8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2010

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:

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

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

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

oPre-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

This Form 8-K/A amends the Form 8-K filed by Amphenol Corporation on April 20, 2010 to amend certain line items on the condensed consolidated statements of cash flow in connection with the adoption of Accounting Standards Update (“ASU”) No. 2009-16, Accounting for Transfers of Financial Assets. The Company adopted ASU 2009-16 on January 1, 2010.  As a result, transfers of receivables occurring on or after January 1, 2010 are reflected as debt issued in the Company’s Condensed Consolidated Statements of Cash Flow (resulting in a reduction of cash flows provided by operating activities of $82 million for the quarter ended March 31, 2010).  The resulting changes made to the line items on the condensed consolidated statements of cash flow to properly present the adoption of ASU 2009-16 are as follows.

1.In the text of the press release the sentence on page 2 that reads “Cash flow from operations remained strong in the quarter at $114 million” has been changed to “Cash flow from operations (excluding a reduction of $82 million resulting from the adoption of a new accounting pronouncement) remained strong in the quarter at $114 million”;

2.A caption has been added entitled “Net change in receivables sold under the Receivables Securitization Facility”.  For the three months ended March 31, 2010 and 2009, the related cash flows were $(82,000) and $6,000, respectively;

3.For the three months ended March 31, 2009, the “Net change in components of working capital” has been changed from $40,255 to $34,255;

4.For the three months ended March 31, 2010, the “Cash flow provided by operating activities” has been changed from $113,843 to $31,843;

5.For the three months ended March 31, 2010, the “Net change in borrowings under the Receivables Securitization Facility” has been changed from $(33,000) to $49,000;

6.For the three months ended March 31, 2010, the “Cash flow (used in) provided by financing activities” has been changed from $(33,280) to $48,720.

A copy of the amended condensed consolidated statements of cash flow, as well as, the condensed consolidated statements of income, condensed consolidated balance sheets, and segment information 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, 2009, 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

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obligation to update these statements publicly as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1Amended condensed consolidated statements of cash flow, condensed consolidated statements of income, condensed consolidated balance sheets, and segment information.

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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: May 6, 2010

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EX-99.1

EXHIBIT 99.1

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended
	March 31,
	2010			2009
Net Sales	$	770,954		$	660,012
Cost of sales	521,762			453,633
Gross profit	249,192			206,379
Selling, general and administrative expense	104,148			95,694
Operating income	145,044			110,685
Interest expense	(10,013		)	(8,998		)
Other income (expenses), net	459			(215		)
Income before income taxes	135,490			101,472
Provision for income taxes	(35,352		)	(24,422		)
Net income	100,138			77,050
Less: Net income attributable to noncontrolling interests	(1,785		)	(2,640		)
Net income attributable to Amphenol Corporation	$	98,353		$	74,410
Net income per common share - Basic	$	0.57		$	0.43
Weighted average common shares outstanding - Basic	173,266,113			171,185,198
Net income per common share - Diluted	$	0.56		$	0.43
Weighted average common shares outstanding - Diluted	175,575,002			173,098,475
Dividends declared per common share	$	0.015		$	0.015

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands)

	March 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	431,719		$	384,613
Accounts receivable, less allowance for doubtful accounts of $18,022 and $18,785, respectively	572,616		(1)	449,591
Inventories, net	476,097			461,750
Other current assets	135,913			124,441
Total current assets	1,616,345			1,420,395
Land and depreciable assets, less accumulated depreciation of $572,922 and $575,187, respectively	327,211			332,875
Goodwill	1,371,800			1,368,672
Other long-term assets	95,160			97,242
	$	3,410,516		$	3,219,184
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	319,820		$	292,122
Accrued salaries, wages and employee benefits	64,045			64,143
Accrued income taxes	70,117			57,272
Accrued acquisition-related obligations	5,744			7,244
Other accrued expenses	83,715			81,979
Short-term debt	49,440		(1)	399
Total current liabilities	592,881			503,159
Long-term debt	752,543			753,050
Accrued pension and post employment benefit obligations	171,082			172,235
Other long-term liabilities	26,569			27,922
Shareholders’ Equity:
Common stock	174			174
Additional paid-in capital	80,398			71,368
Accumulated earnings	1,870,378			1,774,625
Accumulated other comprehensive loss	(100,989		)	(100,090		)
Total shareholders’ equity attributable to Amphenol Corporation	1,849,961			1,746,077
Noncontrolling interests	17,480			16,741
Total equity	1,867,441			1,762,818
	$	3,410,516		$	3,219,184

