Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Amphenol Corporation

Wallingford, Connecticut

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flow for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. We also have audited the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amphenol Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ DELOITTE & TOUCHE LLP

Hartford, Connecticut

February 20, 2015

AMPHENOL CORPORATION

Consolidated Statements of Income

(dollars in millions, except per share data)

		Year Ended December 31,
		2014			2013			2012
Net sales		$	5,345.5		$	4,614.7		$	4,292.1
Cost of sales		3,651.7			3,163.9			2,948.9
Gross profit		1,693.8			1,450.8			1,343.2
Acquisition-related expenses		14.1			6.0			2.0
Selling, general and administrative expenses		645.1			548.0			512.9
Operating income		1,034.6			896.8			828.3
Interest expense		(80.4		)	(63.6		)	(59.6		)
Other income, net		18.3			13.4			10.1
Income before income taxes		972.5			846.6			778.8
Provision for income taxes		(257.3		)	(207.9		)	(219.3		)
Net income		715.2			638.7			559.5
Less: Net income attributable to noncontrolling interests		(6.1		)	(3.0		)	(4.2		)
Net income attributable to Amphenol Corporation		$	709.1		$	635.7		$	555.3
Net income per common share — Basic		$	2.26		$	2.00		$	1.72
Weighted average common shares outstanding — Basic		313,136,791			318,185,574			323,044,160
Net income per common share — Diluted		$	2.21		$	1.96		$	1.69
Weighted average common shares outstanding — Diluted		320,430,140			324,548,998			327,894,222
Dividends declared per common share		$	0.45		$	0.305		$	0.21

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Comprehensive Income

(dollars in millions)

		Year Ended December 31,
		2014			2013			2012
Net income		$	715.2		$	638.7		$	559.5
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(80.9		)	9.8			26.1
Revaluation of derivatives		(1.2		)	(0.3		)	0.5
Purchase of non-controlling interest		—			0.3			—
Defined benefit plan liability adjustment		(69.2		)	52.7			(23.3		)
Total other comprehensive income (loss), net of tax		(151.3		)	62.5			3.3
Total comprehensive income		563.9			701.2			562.8
Less: Comprehensive income attributable to noncontrolling interests		(5.6		)	(3.5		)	(4.4		)
Comprehensive income attributable to Amphenol Corporation		$	558.3		$	697.7		$	558.4

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Balance Sheets

(dollars in millions, except per share data)

		December 31**,**
		2014			2013
Assets
Current Assets:
Cash and cash equivalents		$	968.9		$	886.8
Short-term investments		360.7			305.4
Total cash, cash equivalents and short-term investments		1,329.6			1,192.2
Accounts receivable, less allowance for doubtful accounts of $20.2 and $12.0, respectively		1,123.7			1,001.0
Inventories:
Raw materials and supplies		299.4			261.9
Work in process		282.8			265.2
Finished goods		283.4			265.5
		865.6			792.6
Other current assets		185.2			171.8
Total current assets		3,504.1			3,157.6
Land and depreciable assets:
Land		25.5			23.2
Buildings and improvements		241.9			184.4
Machinery and equipment		1,172.9			1,128.8
		1,440.3			1,336.4
Accumulated depreciation		(849.6		)	(804.0		)
		590.7			532.4
Goodwill		2,616.7			2,289.1
Intangibles and other long-term assets		315.5			188.9
		$	7,027.0		$	6,168.0
Liabilities & Equity
Current Liabilities:
Accounts payable		$	618.4		$	549.9
Accrued salaries, wages and employee benefits		109.9			104.9
Accrued income taxes		90.8			96.4
Other accrued expenses		186.2			157.3
Accrued dividends		38.7			—
Current portion of long-term debt		1.6			701.4
Total current liabilities		1,045.6			1,609.9
Long-term debt, less current portion		2,672.3			1,431.4
Accrued pension benefit obligations and other long-term liabilities		371.2			246.6
Commitments and contingent liabilities
Equity:
Class A Common Stock, $.001 par value; 500,000,000 shares authorized; 309,884,741 and 316,412,236 shares issued and outstanding at December 31, 2014 and 2013, respectively		0.3			0.3
Additional paid-in capital		659.4			489.8
Retained earnings		2,453.5			2,424.4
Accumulated other comprehensive loss		(205.8		)	(55.0		)
Total shareholders’ equity attributable to Amphenol Corporation		2,907.4			2,859.5
Noncontrolling interests		30.5			20.6
Total equity		2,937.9			2,880.1
		$	7,027.0		$	6,168.0

