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 19, 2012

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-10879 (Commission File Number) 22-2785165 (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 8.01  Other Events

On January 19, 2012, Amphenol Corporation (“Amphenol”) issued a press release announcing the pricing of its offering of $500 million aggregate principal amount of senior notes due 2022 (the “Notes”).  The Notes will have an interest rate of 4.000% per annum and are being issued at a price equal to 99.746% of their face value.  A copy of Amphenol’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In connection with the offering of the Notes, Amphenol is filing the computation of Ratio of Earnings to Fixed Charges under Exhibit 12.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

Exhibit 12.1Computation of Ratio of Earnings to Fixed Charges

Exhibit 99.1Press Release dated January 19, 2012

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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 G. Reardon
	Diana G. Reardon
	Executive Vice President and Chief Financial Officer

Date:  January 19, 2012

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EXHIBIT INDEX

Exhibit No.	Description
12.1	Computation of Ratio of Earnings to Fixed Charges
99.1	Press Release dated January 19, 2012

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EX-12.1

Exhibit 12.1

Amphenol Corporation

Computation of Ratio of Earnings to Fixed Charges

	For the nine months ended				For the fiscal years ended
	September 30,				December 31,
	2011		2010		2010		2009		2008		2007		2006
	($ in thousands)
Earnings:
Income before income taxes and net income attributable to noncontrolling interests	$	557,717	$	477,074	$	657,680	$	437,145	$	582,154	$	500,984	$	373,272
Fixed charges	40,300		38,456		51,284		45,620		47,562		45,184		46,535
Total Earnings (1)	$	598,017	$	515,530	$	708,964	$	482,765	$	629,716	$	546,168	$	419,807
Fixed Charges:
Interest expense	$	31,885	$	30,549	$	40,741	$	36,586	$	39,627	$	36,876	$	38,799
Interest component of rent expense	8,415		7,907		10,543		9,034		7,935		8,308		7,736
Total Fixed Charges (2)	$	40,300	$	38,456	$	51,284	$	45,620	$	47,562	$	45,184	$	46,535
Ratio of Earnings to Fixed Charges	14.8		13.4		13.8		10.6		13.2		12.1		9.0

(1)  For the years ended December 31, 2006 through 2008, earnings consist of income before income taxes plus fixed charges (income before income taxes for these periods include the adjustment for noncontrolling interests as those financial statements have not been retroactively restated in accordance with the standards of the Consolidations Topic of the FASB Accounting Standards Codification). 

(2) Fixed charges consist of interest expense including amortization of deferred debt issuance costs and one third of rental expenses on operating leases, representing that portion of rent expense which management believes is representative of the interest component of rent expense.  Program fees on the sales of accounts receivable are not included, as they do not meet the definition of fixed charges per Item 601 of Regulation S-K.

EX-99.1

Exhibit 99.1

	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

Executive Vice President and

Chief Financial Officer

203/265-8630

www.amphenol.com

AMPHENOL CORPORATION

ANNOUNCES PRICING OF $500 MILLION OF SENIOR NOTES

Wallingford, Connecticut.  January 19, 2012.  Amphenol Corporation (NYSE-APH) announced today the pricing of its offering of $500 million aggregate principal amount of senior notes due 2022 (the “Notes”).  The Notes will have an interest rate of 4.000% per annum and are being issued at a price equal to 99.746% of their face value.  The closing of the offering is expected to occur on January 26, 2012, subject to customary closing conditions.

The Company intends to use all of the net proceeds from the offering to repay amounts outstanding under its revolving credit facility.

Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as book-running managers for the offering.

The Notes are being offered pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange Commission.  A prospectus supplement and accompanying prospectus describing the terms of this offering will be

filed with the Securities and Exchange Commission.  When available, copies of the prospectus supplement and accompanying prospectus for the offering may be obtained from Barclays Capital Inc. at 888-603-5847 or Deutsche Bank Securities Inc. at 800-503-4611 or J.P. Morgan Securities LLC at 212-834-4533.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor will there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful.  Any offer, solicitation or sale of the Notes will be made only by means of the prospectus supplement and the accompanying prospectus.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

About Amphenol Corporation

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 areas of the interconnect market including:  Military, Commercial Aerospace, Automotive, Broadband Communication, Industrial, Information Technology and Data Communications Equipment, Mobile Devices and Wireless Infrastructure.

Forward-Looking Statements

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, 2010, 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.

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