AMPHENOL CORP /DE/ (Form: 10-Q, Received: 08/03/2012 11:31:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10879

AMPHENOL CORPORATION

Delaware		22-2785165
(State of Incorporation)		(IRS Employer
		Identification No.)

358 Hall Avenue

Wallingford, Connecticut 06492

203-265-8900

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 27, 2012, the total number of shares outstanding of Class A Common Stock was 160,987,024.

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Amphenol Corporation

Index to Quarterly Report

on Form 10-Q

		Page

Part I	Financial Information

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	3

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011	4

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011	5

	Condensed Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2012 and 2011	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

Part II	Other Information

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

Signature		25

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands)

	June 30, 2012			December 31, 2011
*Assets*
Current Assets:
Cash and cash equivalents	$	646,014		$	515,086
Short-term investments	134,450			133,848
Total cash, cash equivalents and short-term investments	780,464			648,934
Accounts receivable, less allowance for doubtful accounts of $11,481 and $11,113, respectively	840,090			767,181
Inventories, net	675,342			649,862
Other current assets	130,264			115,260

Total current assets	2,426,160			2,181,237

Land and depreciable assets, less accumulated depreciation of $680,069 and $655,869, respectively	396,180			380,501
Goodwill	1,803,710			1,746,113
Other long-term assets	140,789			137,374

	$	4,766,839		$	4,445,225

*Liabilities & Equity*
Current Liabilities:
Accounts payable	$	431,954		$	377,867
Accrued salaries, wages and employee benefits	81,040			83,810
Accrued income taxes	85,653			87,315
Other accrued expenses	113,725			93,125
Short-term debt	89,284			298

Total current liabilities	801,656			642,415

Long-term debt	1,454,545			1,376,831
Accrued pension and post-employment benefit obligations	204,932			207,049
Other long-term liabilities	42,189			34,144
Equity:
Common stock	161			163
Additional paid-in capital	248,973			189,166
Accumulated earnings	2,135,047			2,102,497
Accumulated other comprehensive loss	(133,607		)	(120,057		)

Total shareholders’ equity attributable to Amphenol Corporation	2,250,574			2,171,769

Noncontrolling interests	12,943			13,017
Total equity	2,263,517			2,184,786

	$	4,766,839		$	4,445,225

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales	$	1,061,107		$	1,017,738		$	2,042,711		$	1,958,323
Cost of sales	726,946			696,516			1,399,279			1,332,977
Gross profit	334,161			321,222			643,432			625,346
Change in contingent acquisition related obligations	—			(17,813		)	—			(17,813		)
Selling, general and administrative expense	127,985			124,161			251,977			242,200
Operating income	206,176			214,874			391,455			400,959

Interest expense	(15,099		)	(11,371		)	(28,848		)	(21,387		)
Other income, net	2,634			2,130			4,821			3,834
Income before income taxes	193,711			205,633			367,428			383,406
Provision for income taxes	(51,818		)	(56,739		)	(98,287		)	(105,627		)
Net income	141,893			148,894			269,141			277,779
Less: Net income attributable to noncontrolling interests	(951		)	(1,143		)	(1,636		)	(2,070		)

Net income attributable to Amphenol Corporation	$	140,942		$	147,751		$	267,505		$	275,709

Net income per common share-Basic	$	0.87		$	0.86		$	1.65		$	1.59

Weighted average common shares outstanding-Basic	161,511,550			171,194,474			162,186,707			173,170,408

Net income per common share-Diluted	$	0.86		$	0.85		$	1.63		$	1.57

Weighted average common shares outstanding-Diluted	163,871,565			173,592,458			164,613,352			175,707,345

Dividends declared per common share	$	0.105		$	0.015		$	0.210		$	0.030

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011

Net income	$	141,893		$	148,894		$	269,141		$	277,779
Total other comprehensive income (loss), net of tax	(30,036		)	18,701			(13,610		)	42,418
Total comprehensive income	111,857			167,595			255,531			320,197

Less: Comprehensive income attributable to noncontrolling interests	(875		)	(1,283		)	(1,576		)	(2,252		)

Comprehensive income attributable to Amphenol Corporation	$	110,982		$	166,312		$	253,955		$	317,945

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in thousands)

	Six Months Ended June 30,
	2012			2011
Cash flow from operating activities:
Net income	$	269,141		$	277,779
Adjustments for cash from operating activities:
Depreciation and amortization	58,591			57,208
Stock-based compensation expense	15,101			13,381
Change in contingent acquisition related obligations	—			(17,813		)
Excess tax benefits from stock-based compensation payment arrangements	(9,677		)	(5,493		)
Net change in components of working capital	(40,573		)	(115,869		)
Net change in other long-term assets and liabilities	(978		)	3,154

Cash flow provided by operating activities	291,605			212,347

Cash flow from investing activities:
Additions to property, plant and equipment	(63,422		)	(46,457		)
Proceeds from disposals of fixed assets	2,304			677
Purchases of short-term investments	(142,330		)	(69,330		)
Sales and maturities of short-term investments	141,728			82,324
Acquisitions, net of cash acquired	(82,349		)	(51,889		)

Cash flow used in investing activities	(144,069		)	(84,675		)

Cash flow from financing activities:
Issuance of senior notes	498,730			—
Borrowings under credit facilities	436,036			489,200
Repayments under credit facilities	(767,900		)	(136,821		)
Payments of fees and expenses related to debt financing	(4,318		)	(2,105		)
Proceeds from exercise of stock options	35,708			21,451
Excess tax benefits from stock-based compensation payment arrangements	9,677			5,493
Payment of contingent acquisition related obligations	—			(40,000		)
Payments to shareholders of noncontrolling interests	(1,650		)	(27,122		)
Purchase and retirement of treasury stock	(201,020		)	(360,998		)
Dividend payments	(19,500		)	(5,241		)

Cash flow used in financing activities	(14,237		)	(56,143		)

Effect of exchange rate changes on cash and cash equivalents	(2,371		)	13,791

Net change in cash and cash equivalents	130,928			85,320
Cash and cash equivalents balance, beginning of period	515,086			525,888

Cash and cash equivalents balance, end of period	$	646,014		$	611,208

Cash paid for:
Interest	$	18,950		$	20,527
Income taxes	89,481			83,496

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollars in thousands, except per share data)

Note 1—Basis of Presentation and Principles of Consolidation

The condensed consolidated balance sheets as of June 30, 2012 and December 31, 2011, the related condensed consolidated statements of income for the three and six months ended June 30, 2012 and 2011, the condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2012 and 2011, and the condensed consolidated statements of cash flow for the six months ended June 30, 2012 and 2011 include the accounts of Amphenol Corporation and its subsidiaries (the “Company”). All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein are unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Annual Report”).

Note 2—New Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, Intangibles - Goodwill and Other (“ASU 2011-08”), which allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment of events and circumstances, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company considered this update when performing its annual impairment assessment as of the second quarter of 2012.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 improves comparability of fair value measurements presented and disclosed in financial statements prepared with U.S. generally accepted accounting principles and International Financial Reporting Standards. ASU 2011-04 clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use and valuation premise concepts, (2) measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and (3) quantitative information required for fair value measurements categorized within Level 3 of the fair value hierarchy. ASU 2011-04 also provides guidance on measuring the fair value of financial instruments managed within a portfolio, and application of premiums and discounts in a fair value measurement. In addition, ASU 2011-04 requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The amendments in this guidance are to be applied prospectively, and were effective for the Company beginning January 1, 2012. The adoption of this update did not have a material effect on the Company’s financial statements.

Note 3—Inventories

Inventories, net consist of:

	June 30, 2012		December 31, 2011
Raw materials and supplies	$	224,667	$	210,886
Work in process	262,002		255,581
Finished goods	188,673		183,395
	$	675,342	$	649,862

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Note 4—Reportable Business Segments

The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products. The Interconnect Products and Assemblies segment produces connectors and connector assemblies primarily for the communications, aerospace, industrial and automotive markets. The Cable Products segment produces coaxial and flat ribbon cable and related products primarily for the communications markets, including cable television. The accounting policies of the segments are the same as those for the Company as a whole. The Company evaluates the performance of its business segments on, among other things, profit or loss from operations before interest, income taxes and stock-based compensation expense as well as other costs such as headquarters expense allocations, amortization related to certain intangible assets and nonrecurring gains and losses.

The segment results for the three months ended June 30, 2012 and 2011 are as follows:

	Interconnect Products and Assemblies				Cable Products				Total
	2012		2011		2012		2011		2012		2011
Net sales
-external	$	985,490	$	943,752	$	75,617	$	73,986	$	1,061,107	$	1,017,738
-inter-segment	979		1,612		4,808		5,901		5,787		7,513
Segment operating income	212,586		203,380		10,458		9,500		223,044		212,880

The segment results for the six months ended June 30, 2012 and 2011 are as follows:

	Interconnect Products and Assemblies				Cable Products				Total
	2012		2011		2012		2011		2012		2011
Net sales
-external	$	1,893,525	$	1,821,268	$	149,186	$	137,055	$	2,042,711	$	1,958,323
-inter-segment	1,995		2,325		10,441		10,760		12,436		13,085
Segment operating income	403,445		397,492		21,134		16,959		424,579		414,451

A reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2012 and 2011 is summarized as follows:

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Segment operating income	$	223,044		$	212,880		$	424,579		$	414,451
Interest expense	(15,099		)	(11,371		)	(28,848		)	(21,387		)
Interest income	2,990			2,311			5,530			4,129
Stock-based compensation expense	(7,610		)	(7,061		)	(15,101		)	(13,381		)
Change in contingent acquisition related obligations	—			17,813			—			17,813
Other costs, net	(9,614		)	(8,939		)	(18,732		)	(18,219		)
Income before income taxes	$	193,711		$	205,633		$	367,428		$	383,406

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Note 5—Changes in Equity and Noncontrolling Interests

Net income attributable to noncontrolling interests is classified below net income (earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company). In addition, the liability related to noncontrolling interests is presented as a separate caption within equity.

A reconciliation of consolidated changes in equity for the six months ended June 30, 2012 is as follows:

	Amphenol Corporation Shareholders
	Common Stock										Accum. Other
	Shares (in millions)		Amount			Additional Paid- In Capital		Accumulated Earnings			Comprehensive Loss			Treasury Stock			Noncontrolling Interests			Total Equity

Balance as of December 31, 2011	163		$	163		$	189,166	$	2,102,497		$	(120,057	)	$	—		$	13,017		$	2,184,786
Net income								267,505									1,636			269,141
Translation adjustments											(14,006		)				(60		)	(14,066		)
Payments to shareholders of noncontrolling interest																	(1,650		)	(1,650		)
Revaluation of forward contract derivatives											456									456
Purchase of treasury stock														(201,020		)				(201,020		)
Retirement of treasury stock	(3	)	(3		)			(201,017		)				201,020						—
Stock options exercised, including tax benefit	1		1			44,706														44,707
Dividends declared								(33,938		)										(33,938		)
Stock-based compensation expense						15,101														15,101
Balance as of June 30, 2012	161		$	161		$	248,973	$	2,135,047		$	(133,607	)	$	—		$	12,943		$	2,263,517

A reconciliation of consolidated changes in equity for the six months ended June 30, 2011 is as follows:

	Amphenol Corporation Shareholders
	Common Stock											Accum. Other
	Shares (in millions)		Amount			Additional Paid- In Capital			Accumulated Earnings			Comprehensive Loss			Treasury Stock			Noncontrolling Interests			Total Equity

Balance as of December 31, 2010	176		$	176		$	144,855		$	2,260,581		$	(84,757	)	$	—		$	21,860		$	2,342,715
Net income									275,709									2,070			277,779
Translation adjustments												42,014						182			42,196
Defined benefit plan liability adjustment, net of tax												222									222
Payments to shareholders of noncontrolling interests																		(2,268		)	(2,268		)
Purchase of noncontrolling interest						(15,962		)										(8,892		)	(24,854		)
Purchase of treasury stock															(360,998		)				(360,998		)
Retirement of treasury stock	(6	)	(6		)				(360,992		)				360,998						—
Stock options exercised, including tax benefit						26,387															26,387
Dividends declared									(5,156		)										(5,156		)
Stock-based compensation expense						13,381															13,381
Balance as of June 30, 2011	170		$	170		$	168,661		$	2,170,142		$	(42,521	)	$	—		$	12,952		$	2,309,404

Note 6—Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted-average number of common shares and dilutive common shares issuable upon the exercise of outstanding stock options. A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding for the three and six months ended June 30, 2012 and 2011 is as follows (dollars in thousands, except per share amounts):

	Three months ended June 30,				Six months ended June 30,
	2012		2011		2012		2011
Net income attributable to Amphenol Corporation shareholders	$	140,942	$	147,751	$	267,505	$	275,709
Basic weighted average common shares outstanding	161,511,550		171,194,474		162,186,707		173,170,408
Effect of dilutive stock options	2,360,015		2,397,984		2,426,645		2,536,937
Diluted weighted average common shares outstanding	163,871,565		173,592,458		164,613,352		175,707,345
Earnings per share attributable to Amphenol Corporation shareholders:
Basic	$	0.87	$	0.86	$	1.65	$	1.59
Diluted	$	0.86	$	0.85	$	1.63	$	1.57

Excluded from the computations above were anti-dilutive stock options of 3,261,860 and 2,969,325 for the three months ended June 30, 2012 and 2011, respectively, and 3,893,623 and 2,434,686 for the six months ended June 30, 2012 and 2011, respectively.

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Note 7—Commitments and Contingencies

The Company and its subsidiaries have been named as defendants in several legal actions in which various amounts are claimed arising from normal business activities. Although the amount of any ultimate liability with respect to such matters cannot be precisely determined, in the opinion of management, such matters are not expected to have a material effect on the Company’s financial condition or results of operations.

Certain operations of the Company are subject to environmental laws and regulations which govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material effect on the Company’s financial condition or results of operations.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation (“Allied Signal”) in 1987 (Allied Signal merged with Honeywell International Inc. in December 1999 (“Honeywell”)), the Company and Honeywell were named jointly and severally liable as potentially responsible parties in connection with several environmental cleanup sites. The Company and Honeywell jointly consented to perform certain investigations and remediation and monitoring activities at two sites, the “Route 8” landfill and the “Richardson Hill Road” landfill, and they were jointly ordered to perform work at another site, the “Sidney” landfill. All of the costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement (the “Honeywell Agreement”) entered into in connection with the acquisition in 1987. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material effect on the Company’s consolidated financial condition or results of operations. The environmental investigation, remediation and monitoring activities identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

Note 8—Stock-Based Compensation

In May 2009, the Company adopted the 2009 Stock Purchase and Option Plan (the “2009 Option Plan”) for Key Employees of the Company and its subsidiaries. The Company currently also maintains the 2000 Stock Purchase and Option Plan (the “2000 Option Plan”). No additional options can be granted under the 2000 Option Plan. The 2009 Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors. As of June 30, 2012, there were 4,888,490 shares of common stock available for the granting of additional stock options under the 2009 Option Plan. Options granted under the 2000 Option Plan and the 2009 Option Plan generally vest ratably over a period of five years and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Directors Option Plan”). The Directors Option Plan is administered by the Company’s Board of Directors. As of June 30, 2012, the maximum number of shares of common stock available for the granting of additional stock options under the Directors Option Plan was 70,000. Options granted under the Directors Option Plan generally vest ratably over a period of three years and are generally exercisable over a period of ten years from the date of grant.