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Changes in Equity

(dollars and shares in millions)

													Accumulated
							Additional						Other
		Common Stock					Paid in			Retained			Comprehensive			Treasury			Noncontrolling			Total
		Shares		Amount			Capital			Earnings			Loss			Stock			Interests			Equity
Balance January 1, 2012		326		$	0.3		$	188.9		$	2,102.7		$	(120.1	)	$	—		$	13.0		$	2,184.8
Net income										555.3									4.2			559.5
Other comprehensive income													3.1						0.2			3.3
Distributions to shareholders of noncontrolling interests																			(5.2		)	(5.2		)
Purchase of treasury stock																(380.1		)				(380.1		)
Retirement of treasury stock		(12	)							(380.1		)				380.1						—
Stock options exercised, including tax benefit		6					116.2															116.2
Dividends declared ($0.21 per common share)										(67.7		)										(67.7		)
Stock-based compensation							31.4															31.4
Balance December 31, 2012		320		0.3			336.5			2,210.2			(117.0		)	—			12.2			2,442.2
Net income										635.7									3.0			638.7
Other comprehensive income													61.7						0.5			62.2
Purchase of noncontrolling interests							0.7						0.3						(1.0		)	—
Acquisitions resulting in noncontrolling interests																			10.3			10.3
Distributions to shareholders of noncontrolling interests																			(4.4		)	(4.4		)
Purchase of treasury stock																(324.7		)				(324.7		)
Retirement of treasury stock		(8	)							(324.7		)				324.7						—
Stock options exercised, including tax benefit		4					116.5															116.5
Dividends declared ($0.305 per common share)										(96.8		)										(96.8		)
Stock-based compensation							36.1															36.1
Balance December 31, 2013		316		0.3			489.8			2,424.4			(55.0		)	—			20.6			2,880.1
Net income										709.1									6.1			715.2
Other comprehensive income													(150.8		)				(0.5		)	(151.3		)
Acquisitions resulting in noncontrolling interests																			7.9			7.9
Distributions to shareholders of noncontrolling interests																			(3.6		)	(3.6		)
Purchase of treasury stock																(539.4		)				(539.4		)
Retirement of treasury stock		(11	)							(539.4		)				539.4						—
Stock options exercised, including tax benefit		5					128.2															128.2
Dividends declared ($0.45 per common share)										(140.6		)										(140.6		)
Stock-based compensation							41.4															41.4
Balance December 31, 2014		310		$	0.3		$	659.4		$	2,453.5		$	(205.8	)	$	—		$	30.5		$	2,937.9

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Cash Flow

(dollars in millions)

