Title:	Treasurer

S-4

LENDERS:
	DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Administrative Agent
	By:	/s/ Marguerite Sutton
		Name:	Marguerite Sutton
		Title:	Vice President

S-5

Annex A

(See Attached)

A-1

EXHIBIT I

[**FORM OF**]

NOTICE OF BORROWING

Pursuant to that certain Credit Agreement dated as of May 6, 2003 (said Credit Agreement, as amended by that certain First Amendment to Credit Amendment dated as of the date hereof and as it may be further amended, supplemented, restated, replaced, or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Amphenol Corporation, a Delaware corporation (“Company”), the financial institutions party thereto as Lenders (“Lenders”), Fleet National Bank and Royal Bank of Canada, as Co-Documentation Agents, UBS Warburg LLC, as Syndication Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent for Lenders (“Administrative Agent”) and Collateral Agent for Lenders, this represents Company’s request to borrow as follows:

1.	Date of borrowing:	,
2.	Amount of borrowing:	$
3.	Lender(s):	o   a.	Lenders, in accordance with their applicable Pro Rata Shares
		o    b.	Swing Line Lender
4.	Type of Loans:	o    b.	Tranche B1 Term Loans
		o    d.	Revolving Loans
		o    e.	Swing Line Loan
5.	Interest rate option:	o    a.	Base Rate Loan(s)
		o    b.	LIBOR Loans with an initial Interest Period of                     month(s)
6.	Company’s account:	Name of Bank:
		ABA Number:
		Name of A/C:
		Account Number:

The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent.

The undersigned officer, to the best of his or her knowledge, and Company certify that:

(i)The representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically

I-1

 relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; and

(ii)No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default.

DATED:	AMPHENOL CORPORATION
	By:
		Name:
		Title:

I-2

Annex B

(See Attached)

B-1

EXHIBIT V

[**FORM OF**] TRANCHE B1 TERM NOTE

AMPHENOL CORPORATION

PROMISSORY NOTE DUE MAY 6, 2010

$                              (1)	New York, New York
	November 6, 2003

FOR VALUE RECEIVED, AMPHENOL CORPORATION, a Delaware corporation (“Company”), promises to pay to                     (2) (“Payee”) or its registered assigns the principal amount of                             (3) ($[**1**]) in the installments referred to below.

Company also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement dated as of May 6, 2003 (said Credit Agreement, as amended by that certain First Amendment to Credit Agreement dated as of the date hereof and as it may further be amended, supplemented, restated, replaced, or otherwise modified from time to time, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined) by and among Company, the financial institutions party thereto as Lenders (“Lenders”), Fleet National Bank and Royal Bank of Canada, as Co-Documentation Agents, UBS Warburg LLC, as Syndication Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent for Lenders (“Administrative Agent”) and Collateral Agent for Lenders.

This Note is one of Company’s “Tranche B1 Term Notes” in the aggregate principal amount of $413,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Tranche B1 Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.  Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii) of the Credit Agreement, Company and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loan evidenced hereby.  Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall

(1)           Insert amount of Lender’s Tranche B1 Term Loan in numbers.

(2)           Insert Lender’s name in capital letters.

(3)           Insert amount of Lender’s Tranche B1 Term Loan in words.

V-1

not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note.

Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note.

This Note is subject to mandatory prepayment as provided in subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of Company as provided in subsection 2.4B(i) of the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in subsections 10.1 and 10.15 of the Credit Agreement.

Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

V-2

IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

AMPHENOL CORPORATION
By:
	Name:
	Title:

V-3

Annex C

(See Attached)

C-1

Schedule 2.1

LENDERS	REVOLVING LOAN COMMITMENT			%		TRANCHE A TERM LOAN COMMITMENT		%		TOTAL		%
BK AMER	$		2,500,000.00	2.00	%	$	2,400,000.00	2.00	%	$	4,900,000.00	2.000	%
BK NY	$	7,500,000.00		6.00	%	$	7,200,000.00	6.00	%	$	14,700,000.00	6.000	%
CHEVY CHASE	$	5,000,000.00		4.00	%	$	4,800,000.00	4.00	%	$	9,800,000.00	4.000	%
DB TRUST AMERICAS	$	15,450,000.00		12.36	%	$	9,168,000.00	7.64	%	$	24,618,000.00	10.048	%
FIRSTRUST	$	3,000,000.00		2.40	%	$	2,880,000.00	2.40	%	$	5,880,000.00	2.400	%
JP MORGAN CHASE	$	5,000,000.00		4.00	%	$	4,800,000.00	4.00	%	$	9,800,000.00	4.000	%
NATL CITY BK CLEVELAND	$	6,250,000.00		5.00	%	$	6,000,000.00	5.00	%	$	12,250,000.00	5.000	%
NORINCHUKIN	$	7,500,000.00		6.00	%	$	7,200,000.00	6.00	%	$	14,700,000.00	6.000	%
PIMCO - DELANO	$	0.00		0.00	%	$	4,992,000.00	4.16	%	$	4,992,000.00	2.038	%
PIMCO - ROYALTON CO	$	0.00		0.00	%	$	3,840,000.00	3.20	%	$	3,840,000.00	1.567	%
ROYAL BK CAN	$	15,450,000.00		12.36	%	$	14,832,000.00	12.36	%	$	30,282,000.00	12.360	%
RZB	$	2,500,000.00		2.00	%	$	2,400,000.00	2.00	%	$	4,900,000.00	2.000	%
UBS AG	$	11,650,000.00		9.32	%	$	8,016,000.00	6.68	%	$	19,666,000.00	8.027	%
UFJ BK(SANWA)	$	7,500,000.00		6.00	%	$	7,200,000.00	6.00	%	$	14,700,000.00	6.000	%
FLEET NATIONAL BANK	$	15,450,000.00		12.36	%	$	14,832,000.00	12.36	%	$	30,282,000.00	12.360	%
NORDEA BANK FINLAND PLC	$	6,250,000.00		5.00	%	$	6,000,000.00	5.00	%	$	12,250,000.00	5.000	%
PB CAPITAL CORP.(FKA BHF)	$	7,500,000.00		6.00	%	$	7,200,000.00	6.00	%	$	14,700,000.00	6.000	%
WEBSTER BK	$	6,500,000.00		5.20	%	$	6,240,000.00	5.20	%	$	12,740,000.00	5.200	%
TOTAL	$	125,000,000.00		100.00	%	$	120,000,000.00	100.00	%	$	245,000,000.00	100.00	%

EX-31.1

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT
RULES 13a—14 AND 15d—14 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

        I, Martin H. Loeffler, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Amphenol Corporation;

2.

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

3.

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

4.

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

(a)

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

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2003

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

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EX-31.2

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT
RULES 13a—14 AND 15d—14 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

        I, Edward G. Jepsen, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Amphenol Corporation;

2.

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

3.

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

4.

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

(a)

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

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2003

/s/  Edward G. Jepsen Edward G. Jepsen
Executive Vice President
and Chief Financial Officer

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EX-32.1

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EXHIBIT 32.1

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 quarterly report of Amphenol Corporation (the "Company") on Form 10-Q for the period ended September 30, 2003, 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: November 14, 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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EX-32.2

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EXHIBIT 32.2

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 quarterly report of Amphenol Corporation (the "Company") on Form 10-Q for the period ended September 30, 2003, 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: November 14, 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