8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 17, 2008

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10879	22-2785165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

358 Hall Avenue, Wallingford, Connecticut	06492
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 265-8900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 17, 2008, Amphenol Corporation issued a press release setting forth the Company’s 2007 fourth quarter and full year earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Statements in this Form 8K which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated January 17, 2008

2

Signature

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

AMPHENOL CORPORATION
By:	/s/ Diana G. Reardon
	Diana G. Reardon
	Senior Vice President
	and Chief Financial Officer

Date: January 17, 2008

3

EX-99.1

EXHIBIT 99.1

Amphenol News Release

World Headquarters

358 Hall Avenue

P. O. Box 5030

Wallingford, CT 06492-7530

Telephone (203) 265-8900

FOR IMMEDIATE RELEASE

For Further Information:

Diana G. Reardon

Senior Vice President and

Chief Financial Officer

203/265-8630

www.amphenol.com

RECORD FOURTH QUARTER AND FULL YEAR 2007 RESULTS

REPORTED BY AMPHENOL CORPORATION

Wallingford, Connecticut.  January 17, 2008.  Amphenol Corporation (NYSE-APH) reported today that fourth quarter 2007 diluted earnings per share increased 28% to $.55 compared to $.43 per share for the comparable 2006 period.  (All per share amounts included herein have been adjusted to reflect the Company’s 2-for-1 stock split effective in March 2007.)  Sales for the fourth quarter 2007 increased 18% to $777.3 million compared to $659.4 million for the 2006 period.  Currency translation had the effect of increasing sales by approximately $22 million in the fourth quarter 2007 compared to the 2006 period.

For the full year ended December 31, 2007, diluted earnings per share was $1.94 compared to $1.47 per share before flood-related charges for the 2006 period.  Including flood-related charges, diluted earnings per share for the 2006 period was $1.39.  Sales for the full year ended December 31, 2007 were $2,851.0 million compared to $2,471.4 million for the 2006 period.  Currency translation had the effect of increasing sales by approximately $66 million for the full year 2007 period when compared to the 2006 period.

Amphenol Chairman and CEO, Martin H. Loeffler, stated:  “We are pleased to close a record fourth quarter with sales of $777 million and earnings per share of $.55.  Sales grew 18% over last year.  Growth was broad based reflecting the benefits of a diverse market footprint with particular strength in the mobile device, military and commercial aerospace, and wireless infrastructure markets.  All geographic regions of the business performed well in the quarter.  Our strong growth reflects our continued commitment to develop performance enhancing technologies for our customers in all of our markets.”

“Consistent with our strategy the Company completed two acquisitions in the fourth quarter of 2007 with aggregate annual sales of approximately $45 million.  The acquisitions complement and broaden the Company’s presence in a number of market segments and include a Northwest China based manufacturer of RF interconnect products for the wireless communications market

and a Chinese manufacturer of precision interconnect products for IT and consumer product applications.  In addition, during the quarter the Company completed the purchase of the remaining minority interest in one of its Korean manufacturers of handset related products.  We are excited about the growth potential created by these excellent additions.”

“In addition to excellent overall top line growth, profitability and cash flow continued to be strong.  Amphenol achieved excellent operating leverage in the quarter with an operating income margin of 19.7% compared to 18.9% in the fourth quarter of 2006.  The combination of strong top line growth based on value added application specific products together with a continued strong focus on all elements of cost contributed significantly to our results in the quarter and provides a solid base for future performance.  Furthermore, net income was approximately 13% of sales, another indication of the Company’s excellent profitability.  The Company continues to be an excellent generator of cash.  Cash flow from operations remained strong in the quarter at $133 million.”