In May 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “Restricted Stock Plan”). The Restricted Stock Plan is administered by the Company’s Board of Directors. As of June 30, 2012, the maximum number of restricted shares available for grants under the Restricted Stock Plan was 108,571. Restricted shares granted under the Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the Restricted Stock Plan entitle the holder to receive shares of the Company’s common stock without payment.

The grant-date fair value of each option grant under the 2000 Option Plan, the 2009 Option Plan and the Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each restricted share grant is determined based on the closing share price of the Company’s stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the stock of the Company and implied volatility derived from related exchange traded options. The average expected life was based on the contractual term of the option and expected exercise and historical post-vesting termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. For the three months ended June 30, 2012, the Company’s income before income taxes and net income were reduced for stock-based compensation expense by $7,610 and $5,498, respectively, and these reductions were $15,101 and $10,851, respectively, for the six months ended June 30, 2012. For the three months ended June 30, 2011, the Company’s income before income taxes and net income were reduced for stock-

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based compensation expense by $7,061 and $5,116, respectively, and these reductions were $13,381 and $9,611, respectively, for the six months ended June 30, 2011. The expense incurred for stock-based compensation is included in selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Income.

Stock Options

Stock option activity for the three and six months ended June 30, 2012 was as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at December 31, 2011	14,016,900		$	38.00	6.89	$	125,067
Options exercised	(853,460	)	26.23
Options forfeited	(123,000	)	38.53
Options outstanding at March 31, 2012	13,040,440		$	38.77	6.79	$	273,830
Options granted	2,954,000		53.26
Options exercised	(511,270	)	25.99
Options forfeited	(58,540	)	43.47
Options outstanding at June 30, 2012	15,424,630		$	41.95	7.26	200,023
Vested and non-vested options expected to vest at June 30, 2012	14,211,300		$	41.44	7.14	$	191,524
Exercisable options at June 30, 2012	7,376,767		$	35.64	5.77	$	142,205

A summary of the status of the Company’s non-vested options as of June 30, 2012 and changes during the three and six months then ended is as follows:

	Options		Weighted Average Fair Value at Grant Date
Non-vested options at December 31, 2011	7,636,576		$	13.41
Options vested	(7,000	)	16.98
Options forfeited	(123,000	)	12.52
Non-vested options at March 31, 2012	7,506,576		13.43
Options granted	2,954,000		12.94
Options vested	(2,354,173	)	13.07
Options forfeited	(58,540	)	13.51
Non-vested options at June 30, 2012	8,047,863		$	13.35

During the three and six months ended June 30, 2012 and 2011, the following activity occurred under the Company’s option plans:

	Three months ended June 30,				Six months ended June 30,
	2012		2011		2012		2011
Total intrinsic value of stock options exercised	$	16,118	$	6,739	$	40,937	$	26,402
Total fair value of stock options vested	30,763		28,446		30,882		28,446

As of June 30, 2012, the total compensation cost related to non-vested options not yet recognized is approximately $91,905 with a weighted average expected amortization period of 3.59 years.

Restricted Shares

As of June 30, 2012, the Company issued 16,429 restricted shares with a weighted-average fair value at grant date of $53.26 per share. As of June 30, 2012, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $786 with a weighted average expected amortization period of 0.90 years.

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Note 9—Shareholders’ Equity

In January 2011, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 20,000,000 shares of its common stock during the three year period ending January 31, 2014 (the “Program”). During the six months ended June 30, 2012, the Company repurchased 3,602,307 shares of its common stock for approximately $201,020. These treasury shares have been or will be retired by the Company and common stock and accumulated earnings were reduced accordingly. Through July 31, 2012, the Company has repurchased an additional 488,682 shares of its common stock for $28,276. At July 31, 2012, approximately 2,480,622 additional shares of common stock may be repurchased under the Program.

After declaration by the Board of Directors, the Company pays a quarterly dividend on its common stock. In January 2012, the Board of Directors approved the first quarter 2012 dividend on the Company’s common stock in the amount of $0.105 per share. This represented an increase in the quarterly dividend rate from $0.015 to $0.105 per share effective with the first quarter 2012 dividend, which was paid in April 2012. For the three and six months ended June 30, 2012, the Company paid dividends in the amount of $17,048 and $19,500, respectively, and declared dividends in the amount of $16,889 and $33,938, respectively. For the three and six months ended June 30, 2011, the Company paid dividends in the amount of $2,608 and $5,241, respectively, and declared dividends in the amount of $2,515 and $5,156, respectively.

Note 10—Benefit Plans and Other Postretirement Benefits

The Company and certain of its domestic subsidiaries have two defined benefit pension plans (the “U.S. Plans”), which cover its U.S. employees and which represent the majority of the assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. Certain U.S. employees not covered by the U.S. Plans are covered by defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “International Plans” and, together with the U.S. Plans, the “Plans”). The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans and other postretirement benefits for the three and six months ended June 30, 2012 and 2011.

	Pension Benefits						Other Postretirement Benefits
	Three months ended June 30,
	2012			2011			2012		2011
Service cost	$	1,939		$	1,354		$	45	$	45
Interest cost	5,426			4,587			169		201
Expected return on plan assets	(6,083		)	(4,415		)	—		—
Amortization of transition obligation	(27		)	(29		)	16		16
Amortization of prior service cost	534			412			—		—
Amortization of net actuarial losses	4,555			2,456			242		311
Net pension expense	$	6,344		$	4,365		$	472	$	573

	Pension Benefits						Other Postretirement Benefits
	Six months ended June 30,
	2012			2011			2012		2011
Service cost	$	3,884		$	2,967		$	90	$	100
Interest cost	10,953			10,391			339		424
Expected return on plan assets	(12,319		)	(10,453		)	—		—
Amortization of transition obligation	(54		)	(56		)	31		31
Amortization of prior service cost	1,075			990			—		—
Amortization of net actuarial losses	9,108			5,890			483		651
Net pension expense	$	12,647		$	9,729		$	943	$	1,206

For the three and six months ended June 30, 2012, the Company made cash contributions to the U.S. Plans of $4,100 and $12,900, respectively, and estimates that, based on current actuarial calculations, it will make aggregate cash contributions to the Plans in 2012 of approximately $26,000, the majority of which is to the U.S. Plans. The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plan assets.

The Company offers various defined contribution plans for U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches the majority of employee contributions to U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation. During the six months ended June 30, 2012 and 2011, the total matching contributions to these U.S. defined contribution plans were approximately $1,400 and $1,300, respectively.

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Note 11 — Goodwill and Other Intangible Assets

As of June 30, 2012, the Company has goodwill totaling $1,803,710, of which $1,730,161 is related to the Interconnect Products and Assemblies segment with the remainder related to the Cable Products segment. For the six months ended June 30, 2012, goodwill increased by $57,597, primarily as a result of two acquisitions in the Interconnect Products and Assemblies segment made during the second quarter.

The Company’s intangible assets are subject to amortization except for goodwill. A summary of the Company’s amortizable intangible assets as of June 30, 2012 and December 31, 2011 is as follows:

	June 30, 2012				December 31, 2011
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	141,200	$	45,800	$	134,700	$	38,800
Proprietary technology	41,800		16,900		41,800		15,300
License agreements	6,000		5,000		6,000		4,600
Trade names and other	9,400		8,200		9,400		9,200
Total	$	198,400	$	75,900	$	191,900	$	67,900

Customer relationships, proprietary technology, license agreements and trade names and other amortizable intangible assets have weighted average useful lives of approximately 10 years, 14 years, 8 years and 15 years, respectively, for an aggregate weighted average useful life of approximately 11 years.

Intangible assets are included in other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The amortization expense for the three months ended June 30, 2012 and 2011 was approximately $4,700 and $3,800, respectively. The amortization expense for the six months ended June 30, 2012 and 2011 was approximately $9,200 and $7,400, respectively. As of June 30, 2012, amortization expense estimated for each of the next five fiscal years is approximately $18,300 in 2012, $15,400 in 2013, $13,500 in 2014, $13,000 in 2015, and $12,200 in 2016.

Note 12—Debt

Senior Notes

In November 2009, the Company issued $600,000 principal amount of unsecured 4.75% Senior Notes due November 2014 (the “4.75% Senior Notes”) at 99.813% of their face value. Net proceeds from the sale of the 4.75% Senior Notes were used to repay borrowings under the Company’s Revolving Credit Facility. Interest on the 4.75% Senior Notes is payable semi-annually on May 15 and November 15 of each year to the holders of record as of the immediately preceding May 1 and November 1. The Company may, at its option, redeem some or all of the 4.75% Senior Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase. The 4.75% Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The fair value of the 4.75% Senior Notes at June 30, 2012 was approximately $647,000 based on recent bid prices.

In January 2012, the Company issued $500,000 principal amount of unsecured 4.00% Senior Notes due February 2022 (the “4.00% Senior Notes”) at 99.746% of their face value. Net proceeds from the sale of the 4.00% Senior Notes before payment of fees and expenses related to the offering in the amount of $498,730 were used to repay borrowings under the Company’s Revolving Credit Facility. Interest on the 4.00% Senior Notes is payable semi-annually on February 1 and August 1 of each year, beginning August 1, 2012, to the holders of record as of the immediately preceding January 15 and July 15. The Company may, at its option, redeem some or all of the 4.00% Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, plus a make-whole premium (if redeemed prior to November 1, 2021). The 4.00% Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The fair value of the 4.00% Senior Notes at June 30, 2012 was approximately $512,000 based on recent bid prices.

Revolving Credit Facility

In June 2011, the Company amended its $1,000,000 unsecured credit facility (the “Revolving Credit Facility”) to reduce borrowing costs and to extend the maturity date from August 2014 to July 2016. At June 30, 2012, borrowings and availability under the Revolving Credit Facility were $348,000 and $652,000, respectively. As of June 30, 2012, the interest rate on borrowings under the Revolving Credit Facility was at a spread over LIBOR. The Revolving Credit Facility requires payment of certain annual agency

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and commitment fees and requires that the Company satisfy certain financial covenants. At June 30, 2012, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

Receivables Securitization Facility

A subsidiary of the Company has entered into a Receivables Securitization Facility with a financial institution whereby the subsidiary can sell an undivided interest of up to $100,000 in a designated pool of qualified accounts receivable (the “Receivables Securitization Facility”). The Company services, administers and collects the receivables on behalf of the purchaser. The Receivables Securitization Facility includes certain covenants and provides for various events of termination. In January 2012, the Company amended the Receivables Securitization Facility to reduce certain fees and amend the expiration date to January 2013. In accordance with FASB ASU 2009-16, Accounting for Transfers of Financial Assets (“ASU 2009-16”), transfers of receivables are reflected as debt issued in the Company’s Condensed Consolidated Statements of Cash Flow, and the value of the outstanding undivided interest held by investors at December 31, 2011 and June 30, 2012 is accounted for as a secured borrowing and is included in the Company’s Condensed Consolidated Balance Sheets as long-term debt at December 31, 2011 and short-term debt at June 30, 2012. At June 30, 2012, borrowings under the Receivables Securitization Facility were $89,000. Additionally, in accordance with ASU 2009-16, fees incurred in connection with the Receivables Securitization Facility are included in interest expense.

The carrying value of borrowings under the Company’s Revolving Credit Facility and Receivables Securitization Facility approximated their fair value at June 30, 2012.

Note 13—Contingent Consideration

In connection with an acquisition made during 2010, the Company made a contingent consideration payment to the sellers in April 2011 of $40,000 based on certain 2010 profitability levels of the acquired company. The Company would have been required to make a contingent consideration payment to the sellers in 2012, if certain 2011 profitability levels of the acquired company were achieved, up to a maximum aggregate undiscounted amount of $19,000.

The Company determined the fair value of the liability for this contingent consideration payment based on a probability-weighted approach, which through the first quarter of 2011 would have resulted in the maximum contingent consideration being paid. During the second quarter of 2011, the acquired company’s performance expectations were reduced as a result of a softening in demand in the defense market and the related deferral of certain defense related programs to periods beyond 2011 and therefore outside the contractual earn-out period. Therefore, it was determined that the payment related to 2011 profitability levels was no longer probable and the Company adjusted the remaining contingent consideration liability of $17,813 as a gain in operating income. Based on the actual 2011 results of the acquired company, it was confirmed that the 2012 contingent consideration payment was in fact not payable. As a result, the Company recorded approximately $17,800 ($11,200 after taxes), for the reversal of the contingent consideration in the second quarter of 2011.

Note 14—Fair Value Measurements

The Company follows the framework within the Fair Value Measurements and Disclosures topic of the Accounting Standards Codification, which requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These requirements establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis.

The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 Quoted prices for identical instruments in active markets.

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Significant inputs to the valuation model are unobservable.

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The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are short-term investments, which are independently valued using market observable Level 1 inputs and derivative instruments, which primarily represent forward contracts which expire in November 2012 and are valued using market observable Level 2 inputs. The Company’s Level 1 short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less. The impact of the credit risk related to these financial assets is immaterial. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at June 30, 2012 and December 31, 2011 are as follows:

	Fair Value Measurements at June 30, 2012
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short-term investments	$	134,450	$	134,450	$	—	$	—
Forward contracts	9,662		—		9,662		—
Total	$	144,112	$	134,450	$	9,662	$	—

	Fair Value Measurements at December 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short-term investments	$	133,848	$	133,848	$	—	$	—
Forward contracts	5,105		—		5,105		—
Total	$	138,953	$	133,848	$	5,105	$	—

The Company does not have any significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

Note 15—Derivative Instruments

The Company is exposed to certain risks related to its ongoing business operations. The primary risks managed by using derivative instruments are foreign exchange rate risk and interest rate risk. Foreign exchange rate forward contacts were entered into in 2011 to manage the currency exposure on an intercompany loan used to fund an acquisition. The hedge will terminate in November 2012 upon maturity of the intercompany loan.

Derivative instruments are required to be recognized as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The Company designates foreign exchange rate forward contacts as cash flow hedges.

As of June 30, 2012 and December 31, 2011, the Company had the following derivative activity related to cash flow hedges:

		Fair Value Assets
	Balance Sheet Location	June 30, 2012		December 31, 2011
Derivatives designated as cash flow hedges:
Forward contracts	Other current assets	$	9,662	$	5,105
Total derivatives designated as cash flow hedging instruments		$	9,662	$	5,105

For the six months ended June 30, 2012 and 2011, $(456) and nil were recognized in accumulated other comprehensive income (loss) associated with foreign exchange rate forward contracts, respectively. The amount reclassified from accumulated other comprehensive income (loss) to foreign exchange gain/loss in the accompanying Condensed Consolidated Statements of Income during the six month periods ended June 30, 2012 and 2011 was not material.

