<Page> - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q <Table> <C> <S> /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </Table> FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001 OR <Table> <C> <S> / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 </Table> FOR THE TRANSITION PERIOD FROM ______________ TO ______________ COMMISSION FILE NUMBER 1-10879 ------------------------ AMPHENOL CORPORATION (Exact name of Registrant as specified in its Charter) <Table> <S> <C> DELAWARE 22-2785165 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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) </Table> ------------------------ 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 /X/ No / / As of October 31, 2001, the total number of shares outstanding of Class A Common Stock was 42,298,819. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- <Page> AMPHENOL CORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q <Table> <Caption> PAGE -------- <S> <C> <C> Part I Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheet September 30, 2001 and December 31, 2000......................................... 3 Condensed Consolidated Statement of Income three and nine months ended September 30, 2001 and 2000.................. 4 Condensed Consolidated Statement of Changes in Shareholders' Equity nine months ended September 30, 2001............... 5 Condensed Consolidated Statement of Changes in Shareholders' Deficit nine months ended September 30, 2000.............. 6 Condensed Consolidated Statement of Cash Flow nine months ended September 30, 2001 and 2000......................... 7 Notes to Condensed Consolidated Financial Statements........ 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................................... 13 Part II Other Information Item 1. Legal Proceedings........................................... 14 Item 2. Changes in Securities....................................... 14 Item 3. Defaults upon Senior Securities............................. 14 Item 4. Submission of Matters to a Vote of Security-Holders......... 14 Item 5. Other Information........................................... 14 Item 6. Exhibits and Reports on Form 8-K............................ 14 Signatures.................................................................. 17 </Table> 2 <Page> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) <Table> <Caption> SEPTEMBER 30, DECEMBER 31, 2001 2000 -------------- ------------- (UNAUDITED) <S> <C> <C> ASSETS Current Assets: Cash and short-term cash investments...................... $ 22,749 $ 24,585 Accounts receivable, less allowance for doubtful accounts of $3,395 and $3,044, respectively...................... 142,291 170,222 Inventories............................................... 215,448 197,626 Prepaid expenses and other assets......................... 20,018 20,237 ---------- ---------- Total current assets........................................ 400,506 412,670 ---------- ---------- Land and depreciable assets, less accumulated depreciation of $255,824 and $228,999, respectively.................... 163,777 160,985 Deferred debt issuance costs................................ 6,355 8,030 Excess of cost over fair value of net assets acquired....... 462,365 411,182 Other assets................................................ 10,565 11,455 ---------- ---------- $1,043,568 $1,004,322 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable.......................................... $ 81,458 $ 122,010 Accrued interest.......................................... 12,180 10,731 Accrued salaries, wages and employee benefits............. 24,594 32,585 Other accrued expenses.................................... 34,097 49,083 Current portion of long-term debt......................... 59,468 28,130 ---------- ---------- Total current liabilities................................... 211,797 242,539 ---------- ---------- Long-term debt.............................................. 689,164 700,216 Deferred taxes and other liabilities........................ 32,913 32,333 Shareholders' Equity: Common stock.............................................. 43 42 Additional paid-in deficit................................ (280,285) (305,464) Accumulated earnings...................................... 426,060 358,386 Accumulated other comprehensive loss...................... (36,124) (23,730) ---------- ---------- Total shareholders' equity.............................. 109,694 29,234 ---------- ---------- $1,043,568 $1,004,322 ========== ========== </Table> See accompanying notes to condensed consolidated financial statements. 3 <Page> AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) <Table> <Caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- ------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> Net sales................................. $ 252,581 $ 354,694 $ 843,399 $ 990,253 Costs and expenses: Cost of sales, excluding depreciation and amortization...................... 