“I am very proud of our organization as we continue to execute well.  We have an outstanding management team, excellent technological capabilities, leading positions in diversified markets and an increasing presence with the major customers in these markets.  The growth we achieved in the fourth quarter and full year is very satisfying and is a direct result of implementing our strategies.  Looking forward, the general economic environment appears to have become more uncertain in recent weeks, particularly in the United States.  This weakness, combined with the relatively unstable financial markets may have a dampening effect on the expansion of certain segments of the economy.  Nevertheless, we believe the diversity of our customer base, leading technology, excellent product portfolio, worldwide presence and lean cost structure will serve us well in such an environment, and we are cautiously optimistic about continuing improvement in the short term and very confident about the long term outlook for continued growth and profitability. Accordingly, while market conditions are uncertain, and based on relatively stable currency exchange rates, we expect to achieve revenues and EPS in 2008 of $3,100 million to $3,175 million and $2.18 to $2.25, respectively, an increase of 9% to 11% and 12% to 16% over 2007 revenues and EPS, respectively.  For the first quarter 2008 we expect revenues in the range of $740 million to $755 million and EPS in the range of $.50 and $.52, respectively.  We are very excited about the future and confident in the ability of our outstanding organization to meet the challenges presented and to take advantage of the many opportunities in front of us.”

The Company will host a conference call to discuss its full year and fourth quarter results at 1:00 PM (ET) January 17, 2008.  The toll free dial-in number to participate in this call is 888-395-9624; International dial-in number is 517-623-4547; Passcode: Reardon.  There will be a replay available until 6:00 PM (ET) on Monday, January 21, 2008.  The replay numbers are as follows:  toll free dial-in number is 866-515-1614 and International dial-in number is 203-369-2024.

A live broadcast as well as a replay will also be available on the Internet at http://www.amphenol.com/index.cfm/fuseaction/financial.webcasts.

Amphenol Corporation is one of the world’s leading producers of electronic and fiber optic connectors, cable and interconnect systems.  Amphenol products are engineered and manufactured in the Americas, Europe and Asia and sold by a worldwide sales and marketing organization.  Amphenol has a diversified presence as a leader in high growth segments of the interconnect market including:  Military, Commercial Aerospace, Automotive, Broadband Communication, Industrial, Information Technology and Data Communications Equipment, Mobile Devices and Wireless Infrastructure.

Statements in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws.  While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.  Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, for some factors that could cause the actual results to differ from estimates.  In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

	Three months ended						Twelve months ended
	December 31,						December 31,
	2007			2006			2007			2006
Net Sales	$	777,270		$	659,423		$	2,851,041		$	2,471,430
Cost of sales (1)	522,463			445,492			1,920,900			1,683,250
Gross profit (1)	254,807			213,931			930,141			788,180
Selling, general and administrative expense (1)	101,309			89,297			377,283			342,841
Casualty loss related to flood	—			—			—			20,747
Operating income	153,498			124,634			552,858			424,592
Interest expense	(9,484		)	(9,305		)	(36,876		)	(38,799		)
Other expenses, net	(3,532		)	(2,813		)	(14,998		)	(12,521		)
Income before income taxes	140,482			112,516			500,984			373,272
Provision for income taxes	(40,489		)	(34,139		)	(147,790		)	(117,581		)
Net income	$	99,993		$	78,377		$	353,194		$	255,691
Net income per common share - Basic (2)	$	0.56		$	0.44		$	1.98		$	1.43
Average shares outstanding - Basic (2)	178,645,544			178,883,670			178,453,249			178,927,644
Net income per common share - Diluted (2) (3)	$	0.55		$	0.43		$	1.94		$	1.39
Average shares outstanding - Diluted (2)	182,611,873			183,492,618			182,503,969			183,347,326

(1) - As described in the Company’s 2006 Form 10-K, the Company changed the presentation of the Consolidated Statements of Income to remove the separate caption for depreciation and amortization and include depreciation and amortization expense in Cost of sales and Selling, general & administrative expense allowing for Gross profit to be presented.

(2) - On January 17, 2007, the Company announced a 2-for-1 stock split that was effective for stockholders of record as of March 16, 2007. The additional shares were distributed on March 30, 2007 and the share information included herein reflects the effect of such stock split.

(3) - Excluding the effect of the flood-related casualty loss, the diluted earnings per share for the three and twelve months ended December 31, 2006, was $0.43 and $1.47 respectively.