Note 16—Income Taxes

The provision for income taxes for the second quarter and the first six months of 2012 were both at an effective rate of 26.8%. The provision for income taxes for the second quarter and the first six months of 2011 was at an effective rate of 27.6% and 27.5%, respectively. The effective tax rate in the second quarter of 2011 included a one-time tax cost of approximately $6,600 related to a gain of $17,813 for the adjustment of a contingent acquisition related purchase price obligation (Note 13). Excluding the effect of this one-time cost, the effective tax rate in the second quarter and the first six months of 2011 was 26.7% and 27.1%, respectively.

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The Company is present in over sixty tax jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2008 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of June 30, 2012, the amount of the liability for unrecognized tax benefits, which if recognized would impact the effective tax rate, was approximately $23,037, the majority of which is included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and the closing of statutes of limitation. Based on information currently available, management anticipates that over the next twelve month period, audit activity could be completed and statutes of limitation may close relating to existing unrecognized tax benefits of approximately $7,000.

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Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in millions, unless otherwise noted, except per share data)

Results of Operations

Three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011

Net sales were $1,061.1 in the second quarter of 2012 compared to $1,017.7 in the prior year quarter, an increase of 4% in U.S. dollars, 6% in local currencies and 2% organically (excluding the impact of foreign exchange and acquisitions) over the prior year quarter. Net sales for the first six months of 2012 were $2,042.7 compared to $1,958.3 for the same period in 2011, an increase of 4% in U.S. dollars, 5% in local currencies and 1% organically over the prior year period. Sales of interconnect products and assemblies (approximately 93% of sales) increased 4% in U.S. dollars and 6% in local currencies in the second quarter of 2012 compared to the same period in 2011 ($985.5 in 2012 versus $943.8 in 2011) and 4% in U.S. dollars and 5% in local currencies in the first six months of 2012 compared to the same period in 2011 ($1,893.5 in 2012 versus $1,821.3 in 2011), primarily due to the impact of acquisitions. Strong organic growth in the industrial, commercial aerospace, and telecommunications and data communications markets were partially offset by declines in the military and wireless markets. Sales of cable products (approximately 7% of sales) increased 2% in U.S. dollars and 7% in local currencies in the second quarter of 2012 compared to the same period in 2011 ($75.6 in 2012 versus $74.0 in 2011) and 9% in U.S. dollars and 12% in local currencies in the first six months of 2012 compared to the same period in 2011 ($149.2 in 2012 versus $137.1 in 2011). These increases are primarily due to increased demand in broadband markets globally.

Geographically, sales in the United States in the second quarter and first six months of 2012 increased approximately 4% and 2%, respectively, compared to the same periods in 2011 ($346.2 and $669.1, respectively, in 2012 versus $334.1 and $657.5, respectively, in 2011). International sales for the second quarter and first six months of 2012 increased approximately 5% and 6% in U.S. dollars, respectively, and 7% in local currencies for both the second quarter and the first six months of 2012 compared to the same periods in 2011 ($714.9 and $1,373.6 , respectively, in 2012 versus $683.7 and $1,300.8, respectively, in 2011). The comparatively stronger U.S. dollar for the second quarter and first six months of 2012 had the effect of decreasing sales by approximately $18.7 and $22.8, respectively, compared to foreign currency translation rates for the same periods in 2011.

The gross profit margin percentage was approximately 31.5% for both the second quarter and the first six months of 2012, compared to 31.6% for the second quarter and 31.9% for the first six months of 2011. The operating margin for the Interconnect Products and Assemblies segment in the second quarter was equal to the operating margin for the comparable period in 2011 and decreased approximately 50 basis points for the first six months of 2012, respectively, compared to the same period in 2011. The slight decrease compared to the first six months of 2011 is primarily a result of the impact of increases in input costs, partially offset by the positive impacts of cost reduction actions. The operating margins for the Cable Products segment increased by approximately 100 basis points for the second quarter and 180 basis points for the first six months of 2012, compared to the same periods in 2011, primarily as a result of strong volumes and favorable product mix and to a lesser extent lower material costs.

During the second quarter of 2011, the Company reassessed, based on 2011 performance expectations, a contingent acquisition related obligation which would have been payable in 2012 related to a 2010 acquisition (Note 13). Performance expectations were reduced as a result of a softening in demand in the defense market and the related deferral of certain defense related programs to periods beyond 2011 and therefore outside the contractual earn-out period. Therefore, it was determined that the payment related to 2011 profitability levels was no longer probable and the Company adjusted the remaining contingent consideration liability of $17.8 as a gain in operating income in accordance with applicable accounting rules. Based on the actual 2011 results of the acquired company, it was confirmed that the 2012 contingent consideration payment was in fact not payable. This adjustment had an impact of 1.7% of sales, $11.2 on net income and $0.06 on EPS for the second quarter of 2011.

Selling, general and administrative expenses increased to $128.0 and $252.0, or 12.1% and 12.3% of net sales, for the second quarter and first six months of 2012, respectively, compared to $124.2 and $242.2, or 12.2% and 12.4% of net sales for the same periods in 2011. The increase in expense in the second quarter and first six months of 2012 is primarily attributable to increases in selling expense resulting from higher sales volume, increased research and development spending relating to new product development, higher stock-based compensation expense, and an increase in amortization expense due to recent acquisitions. Selling, general and administrative expenses include stock-based compensation expense of $7.6 and $15.1 for the second quarter and first six months of 2012, respectively, compared to $7.1 and $13.4 for the same periods in 2011.

Interest expense for the second quarter and first six months of 2012 was $15.1 and $28.8, respectively, compared to $11.4 and $21.4 for the same periods in 2011. The increases are primarily attributable to higher average debt levels related to the Company’s

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stock repurchase program (Note 9) and the higher interest expense associated with the Company’s January 2012 4.00% Senior Notes offering.

Other income, net, increased to $2.6 and $4.8 for the second quarter and first six months of 2012, respectively, compared to $2.1 and $3.8 for the same periods in 2011, primarily related to interest income on higher levels of cash, cash equivalents and short-term investments.

The provision for income taxes for the second quarter and the first six months of 2012 were both at an effective rate of 26.8%. The provision for income taxes for the second quarter and the first six months of 2011 was at an effective rate of 27.6% and 27.5%, respectively. The effective tax rate in the second quarter of 2011 included a one-time tax cost of approximately $6.6 related to a gain of $17.8 for the adjustment of a contingent acquisition related purchase price obligation. Excluding the effect of this one-time cost, the effective tax rate in the second quarter and the first six months of 2011 was 26.7% and 27.1%, respectively.

The Company is present in over sixty tax jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2008 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of June 30, 2012, the amount of the liability for unrecognized tax benefits, which if recognized would impact the effective tax rate, was approximately $23.0, the majority of which is included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and the closing of statutes of limitation. Based on information currently available, management anticipates that over the next twelve month period, audit activity could be completed and statutes of limitation may close relating to existing unrecognized tax benefits of approximately $7.0.

Liquidity and Capital Resources

Cash flow provided by operating activities was $291.6 in the first six months of 2012 compared to $212.3 in the same 2011 period. The increase in cash flow provided by operating activities for the first six months of 2012 compared to the same 2011 period is primarily due to a lower increase in the components of working capital. The components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $40.6 in the first six months of 2012 due primarily to an increase in accounts receivable, inventory and other current assets of $74.3, $16.5 and $15.3, respectively, which were partially offset by increases in accounts payable and accrued liabilities of $48.0 and $17.5, respectively. The components of working capital increased $115.9 in the first six months of 2011 due primarily to increases in inventory, accounts receivable and other current assets of $72.9, $48.5 and $4.8, respectively, and a decrease in accrued liabilities of $13.8, which were partially offset by an increase in accounts payable of $24.2.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at June 30, 2012. Accounts receivable increased $72.9 to $840.1 primarily reflecting higher sales levels and to a lesser extent the impact of acquisitions partially offset by the impact of translation resulting from the comparatively stronger U.S. dollar at June 30, 2012 compared to December 31, 2011 (“Translation”). Days sales outstanding was approximately 71 days at both June 30, 2012 and December 31, 2011. Inventories increased $25.5 to $675.3 to support higher sales levels and as a result of the impact of acquisitions made during the period of $13.5, partially offset by Translation. Inventory days decreased from 89 days at December 31, 2011 to 83 days at June 30, 2012. Other current assets increased $15.0 to $130.3 primarily due to an increase in the fair value of a foreign exchange forward contract as well as increases in other receivables and prepaid expenses. Land and depreciable assets, net, increased $15.7 to $396.2 primarily due to capital expenditures of $63.4 and the impact of acquisitions, partially offset by depreciation of $47.7, and to a lesser extent the impact of Translation. Goodwill increased $57.6 to $1,803.7 primarily as a result of two acquisitions made in the Interconnect Products and Assemblies segment during the period. Accounts payable increased $54.1 to $432.0, primarily as a result of an increase in purchasing activity during the period and the impact of acquisitions. Payable days were 53 at both June 30, 2012 and December 31, 2011. Total accrued expenses increased $16.1 to $280.4, primarily due to interest accrued related to the 4.00% Senior Notes issued in January 2012 for which interest is payable semi-annually on February 1 and August 1 of each year beginning August 2012 and also due to the accrual of dividends declared in June 2012 to be paid in July 2012, which are at a rate of $0.105 per share compared to dividends declared in December 2011 and paid in January 2012, which were accrued at a rate of $0.015. Other long-term liabilities increased $8.0 to $42.2 primarily due to an increase in deferred tax liabilities.

For the first six months of 2012, cash flow provided by operating activities of $291.6, proceeds from the 4.00% Senior Notes offering of $498.7 and proceeds from the exercise of stock options including tax benefits from stock-based payment arrangements of $45.4 were used to fund net repayments on credit facilities of $331.9, purchases of treasury stock of $201.0, acquisitions (net of cash acquired) of $82.3, capital expenditures (net of disposals) of $61.1, dividend payments of $19.5, fees and expenses in connection with

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the issuance of the 4.00% Senior Notes of $4.3 and payments to shareholders of noncontrolling interests of $1.7, which resulted in an increase in cash and cash equivalents of $130.9. For the first six months of 2011, cash flow provided by operating activities of $212.3, net borrowings on credit facilities of $352.4, proceeds from the exercise of stock options including tax benefits from stock-based payment arrangements of $26.9 and net proceeds from sales of short-term investments of $13.0 were used to fund purchases of treasury stock of $361.0, acquisitions (net of cash acquired) of $51.9, contingent acquisition-related obligation payments of $40.0, capital expenditures (net of disposals) of $45.8, payments to shareholders of noncontrolling interests of $27.1 and dividend payments of $5.2, which resulted in an increase in cash and cash equivalents of $85.3.

In November 2009, the Company issued $600.0 principal amount of unsecured 4.75% Senior Notes due November 2014 (the “4.75% Senior Notes”) at 99.813% of their face value. Net proceeds from the sale of the 4.75% Senior Notes were used to repay borrowings under the Company’s Revolving Credit Facility. Interest on the 4.75% Senior Notes is payable semi-annually on May 15 and November 15 of each year to the holders of record as of the immediately preceding May 1 and November 1. The Company may, at its option, redeem some or all of the 4.75% Senior Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase. The 4.75% Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The fair value of the 4.75% Senior Notes at June 30, 2012 was approximately $647.0 based on recent bid prices.

In January 2012, the Company issued $500.0 principal amount of unsecured 4.00% Senior Notes due February 2022 (the “4.00% Senior Notes”) at 99.746% of their face value. Net proceeds from the sale of the 4.00% Senior Notes before payment of fees and expenses related to the offering in the amount of $498.7 were used to repay borrowings under the Company’s Revolving Credit Facility. Interest on the 4.00% Senior Notes is payable semi-annually on February 1 and August 1 of each year, beginning August 1, 2012, to the holders of record as of the immediately preceding January 15 and July 15. The Company may, at its option, redeem some or all of the 4.00% Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, plus a make-whole premium (if redeemed prior to November 1, 2021). The 4.00% Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. The fair value of the 4.00% Senior Notes at June 30, 2012 was approximately $512.0 based on recent bid prices.

In June 2011, the Company amended its $1,000.0 unsecured credit facility (the “Revolving Credit Facility”) to reduce borrowing costs and to extend the maturity date from August 2014 to July 2016. At June 30, 2012, borrowings and availability under the Revolving Credit Facility were $348.0 and $652.0, respectively. As of June 30, 2012, the interest rate on borrowings under the Revolving Credit Facility was at a spread over LIBOR. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. At June 30, 2012, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

A subsidiary of the Company has entered into a Receivables Securitization Facility with a financial institution whereby the subsidiary can sell an undivided interest of up to $100.0 in a designated pool of qualified accounts receivable (the “Receivables Securitization Facility”). The Company services, administers and collects the receivables on behalf of the purchaser. The Receivables Securitization Facility includes certain covenants and provides for various events of termination. In January 2012, the Company amended the Receivables Securitization Facility to reduce certain fees and amend the expiration date to January 2013. In accordance with FASB ASU 2009-16, Accounting for Transfers of Financial Assets (“ASU 2009-16”), transfers of receivables are reflected as debt issued in the Company’s Condensed Consolidated Statements of Cash Flow, and the value of the outstanding undivided interest held by investors at December 31, 2011 and June 30, 2012 is accounted for as a secured borrowing and is included in the Company’s Condensed Consolidated Balance Sheets as long-term debt at December 31, 2011 and short-term debt at June 30, 2012. At June 30, 2012, borrowings under the Receivables Securitization Facility were $89.0. Additionally, in accordance with ASU 2009-16, fees incurred in connection with the Receivables Securitization Facility are included in interest expense.

The carrying value of borrowings under the Company’s Revolving Credit Facility and Receivables Securitization Facility approximated their fair value at June 30, 2012.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchases of its common stock, funding of pension obligations, dividends and debt service. The Company may also use cash to fund all or part of the cost of acquisitions. The Company pays a quarterly dividend on its common stock. In January 2012, the Board of Directors approved the first quarter 2012 dividend on the Company’s common stock in the amount of $0.105 per share. This represented an increase in the quarterly dividend rate from $0.015 to $0.105 per share effective with the first quarter 2012 dividend, which was paid in April 2012. For the three and six months ended June 30, 2012, the Company paid dividends in the amount of $17.0 and $19.5, respectively, and declared dividends in the amount of $16.9 and $33.9, respectively. For the three and six months ended June 30, 2011, the Company paid dividends in the amount of $2.6 and $5.2, respectively, and declared dividends in the amount of $2.5 and $5.2, respectively. The Company’s debt service requirements consist primarily of principal and interest on the Senior Notes, the Revolving Credit Facility and the Receivables Securitization Facility.