NOTE 1The Company has a $100 million receivables securitization program.  In accordance with previous accounting guidance, this facility was accounted for off balance sheet as a sale of receivables.  Effective January 1, 2010, the Company adopted the amendments to the Transfers and Servicing and Consolidation Topics of the Accounting Standards Codification. The adoption of these amendments has resulted in the Company reporting transactions under this facility as short-term debt and the related receivables remain on the balance sheet.  At March 31, 2010, borrowings under the securitization facility were $49 million.

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in thousands)

	Three months ended
	March 31,
	2010			2009
Cash flow from operating activities:
Net income	$	100,138		$	77,050
Adjustments for cash flow from operating activities:
Depreciation and amortization	24,344			22,991
Net change in receivables sold under Receivables Securitization Facility	(82,000		)(1)	6,000
Stock-based compensation expense	5,443			4,784
Net change in components of working capital	(15,286		)	34,255
Net change in other long-term assets and liabilities	(796		)	(2,315		)
Cash flow provided by operating activities	31,843			142,765
Cash flow from investing activities:
Additions to property, plant and equipment, net	(18,353		)	(16,871		)
(Purchase) sale of short term investments	(8,353		)	1,420
Acquisitions, net of cash acquired	(3,000		)	(261,464		)
Cash flow used in investing activities	(29,706		)	(276,915		)
Cash flow from financing activities:
Borrowings under revolving credit facilities	19,600			268,587
Payments under revolving credit facilities	(19,994		)	(182,700		)
Net change in borrowings under Receivables Securitization Facility	49,000		(1)	—
Proceeds from exercise of stock options	3,173			224
Excess tax benefits from stock-based payment arrangements	582			107
Payments to shareholders of noncontrolling interests	(1,046		)	—
Dividend payments	(2,595		)	(5,135		)
Cash flow provided by financing activities	48,720			81,083
Effect of exchange rate changes on cash and cash equivalents	(3,751		)	(11,401		)
Net change in cash and cash equivalents	47,106			(64,468		)
Cash and cash equivalents balance, beginning of period	384,613			214,987
Cash and cash equivalents balance, end of period	$	431,719		$	150,519

NOTE 1The Company has a $100 million receivables securitization program.  In accordance with previous accounting guidance, this facility was accounted for off balance sheet as a sale of receivables.  Effective January 1, 2010, the Company adopted the amendments to the Transfers and Servicing and Consolidation Topics of the Accounting Standards Codification. As a result of the adoption transfers of receivables occurring on or after January 1, 2010 are reflected as debt issued in the Company’s Condensed Consolidated Statements of Cash Flow (resulting in a reduction of cash flows provided by operating activities of $82 million for the quarter ended March 31, 2010).

AMPHENOL CORPORATION

SEGMENT INFORMATION

(dollars in thousands)

(Unaudited)

	Three months ended
	March 31,
	2010			2009
Trade Sales:
Interconnect Products	$	703,598		$	601,958
Cable Products	67,356			58,054
Consolidated	$	770,954		$	660,012
Operating income:
Interconnect Products	$	148,662		$	116,443
Cable Products	10,043			7,836
Stock-based compensation expense	(5,443		)	(4,784		)
Other operating expenses	(8,218		)	(8,810		)
Consolidated	$	145,044		$	110,685
ROS%:
Interconnect Products	21.1		%	19.3		%
Cable Products	14.9		%	13.5		%
Corporate - stock-based compensation	-0.7		%	-0.7		%
Corporate - all other	-1.1		%	-1.3		%
Consolidated	18.8		%	16.8		%