161,659 231,392 533,331 648,060 Depreciation and amortization expense... 8,302 7,226 24,467 21,625 Selling, general and administrative expense............................... 36,398 48,353 119,200 136,121 Amortization of goodwill................ 3,648 3,333 10,688 9,934 ----------- ----------- ----------- ----------- Operating income.......................... 42,574 64,390 155,713 174,513 Interest expense.......................... (14,042) (15,462) (42,361) (46,799) Other expenses, net....................... (1,218) (2,772) (4,404) (6,505) ----------- ----------- ----------- ----------- Income before income taxes................ 27,314 46,156 108,948 121,209 Provision for income taxes................ (10,681) (17,322) (41,274) (45,901) ----------- ----------- ----------- ----------- Net income................................ $ 16,633 $ 28,834 $ 67,674 $ 75,308 =========== =========== =========== =========== Net income per common share--basic........ $ .40 $ .69 $ 1.62 $ 1.81 =========== =========== =========== =========== Average common shares outstanding--basic.................... 42,000,308 41,653,285 41,793,158 41,551,448 =========== =========== =========== =========== Net income per common share--diluted...... $ .39 $ .67 $ 1.58 $ 1.76 =========== =========== =========== =========== Average common shares outstanding-- diluted............................... 43,031,178 43,087,628 42,848,102 42,839,164 =========== =========== =========== =========== </Table> See accompanying notes to condensed consolidated financial statements. 4 <Page> AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) (DOLLARS IN THOUSANDS) <Table> <Caption> ACCUMULATED ADDITIONAL OTHER TOTAL COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS' STOCK DEFICIT INCOME EARNINGS LOSS EQUITY -------- ---------- ------------- ----------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> Beginning balance at December 31, 2000........... $42 ($305,464) $358,386 ($23,730) $ 29,234 Comprehensive income: Net income.................. [$67,674] 67,674 67,674 -------- Other comprehensive loss: Foreign currency translation adjustment................ (7,143) (7,143) (7,143) Unrealized loss on revaluation of derivatives, net of tax... (5,251) (5,251) (5,251) -------- Other comprehensive loss.... ($12,394) -------- Comprehensive income........ [$55,280] ======== Issuance of 606,796 shares of common stock related to acquisition................. 1 24,999 25,000 Other adjustments............. 180 180 --- --------- -------- -------- -------- Ending balance at September 30, 2001.......... $43 ($280,285) $426,060 ($36,124) $109,694 === ========= ======== ======== ======== </Table> See accompanying notes to condensed consolidated financial statements. 5 <Page> AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) (DOLLARS IN THOUSANDS) <Table> <Caption> ACCUMULATED ADDITIONAL OTHER TOTAL COMMON PAID-IN COMPREHENSIVE ACCUMULATED COMPREHENSIVE SHAREHOLDERS' STOCK DEFICIT INCOME EARNINGS LOSS DEFICIT -------- ---------- --------------- ----------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> Beginning balance at December 31, 1999........... $42 ($318,662) $250,482 ($13,028) ($81,166) Comprehensive income: Net income.................. [$ 75,308] 75,308 75,308 --------------- Other comprehensive loss: Foreign currency translation adjustment................ (12,782) (12,782) (12,782) --------------- Comprehensive income.......... [$ 62,526] =============== Issuance of 279,414 shares of common stock related to acquisitions................ 10,517 10,517 Stock options exercised, including tax benefits...... 2,480 2,480 Other adjustments............. 135 135 --- --------- -------- -------- -------- Ending balance at September 30, 2000.......... $42 ($305,530) $325,790 ($25,810) ($ 5,508) === ========= ======== ======== ======== </Table> See accompanying notes to condensed consolidated financial statements. 6 <Page> AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (DOLLARS IN THOUSANDS) <Table> <Caption> NINE MONTHS ENDED SEPTEMBER 30, ------------------- 2001 2000 -------- -------- <S> <C> <C> Net income.................................................. $ 67,674 $ 75,308 Adjustments for cash from operations: Depreciation and amortization............................. 35,155 31,559 Amortization of deferred debt issuance costs.............. 1,675 1,677 Net change in non-cash components of working capital...... (22,314) (2,902) -------- -------- Cash flow provided by operations............................ 82,190 105,642 -------- -------- Cash flow from investing activities: Capital additions, net.................................... (28,397) (35,454) Investments in acquisitions............................... (57,822) (60,528) -------- -------- Cash flow used by investing activities...................... (86,219) (95,982) -------- -------- Cash flow from financing activities: Net change in borrowings under revolving credit facilities.............................................. 