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The Company’s primary sources of liquidity are internally generated cash flow, the Revolving Credit Facility, the Receivables Securitization Facility and cash, cash equivalents and short-term investments. The Company expects that ongoing cash requirements will be funded from these sources; however, the Company’s sources of liquidity could be adversely affected by, among other things, a decrease in demand for the Company’s products, a deterioration in certain of the Company’s financial ratios or a deterioration in the quality of the Company’s accounts receivables. However, management believes that the Company’s cash, cash equivalents and short-term investment position, ability to generate strong cash flow from operations, and availability under its Revolving Credit Facility and its Receivables Securitization Facility will allow it to meet its obligations for the next twelve months.

In January 2011, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 20 million shares of its common stock during the three year period ending January 31, 2014 (the “Program”). During the six months ended June 30, 2012, the Company repurchased approximately 3.6 million shares of its common stock for approximately $201.0. These treasury shares have been or will be retired by the Company and common stock and accumulated earnings were reduced accordingly. Through July 31, 2012, the Company has repurchased approximately an additional 0.5 million shares of its common stock for $28.3. At July 31, 2012, approximately2.5 million additional shares of common stock may be repurchased under the Program.

For the three and six months ended June 30, 2012, the Company made cash contributions to the U.S. Plans of $4.1 and $12.9, respectively, and estimates that, based on current actuarial calculations, it will make aggregate cash contributions to the Plans in 2012 of approximately $26.0, the majority of which is to the U.S. Plans. The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plan assets.

Environmental Matters

Owners and occupiers of sites containing hazardous substances, as well as generators of hazardous substances, are subject to broad liability under various environmental laws and regulations, including expenditures for cleanup and monitoring costs and potential damages arising out of past disposal activities. Such liability in many cases may be imposed regardless of fault or the legality of the original disposal activity. The Company has performed remediation activities and is currently performing operations and maintenance and monitoring activities at three off-site disposal sites previously utilized by the Company’s facility in Sidney, New York, and others - the Richardson Hill Road landfill, the Route 8 landfill and the Sidney landfill. Actions at the Richardson Hill Road and Sidney landfills were undertaken subsequent to designation as “Superfund” sites on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. The Route 8 landfill was designated as a New York State Inactive Hazardous Waste Disposal Site, with remedial actions taken pursuant to Chapter 6, Section 375-1 of the New York Code of Rules and Regulations. In addition, the Company is currently performing monitoring activities at, and in proximity to, its manufacturing site in Sidney, New York. The Company is also engaged in remediating or monitoring environmental conditions at certain of its other manufacturing facilities and has been named as a potentially responsible party for cleanup costs at other off-site disposal sites.

Subsequent to the acquisition of Amphenol from Allied Signal Corporation (“Allied Signal”) in 1987 (Allied Signal merged with Honeywell International Inc. in December 1999 (“Honeywell”)), the Company and Honeywell were named jointly and severally liable as potentially responsible parties in connection with several environmental cleanup sites. The Company and Honeywell jointly consented to perform certain investigations and remediation and monitoring activities at the Route 8 landfill and the Richardson Hill Road landfill, and they were jointly ordered to perform work at the Sidney landfill, all as referred to above. All of the costs incurred relating to these three sites are currently reimbursed by Honeywell based on an agreement (the “Honeywell Agreement”) entered into in connection with the acquisition in 1987. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material effect on the Company’s consolidated financial condition or results of operations. The environmental investigation, remediation and monitoring activities identified by the Company, including those referred to above, are covered under the Honeywell Agreement.

Since 1987, the Company has not been identified nor has it been named as a potentially responsible party with respect to any other significant on-site or off-site hazardous waste matters. In addition, the Company believes that its manufacturing activities and disposal practices since 1987 have been in material compliance with applicable environmental laws and regulations. Nonetheless, it is possible that the Company will be named as a potentially responsible party in the future with respect to additional Superfund or other sites. Although the Company is unable to predict with any reasonable certainty the extent of its ultimate liability with respect to any

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pending or future environmental matters, the Company believes, based upon information currently known by management about the Company’s manufacturing activities, disposal practices and estimates of liability with respect to known environmental matters, that any such liability will not have a material effect on the Company’s consolidated financial condition or results of operations.

Safe Harbor Statement

Statements in this Form 10-Q, 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, 2011, 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 3. Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates and changes in interest rates. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in its 2011 Annual Report. As of June 30, 2012, the Company’s average LIBOR rate was 0.24%. A 10% change in the LIBOR interest rate at June 30, 2012 would have no material effect on interest expense. The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2012, although there can be no assurances that interest rates will not significantly change.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rule 13a-15(e) and 15 d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the period covered by this report. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management, including the Company’s principal executive and financial officers, to allow timely decisions regarding required disclosure. There has been no change in the Company’s internal controls over financial reporting during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries have been named as defendants in several legal actions in which various amounts are claimed arising from normal business activities. Although the amount of any ultimate liability with respect to such matters cannot be precisely determined, in the opinion of management, such matters are not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A of the Company’s 2011 Annual Report.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Equity Securities

In January 2011, the Company’s Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 20 million shares of its common stock during the three year period ending January 31, 2014 (the “Program”). During the six months ended June 30, 2012, the Company repurchased approximately 3.6 million shares of its common stock for approximately $201.0. These treasury shares have been or will be retired by the Company and common stock and accumulated earnings were reduced accordingly. Through July 31, 2012, the Company has repurchased an additional approximately 0.5 million shares of its common stock for $28.3. At July 31, 2012, approximately 2.5 million additional shares of common stock may be repurchased under the Program.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31, 2012	175,000	$	54.75	175,000	6,396,611
February 1 to February 29, 2012	1,036,448	54.60		1,036,448	5,360,163
March 1 to March 31, 2012	284,462	55.25		284,462	5,075,701
April 1 to April 30, 2012	845,000	57.10		845,000	4,230,701
May 1 to May 31, 2012	1,155,000	56.61		1,155,000	3,075,701
June 1 to June 30, 2012	106,397	51.69		106,397	2,969,304
Total	3,602,307	$	55.80	3,602,307	2,969,304

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

3.1		Amphenol Corporation, Amended and Restated By-Laws, dated May 24, 2012.**
3.2		Third Certificate of Amendment of Amended and Restated Certificate of Incorporation of Amphenol Corporation, dated May 24, 2012.**
4.1		Indenture, dated as of November 5, 2009, between Amphenol Corporation and the Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009).*
4.2		Officers’ Certificate, dated November 5, 2009, establishing the 4.75% Senior Notes due 2014 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on November 5, 2009).*
4.3		Officers’ Certificate, dated January 26, 2012, establishing the 4.00% Senior Notes due 2022 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 26, 2012).*
10.1		Receivables Purchase Agreement dated as of July 31, 2006 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.10 to the June 30, 2006 10-Q).*
10.2		Amendment to Receivables Purchase Agreement dated as of May 26, 2009 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.2 to the June 30, 2009 10-Q).*
10.3		Amendment to Receivables Purchase Agreement dated as of May 25, 2010 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.2 to the June 30, 2010 10-Q).*
10.4		Amendment to Receivables Purchase Agreement dated February 1, 2011 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.4 to the December 31, 2010 10-K).*
10.5		Amendment to Receivables Purchase Agreement dated September 9, 2011 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.5 to the September 30, 2011 10-Q).*
10.6		Amendment to Receivables Purchase Agreement dated January 19, 2012 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.6 to the December 31, 2011 10-K).*
10.7		Purchase and Sales Agreement dated as of July 31, 2006 among the Originators named therein, Amphenol Funding Corp. and the Company (filed as Exhibit 10.13 to the June 30, 2006 10-Q).*
10.8		Receivables Purchase Agreement Extension Letter dated as of May 24, 2011 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent (filed as Exhibit 10.6 to the June 30, 2011 10-Q).*
10.9		Fourth Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.20 to the June 30, 2007 10-Q).*
10.10		Form of 2000 Management Stockholders’ Agreement as of May 24, 2007 (filed as Exhibit 10.25 to the June 30, 2007 10-Q).*
10.11		Form of 2000 Non-Qualified Stock Option Grant Agreement Amended as of May 24, 2007 (filed as Exhibit 10.28 to the June 30, 2007 10-Q).*
10.12		2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (field as Exhibit 10.7 to the June 30, 2009 10-Q).*
10.13		Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 10-Q).*
10.14		Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 10-Q).*
10.15		The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012.**
10.16		2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012.**
10.17		Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011 (filed as Exhibit 10.25 to the December 31, 2010 10-K).*
10.18		First Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011, dated May 23, 2012.**
10.19		Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the

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		December 31, 2008 10-K).*
10.20		Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*
10.21		The 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.44 to the June 30, 2004 10-Q).*
10.22		The Amended 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.29 to the June 30, 2008 10-Q).*
10.23		2010 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.33 to the December 31, 2009 10-K).*
10.24		2011 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.37 to the December 31, 2010 10-K).*
10.25		2012 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.22 to the December 31, 2011 10-K).*
10.26		2009 Amphenol Corporation Executive Incentive Plan (filed as Exhibit 10.32 to the March 31, 2009 10-Q).*
10.27		Credit Agreement, dated as of August 13, 2010, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and Bank of America, N.A. acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on August 18, 2010).*
10.28		First Amendment to Credit Agreement, dated as of June 30, 2011, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and Bank of America, N.A. acting as the administrative agent (filed as Exhibit 10.38 to the June 30, 2011 10-Q).*
10.29		Continuing Agreement for Standby Letters of Credit between the Company and Deutsche Bank dated March 4, 2009 (filed as Exhibit 10.36 to the March 31, 2009 10-Q).*
10.30		Agreement and Plan of Merger among Amphenol Acquisition Corporation, Allied Corporation and the Company, dated April 1, 1987, and the Amendment thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987 Registration Statement).*
10.31		Settlement Agreement among Allied Signal Inc., the Company and LPL Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to the 1991 Registration Statement).*
10.32		The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective March 1, 2010 (filed as Exhibit 10.50 to the March 31, 2010 10-Q).*
10.33		The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective July 1, 2011 (filed as Exhibit 10.51 to the June 30, 2011 10-Q).*
10.34		The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective August 16, 2011 (filed as Exhibit 10.29 to the September 30, 2011 10-Q).*
10.35		The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective December 14, 2011 (filed as Exhibit 10.32 to the December 31, 2011 10-K).*
10.36		First Amendment to The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective December 14, 2011, dated March 30, 2012.**
10.37		Second Amendment to The Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement as amended and restated effective December 14, 2011, dated April 10, 2012.**
10.38		Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 10-Q).*
10.39		Amphenol Corporation Supplemental Defined Contribution Plan as amended and restated effective January 1, 2012 (filed as Exhibit 10.34 to the December 31, 2011 10-K).*
31.1		Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
31.2		Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101.INS		XBRL Instance Document.**
101.SCH		XBRL Taxonomy Extension Schema Document.**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF		XBRL Taxonomy Extension Definition Document.**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.**

*		Incorporated herein by reference as stated.
**		Filed herewith.

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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
		Authorized Signatory
		and Principal Financial Officer

Date: August 3, 2012

Exhibit 3.1

AMPHENOL CORPORATION

AMENDED AND RESTATED

BY-LAWS

(as of May 24, 2012)

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meeting and Notice . Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual and Special Meetings . Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting. Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 50% of the capital stock of the Corporation. Each such stockholder request shall state the purpose of the proposed meeting. Unless otherwise determined by the Board of Directors prior to any meeting of stockholders, the presiding officer of such meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the Corporation or their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

Section 3. Notice . Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4. Quorum . At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting . Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

Section 6. Notice of Stockholder Nominees . Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed to make such nominations by the Board of Directors, or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, if made by a stockholder of the Corporation as such, shall be made pursuant to timely notice in writing addressed to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting at which Directors are to be elected; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that would be required to be disclosed in solicitations for proxies for election of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule thereto; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth herein.

The presiding officer at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and following any such determination, the presiding officer shall so declare to the meeting and the defective nomination shall be disregarded.

Section 7. Notice of Stockholder Proposals . At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder entitled to vote on such business at the meeting who complies with the notice provisions set forth in this Section 7. For business to be properly brought before an annual meeting by a stockholder, the stockholder must

have given timely notice thereof in writing addressed to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting at which the business would be acted upon; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder’s notice shall set forth: (a) as to each matter the stockholder proposes to bring before the annual meeting a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting and (b) as to the stockholder proposing such business (i) the name and record address of the stockholder, (ii) the class and number of shares of the Corporation which are beneficially owned by the stockholder and (iii) any material interest of the stockholder in such business. No business shall be conducted at any annual meeting except in accordance with the procedures set forth herein.

The presiding officer at the annual meeting shall, if the facts warrant, determine and declare to the meeting that any stockholder proposal was not properly brought before the meeting and in accordance with the provisions of this Section 7, and following any such determination, the presiding officer shall so declare to the meeting and any such stockholder proposal shall not be acted upon.

Section 8. Voting Procedures and Inspectors of Elections . The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties in accordance with the provisions of the General Corporation Law of the State of Delaware, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls except as provided under the General Corporation Law of the State of Delaware.

In determining the validity and counting of proxies and ballots, the inspector shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with the provisions of the General Corporation Law of the State of Delaware, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information

for the limited purpose permitted herein, the inspectors at the time they make their certification shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 9. Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations’s notice of meeting pursuant to Article I, Section 3 of these By-Laws.

ARTICLE II

DIRECTORS

Section 1. Number, Election and Removal of Directors . The number of Directors that shall constitute the Board of Directors shall not be less than three or more than fifteen. The Directors shall be divided into three classes in the manner set forth in the Restated Certificate of Incorporation of the Corporation, each class to be elected for the term set forth therein. The number of Directors of the Board of Directors on the date of the adoption and effectiveness of these By-Laws shall be six. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or the stockholders. The Directors shall be elected by stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders.

Section 2. Meetings . Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting. Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by the Board of Directors. Telegraphic or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than twenty-four hours before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors.

Section 3. Quorum . A majority of the total number of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4. Committees . The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an

Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the absent or disqualified member.

Section 5. Compensation of Directors . Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, an Assistant Secretary, an Assistant Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation . Subject to Section 3 of this Article IV, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation . Subject to Section 3 of this Article IV, the Corporation shall indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification . Any indemnification under this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article IV, as the case my be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or , even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity for authorization in the specific case.

Section 4. Good Faith Defined . For purposes of any determination under Section 3 of this Article IV, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with

reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as Director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article IV, as the case may be.

Section 5. Indemnification by a Court . Notwithstanding any contrary determination in the specific case under Section 3 of this Article IV, and notwithstanding the absence of any determination thereunder, any Director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article IV. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director, officer, employee or agent is proper in the circumstances because he had met the applicable standards of conduct set forth in Sections 1 or 2 of this Article IV, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.

Section 6. Expenses Payable in Advance . Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IV.

Section 7. Non-exclusivity and Survival of Indemnification . The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as toaction in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 or 2 of this Article IV shall be made to the fullest extent permitted by law. The provisions of this Article IV shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article IV but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided by this Article IV shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 8. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such,

whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article IV.

