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) January 19, 2011

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

This Form 8-K/A amends the Form 8-K filed by Amphenol Corporation on January 19, 2011, which inadvertently omitted the condensed consolidated statements of income. The condensed consolidated statements of income were included in the press release issued by Amphenol Corporation on January 19, 2011 and posted on Amphenol Corporation’s website.

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

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 21, 2011

3

EX-99.1

Exhibit 99.1

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2010			2009			2010			2009
Net Sales	$	949,886		$	758,296		$	3,554,101		$	2,820,065
Cost of sales	639,866			516,664			2,395,873			1,933,511
Gross profit	310,020			241,632			1,158,228			886,554
Selling, general and administrative expense	119,466			103,172			457,871			397,641
Operating income	190,554			138,460			700,357			488,913
Interest expense	(10,192		)	(9,496		)	(40,199		)	(36,586		)
Early extinguishment of interest rate swaps	—			(4,575		)	—			(4,575		)
Early extinguishment of revolving credit facility	—			—			(542		)	—
Other income (expenses), net	1,598			(283		)	4,072			(1,225		)
Income before income taxes	181,960			124,106			663,688			446,527
Provision for income taxes	(49,493		)	(34,129		)	(161,275		)	(119,311		)
Net income	132,467			89,977			502,413			327,216
Less: Net income attributable to noncontrolling interests	(1,354		)	(2,338		)	(6,008		)	(9,382		)
Net income attributable to Amphenol Corporation	$	131,113		$	87,639		$	496,405		$	317,834
Net income per common share - Basic	$	0.75		$	0.51		$	2.86		$	1.85
Weighted average common shares outstanding - Basic	174,914,726			172,487,683			173,785,650			171,607,643
Net income per common share - Diluted	$	0.74		$	0.50		$	2.82		$	1.83
Weighted average common shares outstanding - Diluted	177,597,642			175,068,731			176,325,993			173,941,752
Dividends declared per common share	$	0.015		$	0.015		$	0.060		$	0.060

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	December 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	525,888		$	384,613
Short-term investments	98,341			37,770
Total cash, cash equivalents and short-term investments	624,229			422,383
Accounts receivable, less allowance for doubtful accounts of $14,946 and $18,785, respectively	718,545		(1)	449,591
Inventories	549,169			461,750
Other current assets	100,187			86,671
Total current assets	1,992,130			1,420,395
Land and depreciable assets, less accumulated depreciation of $611,008 and $575,187, respectively	366,996			332,875
Goodwill	1,533,299			1,368,672
Other long-term assets	123,432			97,242
	$	4,015,857		$	3,219,184
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	384,963		$	292,122
Accrued salaries, wages and employee benefits	75,183			64,143
Accrued income taxes	65,311			57,272
Accrued acquisition-related obligations	39,615			7,244
Other accrued expenses	89,566			81,979
Short-term debt	352			399
Total current liabilities	654,990			503,159
Long-term debt	799,640		(1)	753,050
Accrued pension and post employment benefit obligations	176,636			172,235
Other long-term liabilities	41,876			27,922
Shareholders’ Equity:
Common stock	176			174
Additional paid-in capital	144,855			71,368
Accumulated earnings	2,260,581			1,774,625
Accumulated other comprehensive loss	(84,757		)	(100,090		)
Total shareholders’ equity attributable to Amphenol Corporation	2,320,855			1,746,077
Noncontrolling interests	21,860			16,741
Total equity	2,342,715			1,762,818
	$	4,015,857		$	3,219,184

NOTE 1 The Company has a $100 million receivables securitization program that expires in May 2013. 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 long-term debt and the related receivables remain on the balance sheet. At December 31, 2010, borrowings under the securitization facility were $92 million. At December 31, 2009, $82 million in receivables were sold under the Facility and excluded from the Condensed Consolidated Balance Sheets.

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(dollars in thousands)

	Twelve months ended
	December 31,
	2010			2009
Cash flow from operating activities:
Net income	$	502,413		$	327,216
Adjustments for cash flow from operating activities:
Depreciation and amortization	102,846			98,524
Net change in receivables sold under Receivables Securitization Facility	(82,000		)(1)	(3,000		)
Stock-based compensation expense	25,385			20,240
Excess tax benefits from stock-based payment arrangements	(14,692		)	(16,085		)
Net change in components of working capital	(120,072		)	144,654
Net change in other long-term assets and liabilities	11,013			10,748
Cash flow provided by operating activities	424,893			582,297
Cash flow from investing activities:
Capital additions, net	(107,607		)	(59,834		)
Purchase of short term investments	(60,216		)	(33,342		)
Investments in Acquisitions	(180,402		)	(280,014		)
Cash flow used in investing activities	(348,225		)	(373,190		)
Cash flow from financing activities:
Long-term borrowings under credit facilities	793,406		(1)	609,648
Repayments of long-term debt	(748,017		)	(1,241,582		)
Borrowings under senior notes	—			598,878
Settlement of interest rate swap agreements	—			(4,575		)
Payments of fees and expenses related to debt financing	(6,975		)	(4,650		)
Proceeds from exercise of stock options	46,616			25,481
Excess tax benefits from stock-based payment arrangements	14,692			16,085
Payments to noncontrolling interests	(24,588		)	(23,328		)
Dividend payments	(10,413		)	(10,279		)
Cash flow provided (used) in financing activities	64,721			(34,322		)
Effect of exchange rate changes on cash and cash equivalents	(114		)	(5,159		)
Net change in cash and cash equivalents	141,275			169,626
Cash and cash equivalents balance, beginning of period	384,613			214,987
Cash and cash equivalents balance, end of period	$	525,888		$	384,613

NOTE 1 The 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. Excluding the impact of adoption, long-term borrowings under credit facilities would be $711,406 resulting in cash flows used in financing activities of ($17,279) and cash flows provided by operating activities of $506,893.

AMPHENOL CORPORATION

SEGMENT INFORMATION

(dollars in thousands)

	Three months ended						Twelve months ended
	December 31,						December 31,
	2010			2009			2010			2009
Trade Sales:
Interconnect Products	$	891,035		$	695,127		$	3,293,119		$	2,566,578
Cable Products	58,851			63,169			260,982			253,487
Consolidated	$	949,886		$	758,296		$	3,554,101		$	2,820,065
Operating income:
Interconnect Products	$	199,357		$	142,866		$	725,946		$	505,772
Cable Products	7,232			9,798			35,472			38,751
Stock-based compensation expense	(6,805		)	(4,981		)	(25,385		)	(20,241		)
Other operating expenses	(9,230		)	(9,223		)	(35,676		)	(35,369		)
Consolidated	$	190,554		$	138,460		$	700,357		$	488,913
ROS%:
Interconnect Products	22.4		%	20.6		%	22.0		%	19.7		%
Cable Products	12.3		%	15.5		%	13.6		%	15.3		%
Stock-based compensation expense	-0.7		%	-0.7		%	-0.7		%	-0.7		%
Other operating expenses	-1.0		%	-1.2		%	-1.0		%	-1.3		%
Consolidated	20.1		%	18.3		%	19.7		%	17.3		%