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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2001

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File No. 1-15851

APW Ltd.
(Exact name of Registrant as specified in its charter)

Bermuda 04-2576375
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

Clarendon House
2 Church Street
Hamilton HM DX, Bermuda

N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
(Address of principal executive offices)

(262) 523-7600
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value per share
(including the related Preferred Stock Purchase Rights) New York Stock Exchange
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(Title of each class) (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No

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

As of November 26, 2001, the aggregate market value of Common Stock held by
non-affiliates was approximately $85.0 million, and there were 40,810,170
shares of the Registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on January 14, 2002 are incorporated by reference into
Part III hereof.

Pursuant to Rule 12b-25, this Form 10-K does not include disclosures for
Items 6., 7., 8. and 14. (financial statements, report of independent auditors
and financial statement schedules), pending completion of the Company's fiscal
2001 year-end audit.

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APW Ltd.

INDEX

Page
----

PART I

Item 1. Business.................................................................. 3
Item 2. Properties................................................................ 9
Item 3. Legal Proceedings......................................................... 10
Item 4. Submission of Matters to a Vote of Security Holders....................... 10
Supplementary Executive Officers of the Registrant...................................... 10

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholders Matters.... 12
Item 6. Selected Financial Data................................................... 12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................ 12
Item 8. Financial Statements and Supplementary Data............................... 13
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.............................................................. 13

PART III

Item 10. Directors and Executive Officers of the Registrant........................ 14
Item 11. Executive Compensation.................................................... 14
Item 12. Security Ownership of Certain Beneficial Owners and Management............ 14
Item 13. Certain Relationships and Related Transactions............................ 14

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........... 14

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS

Certain statements contained in this document, as well as statements in
other Company communications, which are not historical facts, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. The terms
"anticipate", "believe", "estimate", "expect", "objective", "plan", "project"
and similar expressions are intended to identify forward-looking statements.
Such forward-looking statements are subject to inherent risks and uncertainties
that may cause actual results or events to differ materially from those
contemplated by such forward-looking statements. In addition to the assumptions
and other factors referred to specifically in connection with such statements,
factors that may cause actual results or events to differ materially from those
contemplated by such forward-looking statements include, without limitation,
general economic conditions, market conditions in the computer, semiconductor,
telecommunication, and electronic industries in North America, South America,
Europe and Asia, market acceptance of existing and new products, successful
integration of acquisitions, competitive product and pricing pressures, foreign
currency risk, interest rate risk, the Company's ability to access capital
markets and other factors that may be referred to in APW Ltd.'s reports filed
with the Securities and Exchange Commission from time to time.

When used herein, the terms "APW Ltd.," "APW," and the "Company" refer to
APW Ltd. and its subsidiaries and other entities, unless the context requires
otherwise. When used herein, the terms "Applied Power Inc.," "Applied Power,"
and "Actuant" refer to Actuant Corporation (APW Ltd.'s predecessor company) and
its subsidiaries and other entities, unless the context requires otherwise.

PART I

Item 1. Business

Description of the Business

APW Ltd. ("APW" or the "Company") is a leading global provider of
Technically Enabled Manufacturing Services ("TEMS"), focused on designing and
integrating large electronic products. APW Ltd. has the capabilities to design
and manufacture various subsystems for electronic products, including
enclosures, thermal management systems, backplanes, power supplies, printed
circuit board assemblies (PCBAs), and cabling, either as integrated custom
systems or as individual subsystems. In addition, we provide a wide range of
integration services to our customers, including product design, supply chain
management, manufacturing, assembly, testing and drop-ship services. Our focus
is large infrastructure solutions, such as wireless base stations and switches,
enterprise hardware and internet server enclosures. We are not targeting high
volume markets, such as personal computers or cell phone handsets. These
offerings provide our customers with accelerated time-to-market and decreased
time-to-volume production, while reducing their production costs and allowing
them to focus on the design and marketing of their products. We believe our
emphasis on technical innovation and vertically integrated engineering and
manufacturing expertise, coupled with our total solution approach, which can be
delivered on a worldwide basis, differentiates us in the marketplace.

APW Ltd. is organized as one reportable segment operating in approximately
40 locations throughout North America, South America, Europe and Asia. We
provide our solutions and services to original equipment manufacturers
("OEMs"), primarily in the communications (datacom and telecom), computing
(enterprise hardware--large servers, large data storage, networking) and
Internet (application service providers and Internet service providers)
markets. We believe that our size, global reach, product breadth, depth of
engineering experience, scope of services, and demonstrated expertise uniquely
position us to win large manufacturing contracts from leading global OEMs in
our target markets. Our customers include industry leaders such as Applied
Materials, Compaq, Cymer, EMC, Ericsson, Fujitsu, Hewlett-Packard, IBM, Lucent,
Motorola, NCR, Nortel Networks and Sun Microsystems. We believe that these
customers will provide us with substantial growth

opportunities due to their desire to migrate from a fragmented regional supply
base to an integrated global supply capability, such as we offer.

APW Background

In the mid-1990's, the Electronics business (the "Electronics business") of
Applied Power Inc. ("Applied Power" and "APW Ltd.'s predecessor company")
experienced rapid growth based, in part, on providing technical furniture and
enclosures to house servers for local area networks. Based on its exposure to
the electronic enclosure market, Applied Power began dedicating significant
resources in late 1996 to exploit the identified potential in this market.
Through a series of acquisitions in North America and Europe and internal
growth, the Electronics business of Applied Power established a leading global
position in the integrated enclosure systems sector of the Electronic
Manufacturing Services ("EMS") industry.