Section 9. Meaning of “Corporation” for Purposes of Article IV . For purposes of this Article IV, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IV with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE V

GENERAL PROVISIONS

Section 1. Notices . Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears in the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice to Directors may also be given by telegram. A waiver of such notice in writing signed by the person or persons entitled thereto, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2. Fiscal Year . The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE VI

AMENDMENTS

Any of these Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the board of directors or, with respect to bylaw amendments placed before the stockholders for approval and except as otherwise as provided herein or required by law, by the affirmative vote of the stockholders.

Exhibit 3.2

THIRD CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE

OF INCORPORATION OF AMPHENOL CORPORATION

Amphenol Corporation, a Delaware corporation (the “Corporation”), does hereby certify that:

FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”).

SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

THIRD: Article SIXTH of the Certificate of Incorporation is hereby amended by deleting this paragraph in its entirety and replacing it with the following:

SIXTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be three or more as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. At all times after December 1, 1987, not less than two directors of the Corporation shall be persons who are not officers or employees of the Corporation or any affiliate of the Corporation and are not members of the immediate family of, controlled by, or under common control with any such officer or employee. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) From the effective time of this Certificate of Amendment until the election of directors at the 2013 annual meeting of the stockholders of the Corporation (the “2013 Annual Meeting”), the Board shall be divided into two classes of directors: Class I and Class II. The directors elected at the 2012 annual meeting of the stockholders of the Corporation (the “2012 Annual Meeting”) will be elected for a term that expires at the 2013 Annual Meeting and shall be in Class I. Directors otherwise having a term expiring at the 2013 Annual Meeting shall be Class I directors, and directors having a term otherwise expiring at the 2014 annual meeting of the stockholders of the Corporation (the “2014 Annual Meeting”) shall be Class II directors.

(5) Commencing with the election of directors at the 2013 Annual Meeting, there shall be a single class of directors, Class I, with all directors of such class having a term that expires at the 2014 Annual Meeting. The successors of the directors who, immediately prior to the 2013 Annual Meeting, were members of Class I (and whose terms expire at the 2013 Annual Meeting) shall be elected to Class I for a term that expires at the 2014 Annual Meeting, and the directors who, immediately prior to the 2013 Annual Meeting, were members of Class II and whose terms were scheduled to expire at the 2014 Annual Meeting shall become members of Class I with a term expiring at the 2014 Annual Meeting.

(6) From and after the election of directors at the 2014 Annual Meeting, the board shall cease to be classified and the directors elected at the 2014 Annual Meeting (and each meeting thereafter) shall be elected for a term expiring at the next Annual Meeting.

(7) Subject to the rights of the holders of any class or series of capital stock having preference over the Common Stock as to dividends or to elect directors under specified

circumstances, any director, or the entire Board of Directors, may be removed from office at any time by the affirmative vote of the majority of the stockholders entitled to vote for the election of directors but only for cause.

(8) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

Signed on this 24th day of May, 2012.


	Edward C. Wetmore Vice President, Secretary and General Counsel

Exhibit 10.15

THE 2012 RESTRICTED STOCK PLAN FOR DIRECTORS OF AMPHENOL CORPORATION

I. PURPOSE OF PLAN; DEFINITIONS.

1.1 Purpose .

The purpose of the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “ Plan ”) is to strengthen Amphenol Corporation, a Delaware corporation (the “ Company ”), by providing an additional means of attracting, retaining and compensating highly qualified individuals for service as members of the Board of Directors of the Company. The Plan enables Non-Employee Directors to increase their ownership of the Company’s Common Stock, allowing them to have a greater personal financial stake in the Company and underscoring their common interest with stockholders in increasing the value of the Company’s Common Stock in the long term.

1.2 Definitions .

For purposes of this Plan, the following terms shall be defined as indicated, unless otherwise clearly required by the context in which the term appears:

“ Award” shall mean any award of Restricted Shares under the Plan.

“ Board of Directors ” shall mean the Board of Directors of the Company.

“ Change of Control ” shall mean the occurrence of any of the following events with respect to the Company:

(i) Upon consummation of a reorganization, merger or consolidation (a “Business Combination”), in each case, unless, following such Business Combination:

(A) the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares of Common Stock of the Company (the “ Outstanding Common Stock ”) and the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”) immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be; and

(B) no Person (as defined in subparagraph (iii) below) (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such other corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership of Outstanding Common Stock or Outstanding Voting Securities existed prior to the Business Combination; and

(C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board of Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(ii) If individuals who, as of the Effective Date, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided,

however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of (A) an actual or threatened election contest with respect to the election or removal of directors; (B) an actual or threatened solicitation of proxies or consents; or (C) any other actual or threatened action by, or on behalf of, any Person other than the Board of Directors; or

(iii) Upon the acquisition after the Effective Date by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then Outstanding Common Stock or (B) the combined voting power of the Outstanding Voting Securities; provided, however, that the following acquisitions shall not be deemed to be covered by this subparagraph (iii): (x) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company, (y) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph (i) above; or

(iv) The consummation of the sale of all or substantially all of the assets of the Company or approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the Nominating/Corporate Governance Committee of the Board of Directors.

“ Common Stock ” shall mean the authorized and issuable common stock of the Company ($.01 par value).

“ Effective Date ” shall mean May 23, 2012, subject to Section 4.6.

“ Fair Market Value ” shall mean the market price of one share of Common Stock as of a specified date, determined by the Committee as follows:

(i) If the Common Stock is traded on the New York Stock Exchange or another United States stock exchange, then the Fair Market Value shall be equal to the closing price for a share of Common Stock reported for such date by the applicable composite-transactions report;

(ii) If the Common Stock is traded on The NASDAQ Stock Market, then the Fair Market Value shall be equal to the last reported sale price reported for such date by The NASDAQ Stock Market;

(iii) If the Common Stock is traded over-the-counter, then the Fair Market Value shall be equal to the last reported sale price reported for such date by the OTC Bulletin Board or, if not so reported, shall be equal to the closing sale price quoted for such date by Pink OTC Markets Inc. or similar organization or, if no last reported or closing sale price is reported, shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the OTC Bulletin Board or, if the Common Stock is not quoted on the OTC Bulletin Board, by Pink OTC Markets Inc. or similar organization; or

(iv) If none of subparagraphs (i) through (iii) above is applicable, then Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

“ Non-Employee Director ” shall mean each member of the Board of Directors who is not a current employee or a current officer of the Company or any of its affiliates or subsidiaries.

“ Permanent Disability ” shall mean the inability of a Non-Employee Director by reason of illness or injury to perform substantially all of his or her duties as a Non-Employee Director for the remainder of the Non-Employee Director’s current term.

“ Restricted Share ” shall mean a share of Common Stock awarded under the Plan and subject to the terms, conditions and restrictions set forth in the Plan and a Restricted Share Agreement.

“ Restricted Share Agreement ” shall mean the agreement between the Company and the Non-Employee Director that contains the terms, conditions and restrictions pertaining to such Award of Restricted Shares.

II. ADMINISTRATION; PARTICIPATION .

2.1 Administration .

This Plan shall be administered by the Committee. Subject to the express provisions of this Plan, the Committee shall have the authority to construe and interpret this Plan and any agreements defining the rights and obligations of the Company and participants under this Plan, to further define the terms used in this Plan, to prescribe, amend and rescind rules and regulations relating to the administration of this Plan and to make all other determinations necessary or advisable for the administration of this Plan. The determinations of the Committee on the foregoing matters shall be conclusive.

2.2 Participation .

All Non-Employee Directors shall be eligible to participate in this Plan.

2.3 Stock Subject to the Plan .

Subject to Section 4.1 hereof, the stock to be offered under this Plan shall be shares of authorized but unissued Common Stock or Common Stock held in treasury. The aggregate amount of Common Stock authorized for issuance under the Plan shall not exceed the sum of 125,000 shares of Common Stock. Such amount of Common Stock is hereby reserved for issuance under this Plan. If any Restricted Share is forfeited to the Company on account of a failure to vest, such Restricted Share shall again be available for the purposes of this Plan.

2.3 Restricted Share Agreements .

Each Award granted pursuant to this Plan shall be evidenced by a written Restricted Share Agreement.

III. AWARDS .

3.1 Grants of Restricted Shares .

(a) Annual Grants . On the first business day following the day of each annual meeting of the stockholders of the Company beginning in 2012, each person who is then a Non-Employee Director shall automatically and without further action by the Committee be granted an Award of a number of Restricted Shares having a Fair Market Value, in the aggregate, equal to $125,000, based on the Fair Market Value of a share of Common Stock on the date of grant, subject to adjustment and substitution as set forth in Article IV.

(b) Interim Grants . Each Non-Employee Director who is not initially elected at a regular annual meeting of the Company’s stockholders shall receive within ten (10) business days of his or her election an Award of a number of Restricted Shares having a Fair Market Value, in the aggregate, on the date of grant equal to a pro rata portion of $125,000, based on the number of full months remaining from the date of election until the first anniversary of the date of the last regular annual meeting divided by twelve.

(c) Fractional Shares . Notwithstanding the foregoing, if the number of Restricted Shares subject to an Award, as calculated in accordance with Section 3.1(a) or (b), would cause the Non-Employee Director to receive a fraction of a Restricted Share, the number of Restricted Shares subject to the Award shall be rounded up to the next whole number.

(d) Discretionary Grants . Notwithstanding the foregoing provisions of this Section 3.1, the Committee may from time to time increase the value of an annual or interim grant under Section 3.1(a) or (b) or provide an additional Award to any Non-Employee Director, to the extent the Committee determines necessary to induce such individual to become or remain a Non-Employee Director or to reflect an increase in the duties or responsibilities of the Non-Employee Director, subject to all of the terms and conditions of the Plan otherwise applicable to Awards. Each such Award may become vested on the same schedule as set forth in Section 3.3 or on a different schedule, as the Committee in each case shall determine .

(e) Shares Remaining for Awards . If the number of shares of Common Stock then remaining available for the annual grant of Awards under Section 3.1(a) is not sufficient for each Non-Employee Director to be granted such an Award equal to the value specified above (or the number of adjusted or substituted shares pursuant to Article IV), then each Non-Employee Director shall be granted an Award for a number of Restricted Shares equal to the number of shares of Common Stock then remaining available divided by the number of Non-Employee Directors, disregarding any fractions of shares.

3.2 No Payment for Awards .

Restricted Shares shall be awarded in accordance with the terms of the Plan and Restricted Share Agreement and no payment shall be due by the recipient upon the grant of any such Award under the Plan.

3.3 Vesting .

Each Award of Restricted Shares shall become vested in full on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant, provided in each case that the Non-Employee Director continues to serve as a Non-Employee Director through such vesting date.

Notwithstanding the foregoing, each Award of Restricted Shares shall become fully vested upon the recipient’s Permanent Disability or death. If a recipient of an Award ceases to be a Non-Employee Director for any reason other than Permanent Disability or death prior to the vesting date specified in the first paragraph of this Section 3.3, the Award shall be forfeited in its entirety; provided, however, that the Committee, in its discretion, may determine that such Award shall become fully vested in whole or in part.

Notwithstanding the foregoing, each Award of Restricted Shares shall become fully vested upon a Change of Control.

3.4 Voting and Dividend Rights .

The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Share Agreement, however, may require that the holder of Restricted Shares invest any cash dividends in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.

3.5 Restrictions on Transfers .

Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any general restrictions that may apply to all holders of Common Stock.

Unless the Restricted Share Agreement expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Restricted Shares issued under such Award), other than by will or the laws of descent and distribution. Any purported sale, assignment, conveyance, gift, pledge, hypothecation or transfer in violation of this Section 3.5 shall be void and unenforceable against the Company.

Notwithstanding the foregoing, each Non-Employee Director may designate a beneficiary or beneficiaries to receive an Award in the event of the vesting of an Award due to the Non-Employee Director’s death as described in Section 3.3 by filing the prescribed form with the Company. The spouse of a Non-Employee Director who is married shall be automatically designated as the beneficiary in the absence of any such written beneficiary designation. Any beneficiary designation may be changed or canceled at any time. If no beneficiary has been designated or if no

designated beneficiary survives the Non-Employee Director, then any Award that becomes vested upon the Non-Employee Director’s death shall be paid to the Non-Employee Director’s estate.

IV. OTHER PROVISIONS .

4.1 Adjustments Upon Changes in Capitalization and Ownership .

If the outstanding shares of Common Stock are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company through a reorganization or merger in which the Company is the surviving entity, combination, recapitalization, reclassification, stock split-up, reverse stock split, stock dividend, stock consolidation or otherwise, an appropriate and proportionate adjustment shall be made in the number of shares of Common Stock authorized for issuance under Section 2.3 of the Plan. A corresponding adjustment to the number of unvested Restricted Shares subject to outstanding Awards shall also be made. Adjustments under this Section 4.1 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Common Stock shall be issued under this Plan on account of any such adjustment. If for any reason any person becomes entitled to any interest in a fractional share, a cash payment shall be made of an equivalent value of such interest.

4.2 Government Regulations .

This Plan and the grant of Awards hereunder shall be subject to all applicable rules and regulations of governmental authorities.

4.3 Withholding.

The Company may require, as a condition to releasing Restricted Shares, that the holder of an Award of Restricted Shares make satisfactory arrangements (as determined by the Committee) to pay any sums that federal, state, or local tax law requires to be withheld as a result of the grant or the vesting of Restricted Shares. The Company shall not be obligated to advise any holder of an Award hereunder of the existence of the tax or the amount which the Company will be so required to withhold.

4.4 Amendment, Termination, and Reissuance .

(a) The Board of Directors may at any time suspend, amend or terminate this Plan (or any part thereof), and the Committee may make such modifications of the terms and conditions of such recipient’s Award as it shall deem advisable. No Award of Restricted Shares may be granted during any suspension of this Plan or after such termination. No amendment, suspension or termination of this Plan or modification of an Award shall, without the consent of the recipient of an Award, adversely alter or impair any rights or obligations under any Award theretofore granted under this Plan.

(b) In addition to the Board of Directors’ approval of any amendment, if the amendment would (i) materially increase the aggregate number of shares of Common Stock which may be issued under this Plan, other than an adjustment in such number of shares permitted under Section 4.1, (ii) expand the types of awards available under this Plan, (iii) materially expand the class of directors or other individuals eligible to participate in this Plan, or (iv) materially extend the term of this Plan set forth in Section 4.7, then such amendment must be approved by the holders of a majority of the Company’s outstanding capital stock present, or represented, and entitled to vote at a meeting duly held for the purpose of approving such amendment.

4.5 Issuance of Stock Certificates .

The certificates for the Restricted Shares shall bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations.

4.6 Effective Date of this Plan .

This Plan shall, subject to its adoption by the Board of Directors and the approval by the Company’s stockholders in accordance with applicable law and the Company’s Certificate of Incorporation, be effective as of May 23, 2012.

4.7 Expiration .

Unless previously terminated by the Board of Directors, this Plan shall expire at the close of business on the date that is ten (10) years from the Effective Date specified in Section 4.6, and no Award of Restricted Shares shall be granted under it thereafter, but such expiration shall not affect any Award theretofore granted.