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	December 31,			December 31,
	2007			2006
ASSETS
Current Assets:
Cash and cash equivalents	$	183,641		$	74,135
Accounts receivable, less allowance for doubtful accounts of $12,468 and $14,677, respectively	510,411			383,858
Inventories	456,882			416,499
Prepaid expenses and other assets	72,874			60,113
Total current assets	1,223,808			934,605
Land and depreciable assets, less accumulated depreciation of $483,296 and $404,401, respectively	316,194			274,143
Deferred debt issuance cost	2,227			2,947
Goodwill	1,091,828			926,242
Other assets	41,676			57,460
	$	2,675,733		$	2,195,397
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	295,391		$	234,868
Accrued interest	4,252			4,156
Accrued salaries, wages and employee benefits	54,963			53,158
Other accrued expenses	162,085			149,545
Dividends payable	2,715			2,691
Current portion of long-term debt	1,075			3,241
Total current liabilities	520,481			447,659
Long-term debt	721,561			677,173
Accrued pension and post employment benefit obligations	101,804			138,312
Other liabilities	66,973			29,259
Shareholders’ Equity:
Common stock	180			179
Additional paid-in deficit	(43,646		)	(119,421		)
Accumulated earnings	1,431,635			1,142,536
Accumulated other comprehensive loss	(43,644		)	(81,084		)
Treasury stock, at cost	(79,611		)	(39,216		)
Total shareholders’ equity	1,264,914			902,994
	$	2,675,733		$	2,195,397

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(dollars in thousands)

	Three months ended
	December 31,
	2007			2006
Net income	$	353,194		$	255,691
Adjustments for cash from operations:
Depreciation and amortization	81,628			72,592
Amortization of deferred debt issue costs	720			532
Stock-based compensation	12,444			9,717
Casualty loss related to flood, net of insurance recoveries	—			9,307
Gain on disposal of fixed assets	(474		)	(60		)
Net change in non-cash components of working capital	(62,400		)	(69,207		)
Other long term assets and liabilities	2,787			11,025
Cash provided by operations	387,899			289,597
Cash flow from investing activities:
Capital additions	(103,772		)	(82,421		)
Proceeds from disposal of fixed assets	5,354			5,921
Purchase of short term investments, net	(1,360		)	—
Investments in acquisitions	(179,300		)	(22,473		)
Cash flow used in investing activities	(279,078		)	(98,973		)
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities	41,622			(102,557		)
Payment of fees and expenses related to refinancing	—			(1,144		)
Purchase of treasury stock	(93,594		)	(72,658		)
Proceeds from exercise of stock options	34,550			21,882
Excess tax benefits from stock-based payment arrangements	23,691			10,043
Dividend payments	(10,710		)	(10,724		)
Cash flow used in financing activities	(4,441		)	(155,158		)
Effect of exchange rate changes on cash	5,126			—
Net change in cash and cash equivalents	109,506			35,466
Cash and cash equivalents balance, beginning of period	74,135			38,669
Cash and cash equivalents balance, end of period	$	183,641		$	74,135
Cash paid during the year for:
Interest	36,238			39,109
Income taxes paid, net of refunds	100,772			77,849

AMPHENOL CORPORATION

SEGMENT INFORMATION

(dollars in thousands)

	Three months ended						Twelve months ended
	December 31,						December 31,
	2007			2006			2007			2006
Trade Sales:
Interconnect Products	$	706,423		$	590,798		$	2,569,281		$	2,207,508
Cable Products	70,847			68,625			281,760			263,922
Consolidated	$	777,270		$	659,423		$	2,851,041		$	2,471,430
Operating income:
Interconnect Products	$	155,100		$	126,094		$	558,646		$	449,885
Cable Products	8,540			8,271			34,864			31,007
Stock-based compensation expense	(3,180		)	(2,985		)	(12,444		)	(9,717		)
Other operating expenses	(6,962		)	(6,746		)	(28,208		)	(25,836		)
Casualty loss related to flood	—			—			—			(20,747		)
Consolidated	$	153,498		$	124,634		$	552,858		$	424,592
ROS%:
Interconnect Products	22.0		%	21.3		%	21.7		%	20.4		%
Cable Products	12.1		%	12.1		%	12.4		%	11.7		%
Corporate - Stock-based compensation	–0.4		%	–0.5		%	–0.4		%	–0.4		%
Corporate - all other	–0.9		%	–1.0		%	–1.0		%	–1.0		%
Consolidated excluding flood-related charges	19.7		%	18.9		%	19.4		%	18.0		%
Consolidated	19.7		%	18.9		%	19.4		%	17.2		%