On January 26, 2000, Applied Power's board of directors authorized
management to pursue a spin-off of the Electronics business (the
"Distribution") to more effectively capitalize on the opportunities in this
market. Prior to the Distribution, APW Ltd. was reorganized as a Bermuda
company. On July 7, 2000, Applied Power's board of directors approved the
Distribution, which became effective on July 31, 2000, with shareholders of
Applied Power common stock as of the July 21, 2000 record date receiving one
share of APW Ltd. common stock for every Applied Power share owned. We now
trade separately on The New York Stock Exchange ("NYSE") under the ticker
symbol of "APW." Applied Power continues to trade on The NYSE, but has changed
its ticker symbol to "ATU" and has subsequently changed its name to Actuant
Corporation ("Actuant").

Since September 1996, we have completed approximately 20 acquisitions of
enclosures and other companies. These acquisitions have allowed us to
strengthen our product and service offering, establish our leading global
capabilities and diversify our customer base. The acquisition of Vero Group plc
("Vero") in June 1998 provided us with a strong base of operations in the
European enclosures market and significant engineering and test capabilities,
as well as entry into the power supply market. Our July 1998 merger with ZERO
Corporation ("ZERO") enabled us to increase the scale of our North American
enclosure operations, while also providing a leading position in the thermal
management market. The acquisition of Rubicon plc ("Rubicon") in September 1998
expanded our presence in Ireland and Scotland for integrated custom enclosures.
The acquisition of Mayville Metal Products ("Mayville") in February 2001
increased our ability to design, manufacture and integrate large outdoor
enclosures, primarily for the telecom industry. In addition, we have completed
niche acquisitions that have provided access to new customers and additional
geographic coverage. Our product scope is targeted at large products that are
key to the global infrastructure supporting the information age. Our strategy
is to avoid high volume consumer products, such as personal computers and cell
phone handsets.

The accompanying consolidated financial statements have been prepared on a
basis which reflects the historical financial position, results of operations
and cash flows of APW Ltd. For all periods presented, the presentation assumes
that the Electronics businesses of Applied Power that was contributed to APW
Ltd. in connection with the Distribution was organized as a separate legal
entity. Applied Power continues to trade on The NYSE, but has changed its
ticker symbol to "ATU" and has subsequently changed its name to Actuant
Corporation. Prior to the Distribution, APW was reorganized as a Bermuda
company.

Services and Products

We offer a broad range of value-added services to provide our OEM customers
with a vertically integrated solution for the development, manufacture and
distribution of a product.

New Product Design. New Product Introduction Centers ("NPICs") provide
services to help the customer achieve production designs that are cost
effective and that enable customers to produce commercial volumes within a
short period of time. The New Product Introduction ("NPI") process is most
effective when a customer uses it at the concept phase of the product's
development cycle. NPI can include technology selection; design,

test and material strategies; best practices design and development engineering
services; and rapid circuit board and system prototype build services. NPICs in
the United Kingdom and on the East and West coasts of the United States provide
customers with comprehensive and rapid turnaround prototype design for
integrated solutions. We have also established NPICs at several other
facilities for specific product applications. We work closely with our OEM
customers' development teams from the early stages of product development. Our
development teams design all the electro-mechanical aspects of our customers'
products with a focus on reducing costs and increasing ease of manufacturing.
We can design everything that goes into large electronic products. In addition
to fast prototype capability, our NPICs provide complete in-house testing,
airflow analysis, safety agency approvals, Electro-Magnetic Interference/Radio
Frequency Interference emission compliance, and testing for shock, vibration,
FCC and environmental compliance.

Manufacturing. Our manufacturing operations include hard and soft metal
tooling, plastic injection molded and structural foam parts, tool and die
design and manufacturing, thermal management componentry, backplane boards,
power supplies, cable assembly and printed circuit board population in Europe
and North America. We manufacture components, subassemblies and systems both
for sale as standard products and for incorporation into our custom integrated
electronics enclosure systems. We employ just-in-time, single piece flow
manufacturing and continuous improvement processes to reduce costs and shorten
lead times. We are committed to maintaining World Class in our manufacturing
operations and employ numerous techniques, including Kaizen events and global
standardization, to continuously identify areas of improvement in our
processes. We believe that our ability to achieve high levels of quality and
delivery for highly customized products that have low, uneven demand is a
competitive advantage.

Supply Chain Management. APW has developed a qualified supplier base that is
integrated using a private trading network called the APW Supply Alliance (the
"Alliance"). The Alliance provides for easy communication and helps assure that
products are designed using approved components. Increasingly, our suppliers
stock their products in APW administered hubs from which the product is
delivered to APW's integration sites using a kanban system on a just-in-time
basis. This supply base is an important part of APW's capabilities that
provides high quality and reliable delivery for products that are highly
customized and suffer from low, uneven demand.

Integration and Testing. We provide a wide range of services, from component
assembly (Level 0 Services) to full system integration services (Level 5
Services) for enclosures with backplanes, power supplies, thermal management
assemblies and active boards completely assembled, wired and fully functionally
tested. Our assembly services allow our customers to rapidly bring their
products to market at reduced costs, utilizing advanced manufacturing and
testing technology. Our engineers continuously evaluate our ongoing
manufacturing and assembly processes and recommend improvements to reduce
costs, improve quality and shorten lead times. We offer comprehensive in-house
testing, airflow analysis, safety agency approvals, and EMI/RFI compliance, as
well as shock, vibration, FCC and environmental compliance. Each product is
subjected to a battery of tests that verify the performance of every component.

Electro-Mechanical Products

We manufacture a wide range of electro-mechanical subsystems, which are
either combined to produce large electronic products or sold separately. Our
products include enclosures, racks, thermal management systems, backplanes,
power supplies, PCBAs and cabling. We believe that the combination of our
extensive manufacturing services capabilities, coupled with our ability to
provide a wide range of high quality electro-mechanical subsystems provides us
a competitive advantage in the EMS industry.

