Management Report on Internal Control  A M P H E N O L C O R P O R A T I O N 2 0 0 4 A N N U A L R E P O R T  Item 9B. Other Information  PART III  Item 10. Directors and Executive Officers of the Registrant  Item 11. Executive Compensation  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  None.  Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the  supervision and with the participation of our management, including our principal executive officer and principal financial  officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the  Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework. Based on that evaluation,  management concluded that internal control over financial reporting was effective as of December 31, 2004. Deloitte and Touche LLP has audited the Company’s evaluation of the internal control environment in accordance with the  standards of the Public Company Accounting Oversight Board (PCAOB). Those standards require that Deloitte and Touche  LLP plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting  was maintained in all material respects. Deloitte and Touche LLP has issued an unqualified report stating the Company has  maintained effective internal control over financial reporting as of December 31, 2004.  Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Directors of the  Registrant is incorporated by reference from the Company's definitive proxy statement which is expected to be filed pursuant to  Regulation 14A within 120 days following the end of the fiscal year covered by this report. Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Executive Officers of  the Registrant is incorporated by reference from the Company's definitive proxy statement which is expected to be filed pursuant to  Regulation 14A within 120 days following the end of the fiscal year covered by this report. Information regarding the Company’s code of business conduct and ethics is available on the Company’s website,  www.amphenol.com . In addition a copy may be requested by writing to the Company’s World Headquarters at:  358 Hall Avenue P.O. Box 5030 Wallingford, CT 06492  Pursuant to Instruction G(3) to Form 10-K, the information required in Item 11 is incorporated by reference from the  Company's definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end  of the fiscal year covered by this report. Pursuant to Instruction G(3) to Form 10-K, the information required in Item 12 is incorporated by reference from the  Company's definitive proxy statement which is expected to be filed pursuant to Regulation 14A within 120 days following the end  of the fiscal year covered by this report. 55