52,793 (6,799) Decrease in borrowings under Bank Agreement............... (30,000) (25,252) Net change in receivables sold............................ (20,600) 25,000 Proceeds from stock options exercised..................... -- 1,894 -------- -------- Cash provided by (used by) financing activities............. 2,193 (5,157) -------- -------- Net change in cash and short-term cash investments.......... (1,836) 4,503 Cash and short-term cash investments balance, beginning of period.................................................... 24,585 12,898 -------- -------- Cash and short-term cash investments balance, end of period.................................................... $ 22,749 $ 17,401 ======== ======== Cash paid during the period for: Interest.................................................. $ 39,237 $ 40,709 Income taxes paid, net of refunds......................... 44,665 39,840 </Table> See accompanying notes to condensed consolidated financial statements. 7 <Page> 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, 2001 and December 31, 2000, and the related condensed consolidated statements of income for the three and nine months ended September 30, 2001 and 2000 and of changes in shareholders' equity/(deficit) and of cash flow for the nine months ended September 30, 2001 and 2000 include the accounts of Amphenol Corporation (the "Company") and its subsidiaries. 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, 2001 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 2000 Annual Report on Form 10-K. NOTE 2. INVENTORIES Inventories consist of: <Table> <Caption> SEPTEMBER 30, DECEMBER 31, 2001 2000 -------------- ------------- (UNAUDITED) <S> <C> <C> Raw materials and supplies.......................... $ 36,776 $ 37,191 Work in process..................................... 127,128 118,961 Finished goods...................................... 51,544 41,474 -------- -------- $215,448 $197,626 ======== ======== </Table> NOTE 3. REPORTABLE BUSINESS SEGMENTS (UNAUDITED) 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 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, goodwill and other intangible amortization expense, headquarters' expense allocations, income taxes and nonrecurring gains and losses. The Company's reportable segments are an aggregation of business units that have similar production processes and products. The segment results for the three months ended September 30, 2001 and 2000 are as follows: <Table> <Caption> INTERCONNECT PRODUCTS AND ASSEMBLIES CABLE PRODUCTS TOTAL --------------------- ------------------- ------------------- 2001 2000 2001 2000 2001 2000 --------- --------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> Net sales -external.............................. $212,523 $267,237 $40,058 $87,457 $252,581 $354,694 -intersegment.......................... 213 -- 1,007 6,023 1,220 6,023 Segment operating income................. 40,910 52,247 6,407 18,243 47,317 70,490 </Table> 8 <Page> AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) NOTE 3. REPORTABLE BUSINESS SEGMENTS (UNAUDITED) (CONTINUED) The segment results for the nine months ended September 30, 2001 and 2000 are as follows: <Table> <Caption> INTERCONNECT PRODUCTS AND ASSEMBLIES CABLE PRODUCTS TOTAL --------------------- ------------------- ------------------- 2001 2000 2001 2000 2001 2000 --------- --------- -------- -------- -------- -------- <S> <C> <C> <C> <C> <C> <C> Net sales -external............................ $686,190 $746,162 $157,209 $244,091 $843,399 $990,253 -intersegment........................ 1,086 89 5,876 13,395 6,962 13,484 Segment operating income............... 141,440 144,136 31,644 50,355 173,084 194,491 </Table> Reconciliation of segment operating income to consolidated income before taxes for the third quarter and nine months ended September 30, 2001 and 2000: <Table> <Caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------- ------------------- 2001 2000 2001 2000 -------- -------- -------- -------- <S> <C> <C> <C> <C> Segment operating income............................. $ 47,317 $ 70,490 $173,084 $194,491 Amortization of goodwill............................. (3,648) (3,333) (10,688) (9,934) Interest expense..................................... (14,042) (15,462) (42,361) (46,799) Other net expenses................................... (2,313) (5,539) (11,087) (16,549) -------- -------- -------- -------- Consolidated income before income taxes.............. $ 27,314 $ 46,156 $108,948 $121,209 ======== ======== ======== ======== </Table> NOTE 4. 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 condition or results of operations. Subsequent to the acquisition of Amphenol from Allied Signal Corporation ("Allied," subsequently merged with Honeywell International Inc.) in 1987, Amphenol and Allied have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Allied 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 sites is apportioned between Amphenol and Allied based on an agreement entered into in connection with the acquisition. 