United States Securities and Exchange Commission Form 10-K Amphenol Corporation
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10879 AMPHENOL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 22 -2785165 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 358 Hall Avenue, Wallingford, Connecticut 06492 203-265-8900 (Address of Principal Executive Offices, Zip Code, Registrant’s Telephone Number, including Area Code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, $.001 par value New York Stock Exchange, Inc. (Title of each Class) (Name of each Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 No 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 No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 , Accelerated filer , Non -accelerated filer , Smaller reporting company . Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes No The aggregate market value of Amphenol Corporation Class A Common Stock, $.001 par value, held by non-affiliates was approximately $6,056 million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, 2010. As of January 31, 2011, the total number of shares outstanding of Registrant’s Class A Common Stock was 175,933,568. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement, which is expected to be filed within 120 days following the end of the fiscal year covered by this report, are incorporated by reference into Part III hereof. Table of Contents INDEX Page PART I 3 Item 1. Business 3 General 3 Business Segments 5 International Operations 6 Customers 6 Manufacturing 6 Research and Development 7 Trademarks and Patents 7 Competition 7 Backlog 7 Employees 8 Environmental Matters 8 Other 8 Cautionary Information for Purposes of Forward Looking Statements 9 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 12 Item 2. Properties 12 Item 3. Legal Proceedings 12 Item 4. Removed and Reserved 13 PART II 13 Item 5. Market for the Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13 Item 6. Selected Financial Data 15 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 26 Item 8. Financial Statements and Supplementary Data 28 Report of Independent Registered Public Accounting Firm 28 Consolidated Statements of Income 29 Consolidated Balance Sheets 30 Consolidated Statements of Changes in Equity and Other Comprehensive Income 31 Consolidated Statements of Cash Flow 32 Notes to Consolidated Financial Statements 33 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 53 Item 9A. Controls and Procedures 53 Item 9B. Other Information 53 PART III 54 Item 10. Directors, Executive Officers and Corporate Governance 54 Item 11. Executive Compensation 54 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 54 Matters Item 13. Certain Relationships and Related Transactions, and Director Independence 54 Item 14. Principal Accountant Fees and Services 54 PART IV 55 Item 15. Exhibits and Financial Statement Schedules 55 Signature of the Registrant 57 Signatures of the Directors 57 2 Table of Contents PART I Item 1. Business General Amphenol Corporation (“Amphenol” or the “Company”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems and coaxial and high-speed specialty cable. The Company was incorporated in 1987. Certain predecessor businesses, which now constitute part of the Company, have been in business since 1932. The primary end markets for the Company’s products are: • communication systems for the converging technologies of voice, video and data communications; • a broad range of industrial applications including factory automation and motion control systems, medical and industrial instrumentation, mass transportation, alternative and traditional energy generation, natural resource exploration and traditional and hybrid- electrical automotive applications; and • commercial aerospace and military applications. The Company’s strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide basis while maintaining continuing programs of productivity improvement and cost control. For 2010, the Company reported net sales, operating income and net income attributable to Amphenol Corporation of $3,554.1 million, $700.4 million and $496.4 million, respectively. The table below summarizes information regarding the Company’s primary markets and end applications for the Company’s products in 2010: Information Technology & Commercial Aerospace Communications Industrial/Automotive & Military Percentage of Sales 60% 18% 22% (approximate) Primary End Applications Broadband Networks Alternative and traditional energy Military and Commercial • cable modems generation Aircraft • cable television networks Automobile on-board electronics • avionics • high-speed internet and safety systems • engine controls Factory automation • network switching equipment • flight controls Geophysical • set top converters • passenger related Heavy equipment systems High speed and traditional rail Telecommunications and Data • unmanned aerial Hybrid-electrical vehicles Communications vehicles Instrumentation • Military communications computers, personal computers and Mass transportation systems related peripherals Medical equipment • Missile systems data networking equipment Natural resource exploration • routers and switches Ordnance Radar systems • servers and storage systems Satellite and space programs Wireless Communication Systems • base stations • cell sites • smart mobile devices, including tablets • wireless handsets • wireless infrastructure equipment 3 Table of Contents The Company designs and manufactures connectors and interconnect systems, which are used primarily to conduct electrical and optical signals for a wide range of sophisticated electronic applications. The Company believes, based primarily on published market research, that it is the second largest connector and interconnect product manufacturer in the world. The Company has developed a broad range of connector and interconnect products for information technology and communications equipment applications including the converging voice, video and data communications markets. The Company offers a broad range of interconnect products for factory automation and motion control systems, machine tools, instrumentation and medical systems, mass transportation applications and automotive applications, including airbags, seatbelt pretensioners and other on-board automotive electronics. In addition, the Company is the leading supplier of high performance, military- specification, circular environmental connectors that require superior reliability and performance under conditions of stress and in hostile environments. These conditions are frequently encountered in commercial and military aerospace applications and other demanding industrial applications such as solar and wind power generation, oil exploration, medical equipment, hybrid-electrical vehicles and off-road construction. The Company is a global manufacturer employing advanced manufacturing processes. The Company designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia and Africa. The Company