Cover and table of contents

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Cover and table of contents

10-K 1 a14-25561_110k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the Fiscal Year Ended December 31, 2014

or

o 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 (State of Incorporation)22-2785165 (I.R.S. Employer Identification No.)

358 Hall Avenue, Wallingford, Connecticut 06492

203-265-8900

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, $.001 par valueNew 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 x No o

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 o No x

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 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. x

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 xAccelerated filer o
Non-accelerated filer oSmaller reporting company o

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

The aggregate market value of Amphenol Corporation Class A Common Stock, $.001 par value, held by non-affiliates was approximately $13,355 million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, 2014.

As of January 31, 2015, the total number of shares outstanding of Registrant’s Class A Common Stock was 310,195,600

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.

INDEXPage
PART I
Item 1.Business2
General2
Our Strategy3
Markets4
Customers and Geographies6
Manufacturing6
Research and Development7
Intellectual Property7
Raw Materials8
Competition8
Backlog8
Employees8
Environmental Matters8
Other8
Cautionary Information for Purposes of Forward Looking Statements8
Item 1A.Risk Factors9
Item 1B.Unresolved Staff Comments12
Item 2.Properties12
Item 3.Legal Proceedings12
Item 4.Mine Safety Disclosures13
PART II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
Item 6.Selected Financial Data15
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 7A.Quantitative and Qualitative Disclosures About Market Risk25
Item 8.Financial Statements and Supplementary Data27
Report of Independent Registered Public Accounting Firm27
Consolidated Statements of Income28
Consolidated Statements of Comprehensive Income29
Consolidated Balance Sheets30
Consolidated Statements of Changes in Equity31
Consolidated Statements of Cash Flow32
Notes to Consolidated Financial Statements33
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure52
Item 9A.Controls and Procedures52
Item 9B.Other Information53
PART III
Item 10.Directors, Executive Officers and Corporate Governance53
Item 11.Executive Compensation53
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters53
Item 13.Certain Relationships and Related Transactions, and Director Independence53
Item 14.Principal Accounting Fees and Services53
PART IV
Item 15.Exhibits, Financial Statement Schedules54
Signature of the Registrant56
Signatures of the Directors56

PART I

Next: Item 1. Business