4.8 Governing Law .

This Plan and the Awards granted hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and performed within such State, except as such laws may be supplanted by the laws of the United States of America, which laws shall then govern its effect and its construction to the extent they supplant Delaware law.

Exhibit B

2012 RESTRICTED STOCK PLAN FOR DIRECTORS OF

AMPHENOL CORPORATION

NOTICE OF RESTRICTED SHARE AWARD

You have been granted the following Restricted Share Award (“RSA”) of common stock of AMPHENOL CORPORATION (“Amphenol”) under the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”):

Date of Grant:		[Date of Grant]
Name of Recipient:		[Name of Recipient]
Total Number of Shares Subject to the RSA:		[Total Shares]

Fair Market Value per Share:		$[Value Per Share]

Total Fair Market Value of Award:		$[Total Value]

Vesting Schedule:		100% vesting on the earlier of (a) the first anniversary of the Date of Grant or (b) the day immediately prior to the date of the next regular annual meeting of Amphenol’s stockholders following the Date of Grant, provided you continue to serve as an Amphenol director through the vesting date.

Dividend Reinvestment:		[Yes/No]

By your signature and the signature of Amphenol’s representative below, you and Amphenol agree that this RSA is granted under and governed by the terms and conditions of the Plan and the Restricted Share Award Agreement (the “Agreement”), both of which are attached to and made a part of this document.

[NAME OF RECIPIENT]		AMPHENOL CORPORATION


		By:

		Title:
Print Name

2012 RESTRICTED STOCK PLAN FOR DIRECTORS OF

AMPHENOL CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

Payment for Shares		No cash payment is required for the shares of Amphenol common stock you receive under this Agreement. You are receiving these shares in consideration for services rendered by you.

Vesting		The Restricted Shares that you are receiving under this Agreement will vest as shown in the Notice of Restricted Share Award (the “cover sheet”). No additional shares will vest after your service as a director has terminated, unless your service terminates because of your death or Permanent Disability.

Forfeiture		If your service as a director of Amphenol terminates for any reason other than your death or Permanent Disability, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to Amphenol. You will receive no payment for Restricted Shares that are forfeited.

Death or Permanent Disability		Your Restricted Shares will vest immediately if your service as a director of Amphenol terminates due to your death or Permanent Disability. “Permanent Disability” means that you are unable, by reason of illness or injury, to perform substantially all of your duties as a director of Amphenol for the remainder of your current term. The Committee determines when your service as a director terminates due to Permanent Disability.

Change of Control		Your Restricted Shares will vest immediately in the event of a Change of Control (as defined under the Plan).

Stock Certificates		The certificate for the Restricted Shares will bear a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, Amphenol may hold the certificates in escrow during the vesting period. After your Restricted Shares vest, Amphenol will release to you a non-legended certificate for your vested shares.

Stockholder Rights		During the period of time between the date of grant and the date the Restricted Shares become vested, you will have all the rights of a stockholder with respect to the Restricted Shares except for the right to transfer the Restricted Shares, as set forth in this Agreement. Accordingly, you will have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. However, if the cover sheet provides for dividend reinvestment, all cash dividends payable on your Restricted Shares prior to vesting will be reinvested in additional Restricted Shares. Such additional Restricted Shares will be subject to the same terms and conditions as the original Restricted Shares awarded under this Agreement.

Transfer of Shares		Until your Restricted Shares become vested, you may not sell, transfer, assign, pledge or otherwise dispose of the Restricted Shares. You may, however, designate a beneficiary to receive any of your Restricted Shares that become vested because of your death. After your Restricted Shares become vested, you may transfer the shares in the same manner, and subject to the same restrictions, as apply to any other Amphenol shares that you own.

Restrictions On Resale		By signing the cover sheet of this Agreement, you agree not to sell any Amphenol shares at a time when applicable laws, Amphenol policies or an agreement between Amphenol and its underwriters prohibit a sale. This restriction will apply as long as you are a director of Amphenol.

No Retention Rights		Neither your award nor this Agreement gives you the right to be elected as, or to be nominated for election as, a director of Amphenol or to remain a director of Amphenol.

Adjustments		In the event of a stock split, a stock dividend or a similar change in Amphenol shares, the number of shares covered by this Agreement may be adjusted pursuant to the Plan.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).

The Plan and Other Agreements		The text of the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”) is incorporated in this Agreement by reference and attached to this Agreement. All capitalized terms not defined in this Agreement are subject to definition under the Plan. If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

This Agreement, cover sheet and the Plan constitute the entire understanding between you and Amphenol regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and Amphenol.

By signing the cover sheet of this Agreement, you agree to all
of the terms and conditions described above and in the Plan.

Exhibit 10.16

2012 RESTRICTED STOCK PLAN FOR DIRECTORS OF

AMPHENOL CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

Payment for Shares		No cash payment is required for the shares of Amphenol common stock you receive under this Agreement. You are receiving these shares in consideration for services rendered by you.

Vesting		The Restricted Shares that you are receiving under this Agreement will vest as shown in the Notice of Restricted Share Award (the “cover sheet”). No additional shares will vest after your service as a director has terminated, unless your service terminates because of your death or Permanent Disability.

Forfeiture		If your service as a director of Amphenol terminates for any reason other than your death or Permanent Disability, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to Amphenol. You will receive no payment for Restricted Shares that are forfeited.

Death or Permanent Disability		Your Restricted Shares will vest immediately if your service as a director of Amphenol terminates due to your death or Permanent Disability. “Permanent Disability” means that you are unable, by reason of illness or injury, to perform substantially all of your duties as a director of Amphenol for the remainder of your current term. The Committee determines when your service as a director terminates due to Permanent Disability.

Change of Control		Your Restricted Shares will vest immediately in the event of a Change of Control (as defined under the Plan).

Stock Certificates		The certificate for the Restricted Shares will bear a special legend referring to the forfeiture restrictions. In addition to or in lieu of imposing the legend, Amphenol may hold the certificates in escrow during the vesting period. After your Restricted Shares vest, Amphenol will release to you a non-legended certificate for your vested shares.

Stockholder Rights		During the period of time between the date of grant and the date the Restricted Shares become vested, you will have all the rights of a stockholder with respect to the Restricted Shares except for the right to transfer the Restricted Shares, as set forth in this Agreement. Accordingly, you will have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. However, if the cover sheet provides for dividend reinvestment, all cash dividends payable on your Restricted Shares prior to vesting will be reinvested in additional Restricted Shares. Such additional Restricted Shares will be subject to the same terms and conditions as the original Restricted Shares awarded under this Agreement.

Transfer of Shares		Until your Restricted Shares become vested, you may not sell, transfer, assign, pledge or otherwise dispose of the Restricted Shares. You may, however, designate a beneficiary to receive any of your Restricted Shares that become vested because of your death. After your Restricted Shares become vested, you may transfer the shares in the same manner, and subject to the same restrictions, as apply to any other Amphenol shares that you own.

Restrictions On Resale		By signing the cover sheet of this Agreement, you agree not to sell any Amphenol shares at a time when applicable laws, Amphenol policies or an agreement between Amphenol and its underwriters prohibit a sale. This restriction will apply as long as you are a director of Amphenol.

No Retention Rights		Neither your award nor this Agreement gives you the right to be elected as, or to be nominated for election as, a director of Amphenol or to remain a director of Amphenol.

Adjustments		In the event of a stock split, a stock dividend or a similar change in Amphenol shares, the number of shares covered by this Agreement may be adjusted pursuant to the Plan.

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).

The Plan and Other Agreements		The text of the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”) is incorporated in this Agreement by reference and attached to this Agreement. All capitalized terms not defined in this Agreement are subject to definition under the Plan. If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

By signing the cover sheet of this Agreement, you agree to all
of the terms and conditions described above and in the Plan.

Exhibit 10.18

ATTACHMENT A

FIRST AMENDMENT (2012-1) TO THE

PENSION PLAN FOR EMPLOYEES OF AMPHENOL CORPORATION
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2011

Pursuant to Section 12.1 of the Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011 (the “Plan”), the Plan is hereby amended as follows:

1. The final paragraph of Section 16.23(a) and 16.23(b), Amphenol Salaried and Amphenol Hourly, Eligible Class , is amended in its entirety, to clarify that Cemm Thome Corp. and Amphenol Nelson Dunn Inc. are not Participating Employers, to read as follows:

Without limitation, Sine Systems Corporation, Amphenol T&M Antennas, Inc., Amphenol Printed Circuit, Inc., Amphenol Connex Corporation, Amphenol PCD, Inc., Amphenol Antel, Inc., Amphenol Optimize Manufacturing Company, Fiber Systems International, Inc., SV Microwave Technologies, Inc., Amphenol Alden Products Company, Amphenol Steward Enterprises, Inc., Times Microwave Systems, Inc., Cemm Thome Corp. and Amphenol Nelson Dunn Inc. are not Participating Employers, and Amphenol Aerospace Operations, Amphenol Assemble Tech, Amphenol TCS and Amphenol Nexus Technologies are not participating divisions or locations of Amphenol Corporation.

2. The final paragraph of Section (a) on the cover page to Exhibits A and B, Amphenol Salaried and Amphenol Hourly, Eligible Class , is amended in its entirety, to clarify that Cemm Thome Corp. and Amphenol Nelson Dunn Inc. are not Participating Employers, to read as follows:

Without limitation, Sine Systems Corporation, Amphenol T&M Antennas, Inc., Amphenol Printed Circuit, Inc., Amphenol Connex Corporation, Amphenol PCD, Inc., Amphenol Antel, Inc., Amphenol Optimize Manufacturing Company, Fiber Systems International, Inc., SV Microwave Technologies, Inc., Amphenol Alden Products Company, Amphenol Steward Enterprises, Inc., Times Microwave Systems, Inc., Cemm Thome Corp. and Amphenol Nelson Dunn Inc are not Participating Employers, and Amphenol Aerospace Operations, Amphenol Assemble Tech, Amphenol TCS and Amphenol Nexus Technologies are not participating divisions or locations of Amphenol Corporation.

3. Subsection (a) of Section 16.20, Early Retirement Age , of Exhibit H, Sidney Hourly, is amended in its entirety, to clarify that five (not ten) years of Eligibility Service is required to attain Early Retirement Age, to read as follows:

(a) attained age sixty (60) and completed five (5) years of Eligibility Service,

but otherwise Section 16.20(a) shall remain in place with no changes.

	AMPHENOL CORPORATION


DATED:	BY:
		Jerome F. Monteith
		Its: Vice President, Human Resources

AMPHENOL CORPORATION

SECRETARY’S CERTIFICATE

I, Edward C. Wetmore, hereby certify that I am the Secretary of Amphenol Corporation, a Delaware Corporation (the “Company”), and that attached hereto as “Exhibit A” is a true and complete copy of resolution adopted by the Board of Directors of the Company on , 2012 and that said resolution remain in full force and effect and have not been amended, revoked, or changed as of the date hereof.

IN WITNESS WHEREOF, the undersigned has executed this certificate and set the seal of the Company as this day of , 2012.


	Edward C. Wetmore
	Secretary

EXHIBIT A

AMPHENOL CORPORATION

Action by Resolution of the Board of Directors

The Board of Directors (the “Board”) of Amphenol Corporation, a Delaware corporation (the “Company”) hereby consents to the adoption of the following resolution:

WHEREAS, the Company currently maintains a pension plan, namely the Pension Plan for Employees of Amphenol Corporation (the “Pension Plan”); and

WHEREAS, senior management of the Company and the legal advisors and actuaries for the Pension Plan have recommended that the Pension Plan be amended to clarify that (i) Cemm Thome Corp. does not participate in the Pension Plan, (ii) Amphenol Nelson Dunn Inc. does not participate in the Pension Plan and (iii) Participants in the Sidney Hourly portion of the Plan are eligible for early retirement upon attaining age 60 and completing five (5) Years of Eligibility Service.

NOW, THEREFORE, BE IT

RESOLVED, that the Board hereby approves the amendment of the Pension Plan substantial in the form attached hereto as Attachment A; and be it further

RESOLVED, that R. Adam Norwitt, Diana G. Reardon, Edward C. Wetmore and Jerome F. Monteith and the appropriate employees of the Company be, and each of them hereby is, authorized, empowered and directed to take such action and to make, execute, deliver and file or cause to be made, executed, delivered or filed, such agreements, documents and notices, in the name and behalf of the Company and its subsidiaries, as they or any of them or as the legal and pension advisors of the Company may deem to be proper, necessary, desirable or appropriate to effectuate the amendment and the purposes and intent of the foregoing resolution, to comply with the requirements of the Pension Plan and other matters approved by the foregoing resolution, or to carry out any of the transactions authorized by the foregoing resolution, the authority for the taking of such action and the making, execution, delivery or filing of such agreement, documents or notices to be conclusively evidenced thereby.

RESOLVED, that any and all actions heretofore taken by any officer or employee of the Company in connection with the foregoing resolutions or any matter contemplated by such resolutions be, and they hereby are ratified, confirmed and approved in all respects.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Pension Committee of the Board of Directors of Amphenol Corporation have executed this Consent as of the day of , 2012.


	Stanley L. Clark (Chairman)


	Ronald P. Badie


	Edward G. Jepsen

Exhibit 10.36

1.07	DEFERRAL CONTRIBUTIONS

	(a)	x	*Deferral Contributions* - Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k). Pursuant to Subsection 5.03(a) of the Basic Plan Document, if Catch-Up Contributions are selected below, the Plan’s deferral limit is 75%, unless the Employer elects an alternative deferral limit in Subsection 1.07(a)(1)(A) below. If Catch-Up Contributions are selected below, and the Employer has specified a percentage in Subsection 1.07(a)(1)(A) that is less than 75%, a Participant eligible to make Catch-Up Contributions shall (subject to the statutory limits in Treasury Regulation Section 1.414-1(b)(1)(i)) in any event be permitted to contribute in excess of the specified deferral limit up to 100% of the Participant’s “effectively available Compensation” ( i.e., Compensation available after other withholding), as required by Treasury Regulation Section 1.414(v)-1(e)(1)(ii)(B).

		(1)	Regular Contributions - The Employer shall make a Deferral Contribution in accordance with Section 5.03 of the Basic Plan Document on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question. Such Deferral Contribution shall not exceed the deferral limit specified in Subsection 5.03(a) of the Basic Plan Document or in Subsection 1.07(a)(1)(A) below, as applicable. Check and complete the appropriate box(es), if any.

			(A)	x	The deferral limit is 60 % *(must be a whole number multiple of one percent)* of Compensation. *(Unless a different deferral limit is specified, the deferral limit shall be 75%. If Option 1.07(a)(4), Catch-Up Contributions, is selected below, complete only if deferral limit is other than 75%.)*

			(B)	o	Instead of specifying a percentage of Compensation, a Participant’s salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 5.03(a) of the Basic Plan Document or in Subsection 1.07(a)(1)(A) above, as applicable.

			(C)		A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage or, if Roth 401(k) Contributions are selected in Subsection 1.07(a)(5) below, the portion of his Deferral Contributions designated as Roth 401(k) Contributions (check one):

					(i)	o	as of the beginning of each payroll period.