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, Allied is currently obligated to pay 80% of the costs up to $30,000 and 100% of the costs in excess of $30,000. At September 30, 2001, approximately $22,100 of total costs have been incurred applicable to this 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. 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. 9 <Page> AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) NOTE 4. COMMITMENTS AND CONTINGENCIES (CONTINUED) The agreement expires in May 2004 with respect to $60,000 of accounts receivable and expires in July 2002 with respect to an additional $25,000 of accounts receivable. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold accounts receivable. The 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 Condensed Consolidated Statement of Income. The agreement contains certain covenants and provides for various events of termination. In certain circumstances the Company is contingently liable for the collection of the receivables sold; management believes that its allowance for doubtful accounts is adequate to absorb the expense of any such liability. At September 30, 2001 and December 31, 2000, approximately $64,400 and $85,000, respectively, in receivables were sold under the agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheet at those dates. NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS Effective January 1, 2001, the Company adopted Financial Accounting Standard ("FAS") No. 133, as amended by FAS 138, "Accounting for Derivative Instruments and Hedging Activities," which requires that all derivative instruments be included in the balance sheet at fair value. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and its resulting designation. The Company periodically uses derivative financial instruments in the management of its interest rate and foreign currency exposures. The cumulative effect of adopting FAS 133 as of January 1, 2001 was not material to the Company's financial statements. In July 2001, the Financial Accounting Standards Board, ("FASB") issued FAS No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets". Among other provisions, all future business combinations will be accounted for using the purchase method of accounting and the use of the pooling-of-interest method is prohibited. In addition, goodwill will no longer be amortized but will be subject to impairment tests at least annually. The Company is in the process of evaluating the effect these new standards will have on the Company's financial statements. The Company expects to adopt FAS No. 141 and FAS No. 142 effective January 1, 2002, although certain provisions will be applied to any acquisitions that may close subsequent to June 30, 2001. 10 <Page> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) ITEM 2. RESULTS OF OPERATIONS QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2000 Net sales for the third quarter of 2001 decreased approximately 29% to $252,581 compared to sales of $354,694 for the same period in 2000. Net sales for the nine months of 2001 decreased approximately 15% to $843,399 compared to sales of $990,253 for the same period in 2000. The decrease in sales for the third quarter and nine months of 2001 is primarily attributable to a decline in sales to communications related markets including sales of coaxial cable for broadband communication systems and interconnect sales to telecom and datacom markets. Such decreases were partially offset by increased sales of interconnect products for military aerospace applications in the third quarter and aerospace and industrial applications in the nine months of 2001. Currency translation had the effect of reducing sales by approximately $4.8 million and $21.6 million in the third quarter and nine month period of 2001, respectively, when compared to exchange rates for the comparable 2000 periods. The gross profit margin as a percentage of net sales (including depreciation in cost of sales) was 33% and 34% for the quarter and nine months of 2001 compared to 33% and 32% for the same periods in 2000. The increase in gross profit margin in the nine month period, is generally attributable to favorable changes in product mix and cost control actions. Selling, general and administrative expenses as a percentage of net sales remained relatively constant at approximately 14% for the third quarter and nine months 2001 and 2000. Interest expense for the third quarter and nine months of 2001 decreased to $14,042 and $42,361 compared to $15,462 and $46,799 for the 2000 periods, respectively. The decrease in both periods is attributable to lower average debt levels and lower interest rates. The provision for income taxes for both the nine months of 2001 and 2000 was at an effective rate of 38%. Excluding non-deductible goodwill amortization, the effective tax rate, was 35% for both the nine months of 2001 and 2000. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $82,190 in the nine months of 2001 compared to $105,642 in the 2000 period. The decrease in cash flow relates primarily to a decrease in net income and to a net increase in non-cash components of working capital. For the nine months of 2001, cash from operating activities and cash on hand were used to fund capital expenditures of $28,397, and acquisitions of $57,822. In addition, borrowings of $52,793 under the Company's credit facilities were used to fund a reduction in sales of receivables of $20,600 and Term Loan amortization of $30,000 under the Company's bank loan agreement (the "Bank Agreement"). In the 2000 period, cash from operating activities and proceeds from the sale of additional accounts receivable were used to fund capital expenditures of $35,454, acquisitions of $60,528, and to repay indebtedness of $32,051. The Company has a Bank Agreement which includes a Term Loan, encompassing a Tranche A and B, and a $150,000 revolving credit facility. At September 30, 2001, the Tranche A had a balance of $242,748, which matures over the period 2002 to 2004, and the Tranche B had a balance of $284,500, which matures over the period 2005 and 2006. The revolving credit facility expires in 2004; availability under the facility at September 30, 2001 was $102,252 after reduction of $6,948 for outstanding letters of credit. The Bank Agreement is secured by a first priority pledge of 100% of the capital stock of the 11 <Page> Company's direct domestic subsidiaries and 65% of the capital stock of the direct material foreign subsidiaries, as defined in the Bank Agreement. The Bank Agreement also requires that the Company satisfy certain financial covenants including interest coverage and leverage ratio tests, and includes limitations with respect to, among other things, indebtedness and restricted payments, including dividends on the Company's common stock. The Company has entered into interest swap agreements that effectively fix the Company's interest cost on $450,000 of borrowings under the Bank Agreement. The Company's EBITDA as defined in the Bank Agreement was $200,474 and $213,140 for the nine months ended September 30, 2001 and 2000, respectively. EBITDA is not a defined term under Generally Accepted Accounting Principles (GAAP) and is not an alternative to operating income or cash flow from operations as determined under GAAP. The Company believes that EBITDA provides additional information for determining its ability to meet future debt service requirements; however, EBITDA does not reflect cash available to fund cash requirements. The Company's primary ongoing cash requirements will be for debt service, capital expenditures and product development activities. The Company's debt service requirements consist primarily of principal and interest on bank borrowings and interest on its 9 7/8% Senior Subordinated Notes due 2007. 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 debt service, capital expenditures and product development activities 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. ENVIRONMENTAL MATTERS Subsequent to the acquisition of Amphenol Corporation in 1987, Amphenol and Allied Signal Corporation ("Allied," subsequently merged with Honeywell International Inc.) have been named jointly and severally liable as potentially responsible parties in relation to several environmental cleanup sites. Amphenol and Allied have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and have been jointly ordered to perform work at another site. The responsibility for costs incurred relating to these sites is apportioned between Amphenol and Allied based on an agreement entered into in connection with the acquisition. 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, Allied is currently obligated to pay 80% of the costs up to $30 million and 100% of the costs in excess of $30 million. At September 30, 2001, approximately $22,100 of total costs have been incurred applicable to this 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 position or results of operations. ACCOUNTING CHANGES Effective January 1, 2001, the Company adopted Financial Accounting Standard ("FAS") No. 133, as amended by FAS 138, "Accounting for Derivative Instruments and Hedging Activities," which requires that all derivative instruments be included in the balance sheet at fair value. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and its resulting designation. The Company periodically uses derivative financial instruments in the management of its interest rate and foreign currency exposures. The cumulative effect of adopting FAS 133 as of January 1, 2001 was not material to the Company's financial statements. 