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 8. Financial Statements and Supplementary Data  Report of Independent Registered Public Accounting Firm  35 Hartford, Connecticut  March 11, 2005  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the  Company as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the  period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also in  our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December  31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by  the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, in our opinion, the Company maintained, in  all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in  Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper  management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to  the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or  procedures may deteriorate. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal  executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors,  management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of  financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control  over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,  accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that  transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting  principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management  and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized  acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those  standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of  material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit  of financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,  assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement  presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over  financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal  control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a  reasonable basis for our opinions.  To the Board of Directors and Shareholders of  Amphenol Corporation  Wallingford, Connecticut  We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of  December 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity and other comprehensive income,  and cash flows for each of the three years in the period ended December 31, 2004. We also have audited management’s assessment,  included in the accompanying Management Report on Internal Control in Item 9a, that the Company maintained effective internal  control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for  these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness  of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements, an opinion on  management’s assessment, and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our  audits. 