Enclosures. We are a leading global manufacturer of enclosures and racks for
the electronics industry. We have an integrated global network of about 35
enclosure manufacturing and integration facilities with operations in the
Americas, Europe and Asia. We believe this manufacturing infrastructure for
integrated enclosure solutions is unequaled in the industry and allows us to
better serve the international needs of our global electronics OEM customers.

Electronic enclosures are steel, aluminum or plastic cabinets that organize
and configure individual electronic components and house, protect and insulate
the entire electronics system. We manufacture a complete range of standard and
custom enclosure products including subracks, racks, indoor and outdoor
cabinets and cases. Our custom enclosure products are developed in coordination
with our customers and typically are incorporated into an integrated
manufacturing solution that includes our and third party components and a range
of value-added design, manufacturing, assembly and test services. Products are
marketed, when appropriate, under the APW brand name.

Thermal Management. We manufacture and market thermal management products
under the APW and McLean brand names. Thermal management products cool and
protect vital electronic components housed within an electronic system. These
products are of particular importance in highly complex communications and
networking systems, which generate a high level of heat, require exacting heat
dissipation capabilities, and are located in a wide range of physical
environments. Products include air conditioners, heat exchangers, filter fan
packages, AC and DC motorized impellers, fan assemblies, centrifugal blowers
and packaged blowers.

Backplanes. We manufacture a wide range of standard and custom backplanes
for integration into our electronics enclosure systems. Backplanes are complex,
multi-layered printed circuit boards (a circuit for an electronic apparatus
made by depositing conductive material in continuous paths from terminal to
terminal on an insulating surface) that are used in an electronic system to
interconnect various components. Our ability to offer custom manufactured
backplanes to our OEM customers provides us with a competitive advantage in
securing full system assembly contracts. We manufacture boards for backplanes
in the United Kingdom, including boards to Versa Module Eurocard ("VME")
standards and compact Peripheral Component Interconnect ("PCI") standards. VME
refers to a bus standard developed by Motorola and others that is widely used
in industrial, commercial and military applications. PCI refers to a local bus
standard developed by Intel Corporation that is used on most PCs and newer
versions of the Macintosh Computer.

Power Supplies. We manufacture a complete range of fault-tolerant power
supplies for electronics systems. Our power supply products range from 20 to
1200 watts with either AC or DC input and single or multiple output. The
majority of our power supplies are developed in cooperation with our customers
to meet their power supply requirements.

Printed Circuit Board Assemblies. As a complement to our vertically
integrated manufacturing strategy, we manufacture complete PCBAs. Generally, we
do not produce PCBAs separately, but rather integrate them with other
components to provide finished products or subsystems.

Markets and Customers

APW believes that it provides a more comprehensive range of integrated
enclosure solutions on a global basis than its competitors. More importantly,
APW offers broad design and engineering expertise to integrate these products
into customized, cost-effective enclosure systems for APW customers worldwide.

We sell our products under the APW brand name, while continuing to co-brand
APW with McLean in the thermal management market. We serve a wide range of
principal markets including the datacom, networking, communication, enterprise
hardware, data storage, semiconductor equipment, automatic teller machine,
medical, electronic and manufacturing industries.

Our ten largest customers comprised 42% of our net sales in fiscal 2001,
with no customer accounting for 10% or more of sales.

Sources and Availability of Raw Materials

APW has strong relationships with a broad range of suppliers. We view the
volume of our procurement as an important competitive advantage as it enhances
our ability to obtain favorable pricing for raw materials using

long-term purchasing contracts. We generally order materials and components
only to the extent necessary to satisfy existing customer orders, and we work
with our suppliers to develop just-in-time supply systems, which reduce
inventory carrying costs (see "Supply Chain Management" above). The materials
and components that we use are readily available in the open market from a
number of local and national suppliers, in North America, South America, Europe
and Asia. To date, we have not experienced any significant shortages of
materials or components.

Patents, Trademarks and Other Intellectual Property

APW owns over 250 United States and foreign patents and trademarks,
including pending applications. No individual patent or trademark is believed
to be of sufficient importance that its termination would have a material
adverse effect on our business.

Backlog

Although APW Ltd. obtains firm purchase orders from its customers, OEM
customers typically do not make firm orders for delivery of products more than
30 to 90 days in advance. APW Ltd. does not believe that the backlog of
expected product sales covered by firm purchase orders is a meaningful measure
of future sales, since orders may be rescheduled or canceled.

Competition

Our industry is a growing and highly competitive industry and we believe our
market is highly fragmented. We face competition from numerous local, regional
and a growing number of large traditional EMS manufacturers. While APW Ltd.
enjoys a leading position today in the area of the EMS market in which it
competes, we expect that other companies will try to replicate our strategy and
we believe that in the longer-term, there will be more direct competition.
While price is always important, APW Ltd. believes that other parameters such
as new product design, technical innovation, quality, global operations and
delivery are equally or more important. APW Ltd. believes that its array of
global capabilities will continue to serve as a competitive advantage and would
be difficult to replicate.

Research and Development

APW Ltd. employs over 375 engineers who primarily design new products.
Expenditures for APW Ltd. research and development were $5.1 million, $6.1
million and $5.7 million in fiscal years 2001, 2000 and 1999, respectively.
Costs for such research and development are either paid for by the customer or
amortized in the product cost. Generally, we do not design products without an
opportunity for production. The larger, more complicated products that APW Ltd.
competes for often involve lengthy development programs before they go into
production. Complex integrated systems are typically developed at one of our
three NPICs which operate as profit centers. Specific custom products may be
developed elsewhere.