					(ii)	x	as of the first day of each month.

					(iii)	o	as of each Entry Date. *(Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)*

					(iv)	o	as of the first day of each calendar quarter.

					(v)	o	as of the first day of each Plan Year.

					(vi)	o	other. (Specify, but must be at least once per Plan Year).


					Note: Notwithstanding the Employer’s election hereunder, if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not

Plan Number 85085	85085-1324997478
The CORPORATEplan for Retirement SM
Volume Submitter Defined Contribution Plan

fewer than 30 days) of receiving the notice described in Section 6.09 of the Basic Plan Document.

(D)

A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one):

(i)

the beginning of the next payroll period.

(ii)

the first day of the next month.

(iii)

the next Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)

(iv)

as of the first day of each calendar quarter.

(v)

as of the first day of each Plan Year.

(vi)

other. (Specify, but must be at least once per Plan Year).

(2)

Additional Deferral Contributions - The Employer shall allow a Participant upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their effectively available Compensation for the payroll period(s) designated by the Employer.

(3)

Bonus Contributions - The Employer shall allow a Participant upon proper notice and approval to enter into a special salary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and nondiscriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted. Unless a Participant has entered into a special salary reduction agreement with respect to bonuses, the percentage deferred from any Employer paid cash bonus shall be (check (A) or (B) below):

(A)

Zero.

(B)

The same percentage elected by the Participant for his regular contributions in accordance with Subsection 1.07(a)(1) above or deemed to have been elected by the Participant in accordance with Option 1.07(a)(6) below.

Note: A Participant’s contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1)(A) for the full Plan Year. If the Administrator anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the Administrator may reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount objectively determined by the Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.

(4)

Catch-Up Contributions - The following Participants who have attained or are expected to attain age 50 before the close of the calendar year will be permitted to make Catch-Up Contributions to the Plan, as described in Subsection 5.03(a) of the Basic Plan Document:

(A)

All such Participants.

(B)

All such Participants except those covered by a collective-bargaining agreement under which retirement benefits were a subject of good faith bargaining unless the bargaining


				agreement specifically provides for Catch-Up Contributions to be made on behalf of such Participants.

		Note: The Employer must *not* select Option 1.07(a)(4) above unless all “applicable plans” (except any plan that is qualified under Puerto Rican law or that covers only employees who are covered by a collective bargaining agreement under which retirement benefits were a subject of good faith bargaining) maintained by the Employer and by any other employer that is treated as a single employer with the Employer under Code Section 414(b), (c), (m), or (o) also permit Catch-Up Contributions in the same dollar amount. An “applicable plan” is any 401(k) plan or any SIMPLE IRA plan, SEP, plan or contract that meets the requirements of Code Section 403(b), or Code Section 457 eligible governmental plan that provides for elective deferrals.

(5)	x		Roth 401(k) Contributions. Participants shall be permitted to irrevocably designate pursuant to Subsection 5.03(b) of the Basic Plan Document that a portion or all of the Deferral Contributions made under this Subsection 1.07(a) are Roth 401(k) Contributions that are includable in the Participant’s gross income at the time deferred .

(6)	x		*Automatic Enrollment Contributions.* Beginning on the effective date of this paragraph (6) (the “Automatic Enrollment Effective Date”) and subject to the remainder of this paragraph (6), unless an Eligible Employee affirmatively elects otherwise, his Compensation will be reduced by 3 % (the “Automatic Enrollment Rate”), such percentage to be increased in accordance with Option 1.07(b) (if applicable), for each payroll period in which he is an Active Participant, beginning as indicated in Subsection 1.07(a)(6)(A) below, and the Employer will make a pre-tax Deferral Contribution in such amount on the Participant’s behalf in accordance with the provisions of Subsection 5.03(c) of the Basic Plan Document (an “Automatic Enrollment Contribution”).

	(A)		With respect to an affected Participant, Automatic Enrollment Contributions will begin as soon as administratively feasible on or after (check one):

			(i)		o	The Participant’s Entry Date.

			(ii)		x	30 (minimum of 30) days following the Participant’s date of hire, but no sooner than the Participant’s Entry Date.

	Within a reasonable period ending no later than the day prior to the date Compensation subject to the reduction would otherwise become available to the Participant, an Eligible Employee may make an affirmative election not to have Automatic Enrollment Contributions made on his behalf. If an Eligible Employee makes no such affirmative election, his Compensation shall be reduced and Automatic Enrollment Contributions will be made on his behalf in accordance with the provisions of this paragraph (6), and Option 1.07(b) if applicable, until such Active Participant elects to change or revoke such Deferral Contributions as provided in Subsection 1.07(a)(1)(C) or (D). Automatic Enrollment Contributions shall be made only on behalf of Active Participants who are first hired by the Employer on or after the Automatic Enrollment Effective Date and do not have a Reemployment Commencement Date, unless otherwise provided below.

	(B)		x			Additionally, unless such affected Participant affirmatively elects otherwise within the reasonable period established by the Plan Administrator, Automatic Enrollment Contributions will be made with respect to the Employees described below. (Check all that apply.)

			(i)			o	Inclusion of Previously Hired Employees . On the later of the date specified in Subsection 1.07(a)(6)(A) with regard to such Eligible Employee or as soon as administratively feasible on or after the 30th day following the Notification Date specified in Subsection 1.07(a)(6)(B)(i)(I)below, Automatic Enrollment

Contributions will begin for the following Eligible Employees who were hired before the Automatic Enrollment Effective Date and have not had a Reemployment Commencement Date. (Complete (I), check (II) or (III), and complete (IV), if applicable.)

(I)

Notification Date: . (Date must be on or after the Automatic Enrollment Effective Date.)

(II)

Unless otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such Employees who have never had a Deferral Contribution election in place.

(III)

Unless otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such Employees who have never had a Deferral Contribution election in place and were hired by the Employer before the Automatic Enrollment Effective Date, but on or after the following date: .

(IV)

In addition to the group of Employees elected in Subsection 1.07(a)(6)(B)(i)(II) or (III) above, any Employee described in Subsection 1.07(a)(6)(B)(i)(II) or (III) above, as applicable, even if he has had a Deferral Contribution election in place previously, provided he is not suspended from making Deferral Contributions pursuant to the Plan and has a deferral rate of zero on the Notification Date.

(ii)

Inclusion of Rehired Employees . Unless otherwise stated herein, each Eligible Employee having a Reemployment Commencement Date on the date indicated in Subsection 1.07(a)(6)(A) above. If Subsection 1.07(a)(6)(B)(i)(III) is selected, only such Employees with a Reemployment Commencement on or after the date specified in Subsection 1.07(a)(6)(B)(i)(III) will be automatically enrolled. If Subsection 1.07(a)(6)(B)(i) is not selected, only such Employees with a Reemployment Commencement on or after the Automatic Enrollment Effective Date will be automatically enrolled. If Subsection 1.07(a)(6)(A)(ii) has been elected above, for purposes of Subsection 1.07(a)(6)(A) only, such Employee’s Reemployment Commencement Date will be treated as his date of hire.

(b)

Automatic Deferral Increase: (Choose only if Automatic Enrollment Contributions are selected in Option 1.07(a)(6) above) - Unless an Eligible Employee affirmatively elects otherwise after receiving appropriate notice, Deferral Contributions for each Active Participant having Automatic Enrollment Contributions made on his behalf shall be increased annually by the whole percentage of Compensation stated in Subsection 1.07(b)(1) below until the deferral percentage stated in Subsection 1.07(a)(1) is reached (except that the increase will be limited to only the percentage needed to reach the limit stated in Subsection 1.07(a)(1), if applying the percentage in Subsection 1.07(b)(1) would exceed the limit stated in Subsection 1.07(a)(1)), unless the Employer has elected a lower percentage limit in Subsection 1.07(b)(2) below.

(1)

Increase by % (not to exceed 10%) of Compensation. Such increased Deferral Contributions shall be pre-tax Deferral Contributions.

(2)

Limited to % of Compensation (not to exceed the percentage indicated in Subsection 1.07(a)(1)).

(3)

Notwithstanding the above, the automatic deferral increase shall not apply to a Participant within the first six months following the date upon which Automatic Enrollment Contributions begin for such Participant.

1.09	ROLLOVER CONTRIBUTIONS

	(a)	x	*Rollover Contributions -* Employees may roll over eligible amounts from other qualified plans to the Plan subject to the additional following requirements:

		(1)	o	The Plan will not accept rollovers of after-tax employee contributions.

		(2)	o	The Plan will not accept rollovers of designated Roth contributions. *(Must be selected if Roth 401(k) Contributions are not elected in Subsection 1.07(a)(5).)*

AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

Plan Name Amphenol Corporation Employee Savings/401(k) Plan (the “Plan”)

Employer : Amphenol Corporation

(Note : These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages. )

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended		Effective Date
1.07		03/30/2012
1.09		03/30/2012
Roth IPC Addendum		03/30/2012

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.

Employer:			Employer:


By:			By:


Title:			Title:


Date:			Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

Accepted by: Fidelity Management Trust Company, as Trustee

By:			Date:


Title:

AMENDMENT EXECUTION PAGE

(Employer’s Copy)

Plan Name: Amphenol Corporation Employee Savings/401(k) Plan (the “Plan”)

Employer: Amphenol Corporation

( Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended		Effective Date
1.07		03/30/2012
1.09		03/30/2012
Roth IPC Addendum		03/30/2012

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.

Employer:			Employer:

By:			By:

Title:			Title:

Date:			Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

Accepted by: Fidelity Management Trust Company, as Trustee

By:			Date:

Title:

ADDITIONAL PROVISIONS ADDENDUM

for

Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

(a)

Additional Provision(s) - The following provisions supplement and/or, to the degree described herein, supersede other provisions of this Adoption Agreement in the following manner:

(1)

The following is added at the end of Subsection 1.07(b) as a new Subsection 1.07(c):

(c)

Exceptions to Automatic Deferral Provisions (Only if Automatic Enrollment Contributions are selected in Option 1.07(a)(6) above) - The provisions of Subsection 1.07(a)(6) and/or 1.07(b) shall be applied differently to the groups of Employees specified below. If an Eligible Employee in one of the groups described in column (A) below transfers to a different group after being notified of how the automatic enrollment provisions of the Plan shall apply to him as an Employee within the original group, the provisions of Options 1.07(a)(6) and, if applicable, 1.07(b) shall continue to apply to such Employee in accordance with the notice he received, except that the provisions of Section 1.07(b) shall cease to apply if the group to which such Employee transferred has an Automatic Increase Rate in column (D) of zero. (Complete all applicable columns of the table for each group of Employees, indicating in column (B) whether the group consists entirely of Employees subject to collective bargaining agreements(s), for which automatic deferral provisions are being differently applied.) (No group in column (A) can have an Automatic Increase Rate in column (D) unless it has an Automatic Enrollment Rate in column (C).)

(C) Automatic

(B) All bargained

Enrollment

(D) Automatic

(A) Description of group of Employees

collectively

Rate

Increase Rate

(1)

An Employee designated by the Employer as a member of the substitute workforce, as distinguished from a regular full-time or part-time employee, that is a separate employment classification based on availability of work.

(2)

The following replaces Subsection 1.11(a)(1)(A)(i):

(i)

Different match percentages apply to different groups of “eligible” Participants as follows:

(I)

Flat percentage match of 3 % shall be allocated only to the “eligible” Participants described below:

Class I - See Superseding Provisions Addendum for definition of Class I employees.

(II)

Flat percentage match of 0 % shall be allocated only to the “eligible” Participants described below:

Class II - All employees not in Class I

Note: The Employer may be required to satisfy the nondiscriminatory benefits requirement of Code Section 401(a)(4).

(3)

The following replaces Subsection 1.12(a)(1)(A):

(A)

Different percentages for different groups of “eligible” Participants as follows:

			Note : The Participant groups defined below must be definitely determinable groups and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b). All “eligible” Participants not included in an allocation group below constitute a group receiving zero percent for the Contribution Period.

			(i)	x	For each Plan Year, the Employer shall contribute for the following “eligible” Participant(s) an amount equal to 2 % (not to exceed 25%) of each such “eligible” Participant’s Compensation:

					Class I - See Superseding Provisions Addendum for definition of Class I employees.

			(ii)	x	For each Plan Year, the Employer shall contribute for the following “eligible” Participant(s) an amount equal to 0 % (not to exceed 25%) of each such “eligible” Participant’s Compensation:

					Class II - All employees not in Class I

			Note: The allocation formula in Option 1.12(a)(1)(A) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4). However, because the Employer selected Option 1.12(a)(1)(A)(i) above, the Employer may be required to restructure the Plan, as permitted by these regulations, to satisfy the nondiscriminatory benefits requirement of Code Section 401(a)(4). If the Plan cannot be restructured to satisfy the nondiscriminatory benefits requirements, the Plan shall be required to apply the general test. Cross-testing cannot be used to satisfy those requirements under this Option.

(4)	The following is added at the end of Subsection 1.20(f) as a new Subsection 1.20(g):

(a)		*Partial Withdrawals -* A Participant whose employment has terminated and whose Account is distributable in accordance with the provisions of Article 12 of the Basic Plan Document may elect to withdraw any portion of his vested interest in his Account in cash at any time.

Volume Submitter Defined Contribution Plan

ADDENDUM TO ADOPTION AGREEMENT

Fidelity Basic Plan Document No. 14

RE: Small Business Jobs Act of 2010

Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

Fidelity 5-digit Plan Number: 85085

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted to reflect certain provisions of the Small Business Jobs Act of 2010 (the “SBJA”). This amendment is intended as good faith compliance with the SBJA and is to be construed in accordance with applicable guidance. This amendment shall be effective with respect to Fidelity’s Volume Submitter plan as provided below.

Supersession of Inconsistent Provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

(a)	x	*In-Plan Roth Rollover Contributions.* Unless Section (a)(1) is selected below and in accordance with Section 5.06 of the Basic Plan Document, any Participant or Beneficiary may elect to have otherwise distributable portions of his Account, which are not part of an outstanding loan balance pursuant to Article 9 of the Basic Plan Document and are not “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for purposes of the Plan. This subsection (a) shall be effective to permit such distributions on and after the following effective date: 03/30/2012 (can be no earlier than September 28, 2010).

	(1)	o	Except as otherwise required by IRS Notice 2010-84, only a Participant who is still employed by the Employer may elect to make such an in-plan Roth Rollover.

Amendment Execution

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this day of , .