12 <Page> In July 2001, the Financial Accounting Standards Board, ("FASB") issued FAS No. 141 "Business Combinations" and No. 142 "Goodwill and Other Intangible Assets". Among other provisions, all future business combinations will be accounted for using the purchase method of accounting and the use of the pooling-of-interest method is prohibited. In addition, goodwill will no longer be amortized but will be subject to impairment tests at least annually. The Company is in the process of evaluating the effect these new standards will have on the Company's financial statements. The Company expects to adopt FAS No. 141 and FAS No. 142 effective January 1, 2002, although certain provisions will be applied to any acquisitions that may close subsequent to June 30, 2001. EURO CURRENCY CONVERSION On January 1, 1999, certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Union's common currency (the "euro"). The transition period for the introduction of the euro began on January 1, 1999. Beginning January 1, 2002, the participating countries will issue new euro-denominated bills and coins for use in cash transactions. No later than July 1, 2002, the participating countries will withdraw all bills and coins denominated in the legacy currencies, so that the legacy currencies will no longer be legal tender for any transactions, making the conversion to the euro complete. The Company is addressing the issues involved with the introduction of the euro. Based on progress to date, the Company believes that the use of the euro will not have a significant impact on the manner in which it conducts its business. Accordingly, conversion to the euro is not expected to have a material effect on the Company's consolidated financial position, consolidated results of operations, or liquidity. 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 2000 Annual Report on Form 10-K. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no material change in the Company's assessment of its sensitivity to market risk since its presentation set forth, in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk," in its 2000 Annual Report on Form 10-K. 13 <Page> PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Reference is made to the Company's 2000 Annual Report on Form 10-K (the "10-K"). 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 <Table> <C> <S> 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 19, 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).** </Table> 14 <Page> <Table> <C> <S> 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 1998 Amphenol Incentive Plan (filed as Exhibit 10.5 to the 1997 10-K).** 10.5 1999 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 1998 10-K).** 10.6 2000 Amphenol Incentive Plan (filed as Exhibit 10.6 to the December 31, 1999 10-K).** 10.7 Pension Plan for Employees of Amphenol Corporation as amended and restated effective December 31, 1997 (filed as Exhibit 10.7 to the December 31, 1998 10-K).** 10.8 First amendment to the Pension Plan for Employees of Amphenol Corporation dated October 1, 1998 (filed as Exhibit 10.8 to the December 31, 1998 10-K).** 10.9 Second amendment to the Pension Plan for Employees of Amphenol Corporation dated February 4, 1999 (filed as Exhibit 10.9 to the December 31, 1998 10-K).** 10.10 Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).** 10.11 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).** 10.12 Management Agreement between the Company and Dr. Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).** 10.13 Amphenol Corporation Directors' Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).** 10.14 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).** 10.15 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).** 10.16 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).** 10.17 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).** 10.18 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).** 10.19 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).** 10.20 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).** </Table> 15 <Page> <Table> <C> <S> 10.21 Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).** 10.22 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).** 10.23 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).** 10.24 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).** 10.25 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).** 10.26 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).** 10.27 Third Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 28, 2001.* 10.28 Fourth Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 30, 2001.* 10.29 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).** 10.30 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).** 10.31 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).** 10.32 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).** </Table> - ------------------------ * Filed herewith ** Previously filed (b) Reports filed on Form 8-K There were no reports on Form 8-K filed for or during the third quarter ended September 30, 2001. 16 <Page> 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. <Table> <S> <C> <C> AMPHENOL CORPORATION BY: /S/ EDWARD G. JEPSEN ----------------------------------------- Edward G. Jepsen EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER </Table> DATE: November 14, 2001 17