Environmental Compliance

The Company has facilities in a number of geographic locations that are
subject to a range of environmental laws and regulations. Compliance with these
laws has and will require expenditures on a continuing basis. Predecessors to
APW Ltd. have been identified by the United States Environmental Protection
Agency ("EPA") as "Potentially Responsible Parties" regarding various
multi-party Superfund sites. Potentially Responsible Parties are jointly and
severally liable with respect to Superfund site remediation liabilities. Based
on our investigations, we believe that we are a de minimis participant in
certain of these sites. As to one site, we are a minor participant, and our
share of estimated cleanup costs is not expected to exceed $1.1 million. As to
another EPA site where we are not a de minimis participant, the state has
required us to conduct additional ground water testing at our former
manufacturing facility, and we cannot reasonably estimate the amount of our
liability, if

any. In addition, we are also involved in other state clean up actions for
which we believe the aggregate costs of remediation are adequately reserved. We
have agreed to indemnify Actuant for any environmental obligations associated
with our business.

We anticipate that environmental costs will be expensed or capitalized
depending on their future economic benefits. Expenditures that have no future
economic value will be expensed. Liabilities will be recorded when
environmental remediation is probable and the costs can be reasonably
estimated. Environmental expenditures over the last three years for APW Ltd.
have not been significant. Although the level of future expenditures for
environmental remediation is impossible to determine with any degree of
certainty, in our opinion these costs are not likely to have a material adverse
effect on our financial position, results of operations or cash flows.
Environmental remediation accruals of $4.4 million and $3.2 million were
included in the Consolidated Balance Sheets for APW Ltd. and its subsidiaries
at August 31, 2001 and 2000, respectively.

Employees and Labor Relations

As of August 31, 2001, the Company employed approximately 8,200 people.
Generally, our European employees are represented by local workforce
agreements. In North America, approximately 260 employees are represented by
collective bargaining agreements. APW Ltd. has never experienced a work
stoppage or strike, and believes that its relationship with its employees is
good.

Item 2. Properties

APW Ltd. operates in approximately 40 locations, strategically located
around the world to service its international customer base. APW believes the
breadth of its geographic coverage is a key competitive advantage. In addition
to our principal manufacturing facilities listed below, we operate a number of
other facilities in Denmark, Finland, Hong Kong, India, Japan, Scotland,
Singapore, Sweden, the United Kingdom and the United States. Our corporate
offices are located in an 18,000 square foot leased space in Waukesha,
Wisconsin and we have office arrangements in Bermuda and Barbados.

Size (sq.
Location feet) Owned/Leased
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Americas
Anaheim, California (2) 376,000 Leased
Camarillo, California (1) 36,000 Leased
Grass Valley, California (1) 75,000 Leased
Irvine, California 35,000 Leased
Poway, California 142,000 Leased
San Jose, California (1) 97,000 Leased
Monon, Indiana 145,000 Leased
Monson, Massachusetts (1) 320,000 Owned
Worcester, Massachusetts 246,000 Leased
Champlin, Minnesota 184,000 Leased
Hudson, New Hampshire (2) 102,000 Owned/Leased
Mount Olive, New Jersey 45,000 Leased
Robbinsville, New Jersey 133,000 Leased
Creedmoor, North Carolina 160,000 Owned
Erie, Pennsylvania 213,000 Leased
Austin, Texas 71,000 Leased
Garland, Texas 182,000 Leased
North Salt Lake, Utah 274,000 Leased
Radford, Virginia 65,000 Leased
Mayville, Wisconsin 500,000 Owned
Oak Creek, Wisconsin 75,000 Leased
Campinas, Brazil 200,000 Owned
Europe and Asia
Eastleigh, England 129,000 Leased
Middlesex, England 155,000 Leased
Sheffield, England 107,000 Owned
Smethwick, England 29,000 Leased
Southampton, England (2) 188,000 Leased
Beith, Scotland 142,000 Owned/Leased
Hamilton, Scotland 107,000 Owned
Dublin, Ireland 110,000 Leased
Galway, Ireland 69,000 Owned/Leased
Cork, Ireland 46,000 Owned/Leased
Bremen, Germany (1) 90,000 Owned
Beauvais, France 40,000 Leased/Owned
Aarup, Denmark 58,000 Owned
Torinese, Italy 45,000 Owned
Shanghai, China 60,000 Leased

(1)Subsequent to August 31, 2001, APW Ltd. management has approved and
announced a formal plan to close or downsize this facility. Management
currently anticipates that facility closure and all related activities will
be substantially complete within one year of the announcement date.
(2)More than one facility at this location.

Item 3. Legal Proceedings

APW Ltd. and its subsidiaries are parties to various legal proceedings that
have arisen in the normal course of business. These legal proceedings typically
include product liability, warranty, environmental, labor, patent and contract
claims, and commission disputes. In connection with the Distribution, APW Ltd.
has also agreed to assume and indemnify Actuant with respect to those
proceedings involving its businesses, while Actuant will indemnify APW Ltd.
generally with respect to the their business. (For further information related
to environmental claims, refer to the section titled "Environmental Compliance"
in Item 1.) The Company has recorded reserves for estimated losses based on the
specific circumstances of each matter. Such reserves are recorded when it is
probable that a loss has been incurred as of the balance sheet date and the
amount of such loss can be reasonably estimated. In our opinion, the resolution
of these contingencies is not expected to have a material adverse effect on our
financial condition, results of operations or cash flows. For further
information, refer to Note 16 "Contingencies and Litigation" in the Notes to
the Consolidated Financial Statements.

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

None.

Supplementary Item

Executive Officers of the Registrant

The name, ages and positions of all of the executive officers of the Company
are listed below.