Employer:	Amphenol Corporation	Employer:	Amphenol Corporation

By:		By:

Title:		Title:

Accepted by: Fidelity Management Trust Company, as Trustee

By:		Date:
	Authorized Signatory

Exhibit 10.37

1.07 DEFERRAL CONTRIBUTIONS

(a) x Deferral Contributions - Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k). Pursuant to Subsection 5.03(a) of the Basic Plan Document, if Catch-Up Contributions are selected below, the Plan’s deferral limit is 75%, unless the Employer elects an alternative deferral limit in Subsection 1.07(a)(1)(A) below. If Catch-Up Contributions are selected below, and the Employer has specified a percentage in Subsection 1.07(a)(1)(A) that is less than 75%, a Participant eligible to make Catch-Up Contributions shall (subject to the statutory limits in Treasury Regulation Section 1.414-1(b)(1)(i)) in any event be permitted to contribute in excess of the specified deferral limit up to 100% of the Participant’s “effectively available Compensation” ( i.e., Compensation available after other withholding), as required by Treasury Regulation Section 1.414(v)-1(e)(1)(ii)(B).

(1) Regular Contributions - The Employer shall make a Deferral Contribution in accordance with Section 5.03 of the Basic Plan Document on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question. Such Deferral Contribution shall not exceed the deferral limit specified in Subsection 5.03(a) of the Basic Plan Document or in Subsection 1.07(a)(1)(A) below, as applicable. Check and complete the appropriate box(es), if any.

(A) x The deferral limit is 60 % (must be a whole number multiple of one percent) of Compensation. (Unless a different deferral limit is specified, the deferral limit shall be 75%. If Option 1.07(a)(4), Catch-Up Contributions, is selected below, complete only if deferral limit is other than 75%.)

(B) £ Instead of specifying a percentage of Compensation, a Participant’s salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 5.03(a) of the Basic Plan Document or in Subsection 1.07(a)(1)(A) above, as applicable.

(C) A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage or, if Roth 401(k) Contributions are selected in Subsection 1.07(a)(5) below, the portion of his Deferral Contributions designated as Roth 401(k) Contributions (check one):

(i) £ as of the beginning of each payroll period.

(ii) x as of the first day of each month.

(iii) £ as of each Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)

(iv) £ as of the first day of each calendar quarter.

(v) £ as of the first day of each Plan Year.

(vi) £ other. (Specify, but must be at least once per Plan Year).

Note: Notwithstanding the Employer’s election hereunder, if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer Contributions is

Plan Number 85085	85085-1330375908
The CORPORATEplan for Retirement SM
Volume Submitter Defined Contribution Plan

checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.09 of the Basic Plan Document.

(D) A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one):

(i) £ the beginning of the next payroll period.

(ii) o the first day of the next month.

(iii) x the next Entry Date. (Do not select if immediate entry is elected with respect to Deferral Contributions in Subsection 1.04(e).)

(iv) £ as of the first day of each calendar quarter.

(v) £ as of the first day of each Plan Year.

(vi) £ other. (Specify, but must be at least once per Plan Year).

(2) x Additional Deferral Contributions - The Employer shall allow a Participant upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their effectively available Compensation for the payroll period(s) designated by the Employer.

(3) x Bonus Contributions - The Employer shall allow a Participant upon proper notice and approval to enter into a special salary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and nondiscriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted. Unless a Participant has entered into a special salary reduction agreement with respect to bonuses, the percentage deferred from any Employer paid cash bonus shall be (check (A) or (B) below):

(A) o Zero.

(B) x The same percentage elected by the Participant for his regular contributions in accordance with Subsection 1.07(a)(1) above or deemed to have been elected by the Participant in accordance with Option 1.07(a)(6) below.

(4) x Catch-Up Contributions - The following Participants who have attained or are expected to attain age 50 before the close of the calendar year will be permitted to make Catch-Up Contributions to the Plan, as described in Subsection 5.03(a) of the Basic Plan Document:

(A) x All such Participants.

(B) o All such Participants except those covered by a collective-bargaining agreement under which retirement benefits were a subject of good faith bargaining unless the bargaining agreement specifically provides for Catch-Up Contributions to be made on behalf of such Participants.

Note: The Employer must not select Option 1.07(a)(4) above unless all “applicable plans” (except any plan that is qualified under Puerto Rican law or that covers only employees who are covered by a collective bargaining agreement under which retirement benefits were a subject of good faith bargaining) maintained by the Employer and by any other employer that is treated as a single employer with the Employer under Code Section 414(b), (c), (m), or (o) also permit Catch-Up Contributions in the same dollar amount. An “applicable plan” is any 401(k) plan or any SIMPLE IRA plan, SEP, plan or contract that meets the requirements of Code Section 403(b), or Code Section 457 eligible governmental plan that provides for elective deferrals.

(5) x Roth 401(k) Contributions. Participants shall be permitted to irrevocably designate pursuant to Subsection 5.03(b) of the Basic Plan Document that a portion or all of the Deferral Contributions made under this Subsection 1.07(a) are Roth 401(k) Contributions that are includable in the Participant’s gross income at the time deferred .

(6) x Automatic Enrollment Contributions. Beginning on the effective date of this paragraph (6) (the “Automatic Enrollment Effective Date”) and subject to the remainder of this paragraph (6), unless an Eligible Employee affirmatively elects otherwise, his Compensation will be reduced by 3 % (the “Automatic Enrollment Rate”), such percentage to be increased in accordance with Option 1.07(b) (if applicable), for each payroll period in which he is an Active Participant, beginning as indicated in Subsection 1.07(a)(6)(A) below, and the Employer will make a pre-tax Deferral Contribution in such amount on the Participant’s behalf in accordance with the provisions of Subsection 5.03(c) of the Basic Plan Document (an “Automatic Enrollment Contribution”).

(A) With respect to an affected Participant, Automatic Enrollment Contributions will begin as soon as administratively feasible on or after (check one):

(i) £ The Participant’s Entry Date.

(ii) x 30 (minimum of 30) days following the Participant’s date of hire, but no sooner than the Participant’s Entry Date.

Within a reasonable period ending no later than the day prior to the date Compensation subject to the reduction would otherwise become available to the Participant, an Eligible Employee may make an affirmative election not to have Automatic Enrollment Contributions made on his behalf. If an Eligible Employee makes no such affirmative election, his Compensation shall be reduced and Automatic Enrollment Contributions will be made on his behalf in accordance with the provisions of this paragraph (6), and Option 1.07(b) if applicable, until such Active Participant elects to change or revoke such Deferral Contributions as provided in Subsection 1.07(a)(1)(C) or (D). Automatic Enrollment Contributions shall be made only on behalf of Active Participants who are first hired by the Employer on or after the Automatic Enrollment Effective Date and do not have a Reemployment Commencement Date, unless otherwise provided below.

(B) x Additionally, unless such affected Participant affirmatively elects otherwise within the reasonable period established by the Plan Administrator, Automatic Enrollment Contributions will be made with respect to the Employees described below. (Check all that apply.)

(i) £ Inclusion of Previously Hired Employees . On the later of the date specified in Subsection 1.07(a)(6)(A) with regard to such Eligible Employee or as soon as

administratively feasible on or after the 30th day following the Notification Date specified in Subsection 1.07(a)(6)(B)(i)(I) below, Automatic Enrollment Contributions will begin for the following Eligible Employees who were hired before the Automatic Enrollment Effective Date and have not had a Reemployment Commencement Date. (Complete (I), check (II) or (III), and complete (IV), if applicable.)

(I) Notification Date: . (Date must be on or after the Automatic Enrollment Effective Date.)

(II) £ Unless otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such Employees who have never had a Deferral Contribution election in place.

(III) £ Unless otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such Employees who have never had a Deferral Contribution election in place and were hired by the Employer before the Automatic Enrollment Effective Date, but on or after the following date: .

(IV) £ In addition to the group of Employees elected in Subsection 1.07(a)(6)(B)(i)(II) or (III) above, any Employee described in Subsection 1.07(a)(6)(B)(i)(II) or (III) above, as applicable, even if he has had a Deferral Contribution election in place previously, provided he is not suspended from making Deferral Contributions pursuant to the Plan and has a deferral rate of zero on the Notification Date.

(ii) x Inclusion of Rehired Employees . Unless otherwise stated herein, each Eligible Employee having a Reemployment Commencement Date on the date indicated in Subsection 1.07(a)(6)(A) above. If Subsection 1.07(a)(6)(B)(i)(III) is selected, only such Employees with a Reemployment Commencement on or after the date specified in Subsection 1.07(a)(6)(B)(i)(III) will be automatically enrolled. If Subsection 1.07(a)(6)(B)(i) is not selected, only such Employees with a Reemployment Commencement on or after the Automatic Enrollment Effective Date will be automatically enrolled. If Subsection 1.07(a)(6)(A)(ii) has been elected above, for purposes of Subsection 1.07(a)(6)(A) only, such Employee’s Reemployment Commencement Date will be treated as his date of hire.

(b) £ Automatic Deferral Increase: (Choose only if Automatic Enrollment Contributions are selected in Option 1.07(a)(6) above) - Unless an Eligible Employee affirmatively elects otherwise after receiving appropriate notice, Deferral Contributions for each Active Participant having Automatic Enrollment Contributions made on his behalf shall be increased annually by the whole percentage of Compensation stated in Subsection 1.07(b)(1) below until the deferral percentage stated in Subsection 1.07(a)(1) is reached (except that the increase will be limited to only the percentage needed to reach the limit stated in Subsection 1.07(a)(1), if applying the percentage in Subsection 1.07(b)(1) would exceed the limit stated in Subsection 1.07(a)(1)), unless the Employer has elected a lower percentage limit in Subsection 1.07(b)(2) below.

(1) Increase by % (not to exceed 10%) of Compensation. Such increased Deferral Contributions shall be pre-tax Deferral Contributions.

(2) o Limited to % of Compensation (not to exceed the percentage indicated in Subsection 1.07(a)(1)).

(3) Notwithstanding the above, the automatic deferral increase shall not apply to a Participant within the first six months following the date upon which Automatic Enrollment Contributions begin for such Participant.

AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

Plan Name Amphenol Corporation Employee Savings/401(k) Plan (the “Plan”)

Employer : Amphenol Corporation

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended		Effective Date
1.07		04/10/2012
ADDITIONAL PROVISIONS ADDENDUM		04/10/2012

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.

Employer:			Employer:

By:			By:

Title:			Title:

Date:			Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

Accepted by: Fidelity Management Trust Company, as Trustee

By:			Date:

Title:

AMENDMENT EXECUTION PAGE

(Employer’s Copy)

Plan Name: Amphenol Corporation Employee Savings/401(k) Plan (the “Plan”)

Employer: Amphenol Corporation

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended		Effective Date
1.07		04/10/2012
ADDITIONAL PROVISIONS ADDENDUM		04/10/2012

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.

Employer:			Employer:

By:			By:

Title:			Title:

Date:			Date:

Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer’s corporate policy mandates two authorized signatures.

Accepted by: Fidelity Management Trust Company, as Trustee

By:			Date:

Title:

ADDITIONAL PROVISIONS ADDENDUM

for

Plan Name: Amphenol Corporation Employee Savings/401(k) Plan

(a)

Additional Provision(s) — The following provisions supplement and/or, to the degree described herein, supersede other provisions of this Adoption Agreement in the following manner:

(1)

The following is added at the end of Subsection 1.07(b) as a new Subsection 1.07(c):

(c)

Exceptions to Automatic Deferral Provisions (Only if Automatic Enrollment Contributions are selected in Option 1.07(a)(6) above) — The provisions of Subsection 1.07(a)(6) and/or 1.07(b) shall be applied differently to the groups of Employees specified below. If an Eligible Employee in one of the groups described in column (A) below transfers to a different group after being notified of how the automatic enrollment provisions of the Plan shall apply to him as an Employee within the original group, the provisions of Options 1.07(a)(6) and, if applicable, 1.07(b) shall continue to apply to such Employee in accordance with the notice he received, except that the provisions of Section 1.07(b) shall cease to apply if the group to which such Employee transferred has an Automatic Increase Rate in column (D) of zero. (Complete all applicable columns of the table for each group of Employees, indicating in column (B) whether the group consists entirely of Employees subject to collective bargaining agreements(s), for which automatic deferral provisions are being differently applied.) (No group in column (A) can have an Automatic Increase Rate in column (D) unless it has an Automatic Enrollment Rate in column (C).)

(C) Automatic

(B) All bargained

Enrollment

(D) Automatic

(A) Description of group of Employees

collectively

Rate

Increase Rate

(1)

(2)

Employees of the AAOH Division

Yes

(2)	*The following replaces Subsection 1.11(a)(1)(A)(i):*

	(i)	Different match percentages apply to different groups of “eligible” Participants as follows:

		(I)	x	Flat percentage match of 3 % shall be allocated only to the “eligible” Participants described below:

				Class I - See Superseding Provisions Addendum for definition of Class I employees.

		(II)	x	Flat percentage match of 0 % shall be allocated only to the “eligible” Participants described below:

				Class II - All employees not in Class I

	Note: The Employer may be required to satisfy the nondiscriminatory benefits requirement of Code Section 401(a)(4).

(3)	*The following replaces Subsection 1.12(a)(1)(A):*

	(A)	Different percentages for different groups of “eligible” Participants as follows:

			Note : The Participant groups defined below must be definitely determinable groups and cannot be subject to the discretion of the Employer. In addition, the design of the classifications cannot be such that the only Non-Highly Compensated Employees benefiting under the Plan are those with the lowest compensation and/or the shortest periods of service and who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b). All “eligible” Participants not included in an allocation group below constitute a group receiving zero percent for the Contribution Period.

			(i)	x	For each Plan Year, the Employer shall contribute for the following “eligible” Participant(s) an amount equal to 2 % (not to exceed 25%) of each such “eligible” Participant’s Compensation:

					Class I - See Superseding Provisions Addendum for definition of Class I employees.

			(ii)	x	For each Plan Year, the Employer shall contribute for the following “eligible” Participant(s) an amount equal to 0 % (not to exceed 25%) of each such “eligible” Participant’s Compensation:

					Class II - All employees not in Class I

			Note: The allocation formula in Option 1.12(a)(1)(A) above generally satisfies a design-based safe harbor pursuant to the regulations under Code Section 401(a)(4). However, because the Employer selected Option 1.12(a)(1)(A)(i) above, the Employer may be required to restructure the Plan, as permitted by these regulations, to satisfy the nondiscriminatory benefits requirement of Code Section 401(a)(4). If the Plan cannot be restructured to satisfy the nondiscriminatory benefits requirements, the Plan shall be required to apply the general test. Cross-testing cannot be used to satisfy those requirements under this Option.

(4)	The following is added at the end of Subsection 1.20(f) as a new Subsection 1.20(g):

(a)		*Partial Withdrawals -* A Participant whose employment has terminated and whose Account is distributable in accordance with the provisions of Article 12 of the Basic Plan Document may elect to withdraw any portion of his vested interest in his Account in cash at any time.

EXHIBIT 31.1

Amphenol Corporation
Certification Pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, R. Adam Norwitt, as the principal executive officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Amphenol Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2012

/s/ R. Adam Norwitt
R. Adam Norwitt
President and Chief Executive Officer

EXHIBIT 31.2

Amphenol Corporation
Certification Pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Diana G. Reardon, as the principal financial officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Amphenol Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2012

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

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 , AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Adam Norwitt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2012

/s/ R. Adam Norwitt
R. Adam Norwitt
President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 , AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Diana G. Reardon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2012

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