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) October 15, 2009

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 October 15, 2009, Amphenol Corporation issued a press release setting forth the Company’s 2009 third quarter earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Statements in this Form 8-K 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, 2008, 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 October 15, 2009

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 Reardon
		Diana G. Reardon
		Senior Vice President
		and Chief Financial Officer
Date: October 15, 2009

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

2009 THIRD QUARTER RESULTS
REPORTED BY AMPHENOL CORPORATION

Wallingford, Connecticut.  October 15, 2009.  Amphenol Corporation (NYSE-APH) reported today third quarter 2009 diluted earnings per share of $.47 compared to $.63 per share for the comparable 2008 period.  Sales for the third quarter 2009 decreased 17% to $716.6 million compared to a record $863.7 million for the 2008 period.  Currency translation had the effect of decreasing sales by approximately 1% or $9.9 million in the third quarter 2009 compared to the 2008 period.

For the nine months ended September 30, 2009, diluted earnings per share was $1.33 compared to $1.78 for the 2008 period.  Sales for the nine months ended September 30, 2009 were $2,061.8 million compared to $2,481.2 million for the 2008 period. Currency translation had the effect of decreasing sales by approximately $55.9 million for the nine month 2009 period when compared to the 2008 period.

Amphenol President and Chief Executive Officer, R. Adam Norwitt, stated “We are pleased to report third quarter results that exceeded the high end of the Company’s guidance with sales of $717 million, an operating income margin of 17.3% and earnings per share of $.47.  Strengthening demand in the Information Technology and Data Communications Equipment, Mobile Devices market and Automotive market drove a 5% sequential increase in sales and a 12% sequential increase in orders over Q2 of 2009.  The Company achieved a book to bill ratio of 1.04 to 1, the first positive ratio since the beginning of the economic downturn in late Q3 of 2008.   It is very gratifying, given the continued challenges in the market environment, that we were able to capitalize on pockets of strength and enhance our market position in nearly all of our served markets.   In addition, it is extremely rewarding that our focus on operating leverage and working capital management enabled us to further expand margins and generate strong cash flow.  Our management team continues to control costs in a proactive and dynamic manner ensuring the strength of our financial performance.  I am very proud of our organization as we continue to execute well.”

“While economic conditions remain less than certain, we believe we have seen a stabilization of demand in most markets and an improvement in demand in some markets. Accordingly, based on constant currency exchange rates and a continuation of improving demand trends, we expect Q4 2009 revenues in the range of $720 million to $735 million and EPS in the range of $.47 to $.49.  We continue to believe we can perform well in the current environment due to our leading technology, increasing positions with our customers in diverse markets, worldwide presence, lean cost structure, and agile, experienced and entrepreneurial management team.”

“We continue to be excited about the future.  Our competitive advantages and sustained financial strength provide a solid base for future performance.  I am confident in the ability of our outstanding organization to dynamically adjust to the market environment, to generate strong profitability and to capitalize on opportunities to expand our market position.”

The Company will host a conference call to discuss its third quarter results at 1:00 PM (ET) October 15, 2009.  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 11:00 P.M. (ET) on Monday, October 19, 2009.  The replay numbers are as follows:  toll free dial-in number is 888-567-0472 and International dial-in number is 203-369-3447.

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, Asia and Africa 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, 2008, 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

(Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net Sales	$	716,573		$	863,658		$	2,061,769		$	2,481,189
Cost of sales	492,180			582,407			1,416,847			1,672,442
Gross profit	224,393			281,251			644,922			808,747
Selling, general and administrative expense	100,103			109,931			294,469			318,908
Operating income	124,290			171,320			350,453			489,839
Interest expense	(8,961		)	(9,772		)	(27,090		)	(29,586		)
Other (expenses) income, net	(345		)	179			(942		)	(169		)
Income before income taxes	114,984			161,727			322,421			460,084
Provision for income taxes	(31,620		)	(45,245		)	(85,182		)	(132,051		)
Net income	83,364			116,482			237,239			328,033
Less: Net income attributable to noncontrolling interest	(2,449		)	(3,527		)	(7,044		)	(7,615		)
Net income attributable to Amphenol Corporation	$	80,915		$	112,955		$	230,195		$	320,418
Net income per common share - Basic	$	0.47		$	0.64		$	1.34		$	1.82
Average shares outstanding - Basic	171,428,237			176,716,395			171,311,072			176,290,446
Net income per common share - Diluted	$	0.47		$	0.63		$	1.33		$	1.78
Average shares outstanding - Diluted	173,928,589			180,134,110			173,561,964			179,910,090
Dividends declared per common share	$	0.015		$	0.015		$	0.045		$	0.045