Name Age Position
- ---- --- --------

Richard G. Sim....... 57 Chairman, President and Chief Executive Officer; Director
William J. Albrecht.. 50 Senior Vice President
Richard D. Carroll... 38 Vice President and Chief Financial Officer
Susan M. Hrobar...... 46 Vice President, Human Resources
Joseph T. Lower...... 34 Vice President, Finance and Business Development
Thomas F. Giordano... 50 Vice President, Global Supply Chain
Ralph Sandle, Jr..... 58 Vice President, Americas Operations
Kash Pandya.......... 38 Vice President, Europe & Asia Operations
Todd A. Adams........ 30 Corporate Controller
Michael F. Gasick.... 36 Treasurer
Anthony W. Asmuth III 59 Secretary

There are no family relationships among directors or executive officers of
the Company. Set forth below are the name, office and position held with the
Company and principal occupations and employment during the past 5 years of
each of the executive officers of the Company.

Richard G. Sim--Chairman, President and Chief Executive Officer; Director.
Mr. Sim was elected President and Chief Operating Officer of APW Ltd.'s
predecessor, Applied Power Inc., in 1985, Chief Executive Officer in 1986 and
Chairman of the Board in 1988. From 1982 through 1985, Mr. Sim was a General
Manager in the General Electric Medical Systems Business Group. He is also
Chairman of the Board of Actuant Corporation, and a director of IPSCO Inc. and
Oshkosh Truck Corporation.

William J. Albrecht--Senior Vice President. Mr. Albrecht was named Senior
Vice President of Applied Power Inc.'s Electronics business segment in May
1999. Prior to that he was Senior Vice President of the Company's Engineered
Solutions group from 1994. Prior to that, he served as Vice President and
President of Power-Packer and APITECH from 1991. He joined the Company in 1989
as Director of Marketing of the APITECH Division in the United States and
became General Manager shortly thereafter.

Richard D. Carroll--Vice President and Chief Financial Officer. Mr. Carroll
was named VP and Chief Financial Officer in April of 2001. Most recently, he
served as President of the Company's thermal management product line from
November of 2000 to April 2001. Mr. Carroll was appointed Vice
President--Finance of Applied Power in January 2000. Previously, he served as
Financial Leader--Electronics during all of 1999. During 1998, Mr. Carroll was
appointed Treasurer and Controller of Applied Power Inc. From 1996 to 1997 he
was the Corporate Controller of Applied Power Inc. Mr. Carroll is a Certified
Public Accountant

Susan M. Hrobar--Vice President, Human Resources. Ms. Hrobar was named VP,
Human Resources in November 2000. Previously she was named Vice
President--Communications of Applied Power Inc. in January of 2000 and had
continued in that capacity with APW Ltd. Ms. Hrobar joined Applied Power in
1994 and was the finance leader for the APITECH division until 1996 and from
1996 to 1998 the finance leader for the Enerpac division. From 1998 to 2000, Ms
Hrobar was the finance leader for the Industrial business segment. Ms. Hrobar
is a Certified Public Accountant.

Joseph T. Lower--Vice President, Finance and Business Development. Mr. Lower
joined Applied Power Inc. in March of 2000 as Vice President--Finance and
Business Development and has continued in that capacity with APW Ltd. From 1997
to March 2000 Mr. Lower was employed with Credit Suisse First Boston, as
Director and prior to that, as Vice President, Mergers and Acquisitions. Prior
to that, Mr. Lower was employed with SPS Transaction Services as Vice
President, Corporate Development and Financial Planning.

Thomas F. Giordano--Vice President, Global Supply Chain. Mr. Giordano was
named VP, Global Supply Chain in August of 2001. Prior to that, from 1999 to
2001 he was the APW Global Supply Chain Leader. From 1996 to 1999 he was the
leader for Global Sourcing--Tools and Supplies of Applied Power.

Ralph Sandle, Jr.--Vice President, Americas Operations. Mr. Sandle was named
VP, Americas Operations in August of 2001. He joined APW in February of 2001 as
part of the acquisition of Mayville Metal Products where he was President. Mr.
Sandle was with Mayville Metal Products since 1993.

Kash Pandya--Vice President, Europe & Asia Operations. Mr. Pandya was named
VP, Europe & Asia Operations in August of 2001. Prior to that, he was the
Operations Leader, Europe & Asia since joining Applied Power in 1998. From 1996
to 1998 he was at Caradon Plc in various operational roles, most recently as
the Director of European Operations.

Todd A. Adams--Corporate Controller. Mr. Adams was named Corporate
Controller of Applied Power Inc. in May 2000 and has continued as Corporate
Controller with APW Ltd. Mr. Adams joined Applied Power Inc. in 1998 as Manager
of Financial Planning & Analysis. Mr. Adams was previously employed with IDEX
Corporation, from 1996-1998 in accounting and financial roles. Mr. Adams is a
Certified Public Accountant.

Michael F. Gasick--Treasurer. Mr. Gasick joined APW Ltd. in July of 2001 as
Treasurer. Mr. Gasick was previously employed with Rockwell International as
Director of International Finance from 1999 to July 2001 and with Ralston
Purina Company as Director of Corporate Finance from 1994 to 1999. Mr. Gasick
is a Chartered Financial Analyst.

Anthony W. Asmuth III--Secretary. Mr. Asmuth is a partner in the law firm of
Quarles & Brady LLP, Milwaukee, Wisconsin, having joined that firm in 1989.
Quarles & Brady LLP performs legal services for the Company and certain of its
subsidiaries. Mr. Asmuth also serves as Secretary of Actuant Corporation.

Each officer is appointed by the Board of Directors and holds office until
he resigns, dies, is removed or a different person is appointed to the office.
The Board of Directors generally appoints officers at its meeting following the
Annual Meeting of Shareholders.

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's common stock has been listed on The New York Stock Exchange
under the symbol "APW" since July 24, 2000, when it began trading on a
"when-issued" basis. The following table sets forth for the periods indicated
the high and low closing sales prices for the Company's common stock.

Price range of
Common Stock
-----------------
Fiscal Year Ended August 31, 2001 High Low
--------------------------------- -------- --------

September 1, 2000 to November 30, 2000 $49.3750 $38.6250
December 1, 2000 to February 28, 2001. $44.3125 $27.0625
March 1, 2001 to May 31, 2001......... $28.0100 $ 5.9000
June 1, 2001 to August 31, 2001....... $10.9100 $ 7.5000

Fiscal Year Ended August 31, 2000 High Low
--------------------------------- -------- --------

July 24, 2000 to August 31, 2000(1) $44.0000 $35.0000

At November 26, 2001, the approximate number of record shareholders of the
Company's common stock was 2,457.

The Company has not paid cash dividends on its common stock. The Company
currently intends to retain any earnings for use in its business and does not
anticipate paying cash dividends on its common stock in the foreseeable future.
A wholly owned subsidiary of the Company is required to make semi-annual cash
dividend payments on the subsidiary's preferred stock. See Part II Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" for further information.

(1)Because our shares were not publicly traded until July 24, 2000, we have
presented share information only for periods indicated. On July 31, 2000,
our distribution price was $37.00.

Item 6. Selected Financial Data

Information required for this item is the subject of a Form 12b-25 filed
with the Securities and Exchange Commission on November 29, 2001 and such
information will be filed at a later date pursuant to an amendment to this Form
10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign exchange and interest
rates and, to a lesser extent, commodities. To reduce such risks, we
selectively use financial instruments.

As discussed in Note 2--"Summary of Significant Accounting Policies" in the
accompanying notes to consolidated financial statements, we adopted Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 requires that an entity
recognize derivative instruments, including certain derivative instruments
embedded in other contracts, as either assets or liabilities and measure those
instruments at fair value. Gains or losses resulting from changes in the values
of those derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. We adopted SFAS No.
133, as amended by SFAS No. 137 and SFAS No. 138, on September 1, 2000.

Currency Risk--APW has international operations. In most instances, APW
products are produced at manufacturing facilities located near the customer. As
a result, significant volumes of finished goods are manufactured in countries
for sale into those markets. For goods purchased from APW affiliates, APW
denominates the transaction in the functional currency of the producing
operation.

APW adopted the following guidelines to manage our foreign exchange
exposures:

(i)increase the predictability of costs associated with goods whose
purchase price is not denominated in the functional currency of the
buyer;

(ii)minimize the cost of hedging through the use of naturally offsetting
positions (borrowing in local currency), netting, pooling; and

(iii)where possible, sell product in the functional currency of the producing
operation.

APW's identifiable foreign exchange exposures result primarily from the
anticipated purchase of product from affiliates and third-party suppliers along
with the repayment of intercompany loans with foreign subsidiaries denominated
in foreign currencies. APW periodically identifies naturally occurring
offsetting positions and then purchases hedging instruments to protect against
anticipated exposures. Based on APW's overall currency rate exposure, including
derivative financial instruments and nonfunctional currency denominated
receivables and payables, we do not believe a near-term 10% appreciation or
depreciation of the U.S. dollar would have a significant effect on APW's
financial position, results of operations and cash flows over the next fiscal
year.

Interest Rate Risk--APW periodically enters into interest rate swaps to
stabilize financing costs by minimizing the effect of potential interest rate
increases on floating-rate debt in a rising interest rate environment. Under
these agreements, APW contracts with a counter-party to exchange the difference
between a fixed rate of interest and a floating rate of interest applied to the
notional amount of the swap. The effective portion of the derivative gain or
loss due to a change in fair value is initially recorded as a component of
other comprehensive income (loss) and subsequently reclassified into earnings
when the hedged exposure affects earnings. The fair value of the Company's
interest rate swap agreements was a liability of $2.4 million at August 31,
2001 and an asset of $0.2 million at August 31, 2000. A seventy-two (10% of our
weighted average interest rate) basis-point change in interest rates on average
long-term borrowings would have impacted net interest expense by approximately
$4.3 million for the twelve months ended August 31, 2001.

Commodity Prices--APW is exposed to fluctuation in market prices for steel.
Therefore, APW has established a program for centralized negotiation of steel
prices. This program allows APW to take advantage of economies of scale as well
as to cap pricing. All business units are able to purchase steel under this
arrangement. In general, the contracts lock steel pricing for 18 months and
enable APW to pay less if market prices fall.

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

On November 1, 2000, APW Ltd.'s board of directors appointed
PricewaterhouseCoopers LLP as the auditors for APW Ltd. for fiscal year 2001,
subject to shareholders approval. On January 16, 2001 the appointment was
approved by a shareholder vote.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information required by this item is incorporated by reference from the
"Election of Directors" and "Other Information--Section 16(a) Beneficial
Ownership Reporting Compliance" sections of the Company's Proxy Statement for
its Annual Meeting of Shareholders to be held on January 14, 2002 (the "2002
Annual Meeting Proxy Statement"). See also "Executive Officers of the
Registrant" in Part I hereof.

Item 11. Executive Compensation

The information required by this section is incorporated by reference from
the "Board Meetings, Committees and Directors Compensation" section and the
"Executive Compensation" section (other than the subsections thereof entitled
"Report of the Compensation Committee of the Board of Directors on Executive
Compensation" and "Performance Graph") of the 2002 Annual Meeting Proxy
Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is incorporated by reference from the
"Certain Beneficial Owners" and "Election of Directors" section of the 2002
Annual Meeting Proxy Statement.

Item 13. Certain Relationships and Related Transactions

The information required by this item is incorporated by reference from the
"Certain Relationships and Related Transactions" section of the 2002 Annual
Meeting Proxy Statement.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)Documents filed as part of this report:

1. Consolidated Financial Statements

Information required for this item is the subject of a Form 12b-25
filed with the Securities and Exchange Commission on November 29,
2001 and such information will be filed at a later date pursuant to
an amendment to this Form 10-K.