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands)

	September 30,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash and cash equivalents	$	307,569		$	214,987
Accounts receivable, less allowance for doubtful accounts of $17,940 and $14,982, respectively	465,521			515,999
Inventories, net	455,990			512,507
Other current assets	108,670			92,371
Total current assets	1,337,750			1,335,864
Land and depreciable assets, less accumulated depreciation of $573,671 and $510,764, respectively	342,924			344,515
Goodwill	1,365,176			1,232,335
Other long-term assets	95,061			81,445
	$	3,140,911		$	2,994,159
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	283,088		$	305,950
Accrued salaries, wages and employee benefits	64,469			59,644
Accrued income taxes	53,682			65,846
Accrued acquisition-related obligations	11,946			120,357
Other accrued expenses	83,671			82,596
Current portion of long-term debt and capital lease obligations	481			439
Total current liabilities	497,337			634,832
Long-term debt and capital lease obligations	792,011			786,020
Accrued pension and post employment benefit obligations	175,409			161,669
Other long-term liabilities	32,957			43,069
Shareholders’ Equity:
Common stock	172			171
Additional paid-in capital	43,732			22,746
Accumulated earnings	1,689,583			1,467,099
Accumulated other comprehensive loss	(107,221		)	(140,591		)
Total shareholders’ equity attributable to Amphenol Corporation	1,626,266			1,349,425
Noncontrolling interests	16,931			19,144
Total equity	1,643,197			1,368,569
	$	3,140,911		$	2,994,159

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in thousands)

	Nine months ended
	September 30,
	2009			2008
Net income	$	237,239		$	328,033
Adjustments for cash from operations:
Depreciation and amortization	72,923			69,019
Stock-based compensation	15,259			11,777
Net change in receivables sold	(9,000		)	—
Net change in components of working capital	108,879			(91,365		)
Net change in other long-term assets and liabilities	5,283			(6,780		)
Cash provided by operations	430,583			310,684
Cash flow from investing activities:
Capital additions, net	(45,607		)	(83,044		)
Purchase of short term investments	(14,114		)	(13,996		)
Investments in acquisitions	(272,693		)	(100,373		)
Cash flow used in investing activities	(332,414		)	(197,413		)
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities	6,051			46,111
Purchase of treasury stock	—			(143,693		)
Proceeds from exercise of stock options	4,499			26,909
Excess tax benefits from stock-based payment arrangements	867			21,267
Distributions to noncontrolling interests	(5,281		)	—
Dividend payments	(7,706		)	(10,617		)
Cash flow used in financing activities	(1,570		)	(60,023		)
Effect of exchange rate changes on cash and cash equivalents	(4,017		)	(6,148		)
Net change in cash and cash equivalents	92,582			47,100
Cash and cash equivalents balance, beginning of period	214,987			183,641
Cash and cash equivalents balance, end of period	$	307,569		$	230,741
Cash paid during the period for:
Interest	$	26,809		$	29,447
Income taxes	94,965			99,910

AMPHENOL CORPORATION

SEGMENT INFORMATION

(dollars in thousands)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2009			2008			2009			2008
Trade Sales:
Interconnect Products	$	648,053		$	786,177		$	1,871,451		$	2,257,914
Cable Products	68,520			77,481			190,318			223,275
Consolidated	$	716,573		$	863,658		$	2,061,769		$	2,481,189
Operating income:
Interconnect Products	$	126,720		$	175,525		$	362,906		$	500,686
Cable Products	11,058			8,532			28,953			25,531
Stock-based compensation expense	(5,231		)	(4,581		)	(15,260		)	(11,777		)
Other operating expenses	(8,257		)	(8,156		)	(26,146		)	(24,601		)
Consolidated	$	124,290		$	171,320		$	350,453		$	489,839
ROS%:
Interconnect Products	19.6		%	22.3		%	19.4		%	22.2		%
Cable Products	16.1		%	11.0		%	15.2		%	11.4		%
Corporate - stock-based compensation	-0.7		%	-0.5		%	-0.7		%	-0.5		%
Corporate - all other	-1.2		%	-0.9		%	-1.3		%	-1.0		%
Consolidated	17.3		%	19.8		%	17.0		%	19.7		%