2. Financial Statement Schedules

Information required for this item is the subject of a Form 12b-25
filed with the Securities and Exchange Commission on November 29,
2001 and such information will be filed at a later date pursuant to
an amendment to this Form 10-K.

3. Exhibits

See "Index to Exhibits" on pages 16 to 19, which is incorporated
herein by reference.

(b)Reports on Form 8-K:

The following reports on Form 8-K were filed during the last quarter of
fiscal 2001:

None.

The following reports on Form 8-K were filed subsequent to the end of the
2001 fiscal year:

On October 2, 2001, the Company filed a Current Report on Form 8-K
dated September 27, 2001, announcing the amendment of certain covenants
related to the Company's Revolving Multi-Currency Credit Agreement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

APW Ltd.
(Registrant)
Dated: November 29, 2001
/S/ RICHARD D. CARROLL
By:__________________________________
Richard D. Carroll
Vice President--Chief Financial
Officer

(Principal Financial Officer and
duly
authorized to sign on behalf of
the Registrant)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard G. Sim and Richard D. Carroll, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this report, and to
file the same, with all and any other regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.*

Signature Title
--------- -----

/S/ RICHARD G. SIM Chairman of the Board, President and
- ---------------------- Chief Executive Officer; Director
Richard G. Sim

/S/ RICHARD D. CARROLL Vice President--Chief Financial Officer
- ---------------------- (Principal Financial Officer)
Richard D. Carroll

/S/ TODD A. ADAMS Controller
- ---------------------- (Principal Accounting Officer)
Todd A. Adams

/S/ PETER DOUGLAS Director
- ----------------------
Peter Douglas

/S/ JACK L. HECKEL Director
- ----------------------
Jack L. Heckel

/S/ GERALD MCGOEY Director
- ----------------------
Gerald McGoey

/S/ JOHN ZIEMNIAK Director
- ----------------------
John Ziemniak

/S/ JOHN J. MCDONOUGH Director
- ----------------------
John J. McDonough
- --------
* Each of the above signatures is affixed as of November 29, 2001

APW Ltd.
(the "Registrant")
(Commission File No. 1-15851)

ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED AUGUST 31, 2001
INDEX TO EXHIBITS

Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- -------------------------------------------- ------------------------------------------- --------

3.1 Memorandum of Continuance of APW Ltd. Exhibit 3.1 to the Form 10 Registration
Statement dated May 1, 2000, as amended

3.2 Form of Bye-laws of APW Ltd. Exhibit 3.2 to the Form 10 Registration
Statement dated May 1, 2000, as amended

4.1 Rights Agreement, dated as of July 17, 2000, Exhibit 99.1 to the Form 8-A filed July 19,
between APW Ltd. and Firstar Bank, N.A., 2000
as Rights Agent

4.2 Form of Rights Certificate (attached as Exhibit 99.3 to the Form 8-A filed July 19,
Exhibit B to the Rights Agreement) 2000

4.3 Amended and Restated Multi-Currency Exhibit 4.1 to Form 10-Q for quarter ended
Credit Agreement dated as of July 31, 2000 May 31, 2000
among APW Ltd., APW North America Inc.,
APW Holdings Denmark APS, various
financial institutions, Bank One as
Syndication Agent, The Chase Manhattan
Bank as Documentation Agent and Bank of
America, National Association, as
Administrative Agent, arranged by Banc of
America Securities LLC

4.4 Form of Indenture for Securities Exhibit 4.4 to the Form S-3 Registration
Statement filed September 29, 2000

4.5 Form of Amended and Restated Multi- Exhibit 4.1 to Form 8-K filed May 21, 2001
Currency Credit Agreement among APW
Ltd., Various Financial Institutions, Bank
One N.A., Chase Manhattan Bank and Bank
of America, National Associations

4.6 Form of First Amendment to Amended and Exhibit 4.2 to Form 8-K filed May 21, 2001
Restated Receivables Purchasing Agreement
among Applied Power Credit Corporation,
APW North America, Inc., Barton Capital
Corporation and Societe General

4.7 Form of Warrant and Registration Rights Exhibit 4.3 to Form 8-K filed May 21, 2001
Agreement (U.S. Banks)

4.8 Form of Warrant and Registration Rights Exhibit 4.4 to Form 8-K filed May 21, 2001
Agreement (U.K. Banks)

4.9 Form of Reaffirmation of Loan Documents Exhibit 4.5 to Form 8-K filed May 21, 2001

Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- ------------------------------------------- ------------------------------------------- --------

4.10 Form of Intercreditor Agreement between Exhibit 4.6 to Form 8-K filed May 21, 2001
Barton Capital Corporation, Societe General
and Bank of America, National Association

4.11 Form of Guaranty (U.S. subsidiaries) Exhibit 4.7 to Form 8-K filed May 21, 2001

4.12 Form of Guaranty (U.K. subsidiaries) Exhibit 4.8 to Form 8-K filed May 21, 2001

4.13 Form of Debenture (U.S.) Exhibit 4.9 to Form 8-K filed May 21, 2001

4.14 Form of Debenture (U.K.) Exhibit 4.10 to Form 8-K filed May 21, 2001

4.15 Form of Assignment of Security Interest in Exhibit 4.11 to Form 8-K filed May 21, 2001
United States Trademarks and Patents among
APW Ltd., APW North America, Inc. and
Bank of America, National Association

4.16 Form of Pledge Agreement among APW Exhibit 4.12 to Form 8-K filed May 21, 2001
Ltd., APW North America, Inc., Rubicon
USA Inc. and Bank of America, National
Association

4.17 Form of Amendment to Pledge Agreement Exhibit 4.13 to Form 8-K filed May 21, 2001

4.18 Form of Security Agreement among APW Exhibit 4.14 to Form 8-K filed May 21, 2001
Ltd., APW North America, Inc., APW
Holding Denmark APS and Bank of
America, National Association

4.19 Form of Amendment to Security Agreement Exhibit 4.15 to Form 8-K filed May 21, 2001

4.20 Form of Intercreditor Agreement by and Exhibit 4.16 to Form 8-K filed May 21, 2001
among Bank of America, NA, various
financial institutions, Bank One, NA and
Royal Bank of Scotland, plc

4.21 Form of Amendment Agreement to the Exhibit 4.17 to Form 8-K filed May 21, 2001
Facility Agreement between APW Enclosure
Products and Systems Limited and The
National Westminster Bank plc

4.22 Form of Amendment Agreement to the Exhibit 4.18 to Form 8-K filed May 21, 2001
Facility Agreement between APW
Electronics Group plc, other Borrowers
under the Agreement, and The Royal Bank of
Scotland plc

4.23 Form of Security Agreement by and among Exhibit 4.19 to Form 8-K filed May 21, 2001
APW Ltd., APW North America, Inc., APW
Holding Denmark APS and The Royal Bank
of Scotland plc

4.24 Form of Royal Bank of Scotland Guaranty Exhibit 4.20 to Form 8-K filed May 21, 2001

4.25 Form of Assignment of Security interest in Exhibit 4.21 to Form 8-K filed May 21, 2001
United States Trademarks and Patents among
APW Ltd., APW North America and The
Royal Bank of Scotland, plc

Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- -------------------------------------------- ------------------------------------------- --------

4.26 Form of Pledge Agreement among APW Exhibit 4.22 to Form 8-K filed May 21, 2001
Ltd., APW North America Inc., APW
Holding Denmark APS and The Royal Bank
of Scotland plc

4.27 First Amendment No. 1 to Amended and Exhibit 10.1 of Form 8-K filed October 2,
Restated Multi-Currency Credit Agreement 2001
(including Schedules)

4.28 First Amendment to Intercreditor Agreement Exhibit 10.2 of Form 8-K filed October 2,
(including Schedules) 2001

4.29 Amended RBS and National Westminster Exhibit 10.3 of Form 8-K filed October 2,
Credit Facility Agreement 2001

5.1 Opinion of Conveys Dill & Pearman as to Exhibit 5.1 to the Form S-3 Registration
securities Statement filed September 29, 2000

10.1 APW Ltd. 2000 Stock Incentive Plan Exhibit 10.1 to the Form 10 Registration
Statement dated May 1, 2000, as amended

10.2 Form of Contribution Agreement, Plan and Exhibit 10.2 to the Form 10 Registration
Agreement Regarding Litigation, Claims and Statement dated May 1, 2000, as amended
Other Liabilities between Applied Power Inc.
and APW Ltd., dated as of July 21, 2000

10.3 Form of General Assignment, Assumption Exhibit 10.3 to the Form 10 Registration
and Agreement Regarding Litigation, Claims Statement dated May 1, 2000, as amended
and Other Liabilities between Applied Power
Inc. and APW Ltd., dated as July 21, 2000

10.4 Form of Transitional Trademark Use and Exhibit 10.4 to the Form 10 Registration
License Agreement between Applied Power Statement dated May 1, 2000, as amended
Inc. and APW Ltd., dated as of July 21, 2000

10.5 Form of Insurance Matters Agreement Exhibit 10.5 to the Form 10 Registration
between Applied Power Inc. and APW Ltd., Statement dated May 1, 2000, as amended
dated as of July 21, 2000

10.6 Form of Bill of Sale and Assumption of Exhibit 10.6 to the Form 10 Registration
Liabilities between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000

10.7 Form of Employee Benefits and Exhibit 10.7 to the Form 10 Registration
Compensation Agreement between Applied Statement dated May 1, 2000, as amended
Power Inc. and APW Ltd., dated as of July
21, 2000

10.8 Form of Tax Sharing and Indemnification Exhibit 10.8 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000

10.9 Form of Interim Administrative Services Exhibit 10.9 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000

Incorporated Herein Filed
Exhibit Description By Reference To Herewith
- ------- ------------------------------------------ ----------------------------------------- --------

10.10 Form of Confidentiality and Nondisclosure Exhibit 10.10 to the Form 10 Registration
Agreement between Applied Power Inc. and Statement dated May 1, 2000, as amended
APW Ltd., dated as of July 21, 2000

10.11 Form of Patent Assignment between Applied Exhibit 10.11 to the Form 10 Registration
Power Inc. and Wright Line Inc. (n/k/a APW Statement dated May 1, 2000, as amended
Ltd.), dated as of July 21, 2000

10.12 APW Ltd. Outside Directors' Stock Option Exhibit 10.12 to the Form 10 Registration
Plan Statement dated May 1, 2000, as amended

10.13 Change in Control Agreement for
Richard Sim*

10.14 Change in Control Agreement for
Todd Adams*

10.15 Change in Control Agreement for
Susan Hrobar*

10.16 Change in Control Agreement for
William J. Albrecht*

10.17 Change in Control Agreement for
Kashyap Pandya*

10.18 Change in Control Agreement for
Ralph Sandle, Jr.*

10.19 Change in Control Agreement for
Richard D. Carroll*

10.20 Change in Control Agreement for
Joseph T. Lower*

10.21 Change in Control Agreement for
William Blackmore*

10.22 Sim Letter assumed by APW*

21.1 Subsidiaries of the Registrant X

23.1 Consent of PricewaterhouseCoopers LLP*

99.1 Press release dated September 27, 2001, by X
APW Ltd.

- --------
* In accordance with Rule 12b-25, these exhibits will be filed with
Amendment No. 1 to this Form 10-K.