		Year Ended December 31,
		2014			2013			2012
Cash from operating activities:
Net income		$	715.2		$	638.7		$	559.5
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		168.1			136.5			121.8
Stock-based compensation expense		41.4			36.1			31.4
Excess tax benefits from stock-based payment arrangements		(32.3		)	(21.0		)	(21.6		)
Net change in operating assets and liabilities:
Accounts receivable		(111.5		)	(37.1		)	(123.9		)
Inventory		(51.6		)	(8.0		)	(45.9		)
Other current assets		(10.0		)	(18.4		)	(0.1		)
Accounts payable		66.8			6.9			99.4
Accrued income taxes		38.1			30.8			34.1
Other accrued liabilities		49.2			(0.6		)	27.4
Accrued pension and post-employment benefits		(1.5		)	8.5			0.3
Other long-term assets		8.8			(1.6		)	(7.7		)
Other		0.2			(1.7		)	—
Net cash provided by operating activities		880.9			769.1			674.7
Cash from investing activities:
Purchases of land and depreciable assets		(209.1		)	(158.4		)	(129.1		)
Proceeds from disposal of land and depreciable assets		5.6			3.7			4.8
Purchases of short-term investments		(721.0		)	(741.1		)	(379.6		)
Sales and maturities of short-term investments		660.8			687.4			261.8
Acquisitions, net of cash acquired		(518.2		)	(484.9		)	(251.5		)
Net cash used in investing activities		(781.9		)	(693.3		)	(493.6		)
Cash from financing activities:
Proceeds from issuance of senior notes		1,498.1			—			498.7
Long-term borrowings under credit facilities		2,945.9			1,041.4			819.6
Repayments of long-term debt		(3,904.0		)	(620.3		)	(988.8		)
Payment of costs related to debt financing		(11.1		)	(2.8		)	(4.3		)
Purchase and retirement of treasury stock		(539.4		)	(324.7		)	(380.1		)
Proceeds from exercise of stock options		97.8			95.1			95.5
Excess tax benefits from stock-based payment arrangements		32.3			21.0			21.6
Distributions to and purchases of noncontrolling interests		(3.6		)	(4.4		)	(5.2		)
Dividend payments		(101.9		)	(96.8		)	(70.1		)
Net cash provided by (used in) financing activities		14.1			108.5			(13.1		)
Effect of exchange rate changes on cash and cash equivalents		(31.0		)	11.7			7.7
Net change in cash and cash equivalents		82.1			196.0			175.7
Cash and cash equivalents balance, beginning of year		886.8			690.8			515.1
Cash and cash equivalents balance, end of year		$	968.9		$	886.8		$	690.8
Cash paid during the year for:
Interest		$	67.4		$	60.4		$	48.6
Income taxes		209.6			176.8			189.7

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Notes to Consolidated Financial Statements

(dollars in millions, except per share data)

Note 1—Summary of Significant Accounting Policies

Business

Amphenol Corporation (together with its subsidiaries, “Amphenol” or the “Company”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. The Company sells its products to customer locations worldwide.

The Company operates through two reportable business segments:

· Interconnect Products and Assemblies — The Interconnect Product and Assemblies segment primarily designs, manufacturers and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets.

· Cable Products and Solutions - The Cable Products and Solutions segment primarily designs, manufacturers and markets cable, value-added products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include the fair value of acquired assets and liabilities, stock-based compensation, pension obligations, derivative instruments, accounting for income taxes, inventories, goodwill and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and liquid investments with an original maturity of less than three months. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.

Short-term Investments

Short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.

Accounts Receivable

Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable.

Inventories

Inventories are stated at the lower of standard cost, which approximates average cost, or market. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand and evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand.

Depreciable Assets

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which range from 3 to 12 years for machinery and equipment and 20 to 40 years for buildings. Leasehold building improvements are depreciated over the shorter of the lease term or estimated useful life. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expense in the Consolidated Statements of Income based on the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of our use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no significant impairments recorded as a result of such reviews during any of the periods presented.

Goodwill

The Company performs its annual evaluation for the impairment of goodwill for the Company’s reporting units as of each June 30. The Company has defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics. In 2014, the Company utilized the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit unless the Company 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. As of June 30, 2014, the Company has determined that it is more likely than not that the fair value of its reporting units is greater than their carrying amounts. The Company has not recognized any goodwill impairment in 2014, 2013 or 2012 in connection with its annual impairment test.

Intangible Assets

Intangible assets are included in Intangibles and other long-term assets and consist primarily of proprietary technology, customer relationships and license agreements and are generally amortized over the estimated periods of benefit. The Company assesses the impairment of long-lived assets, other than goodwill, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded during any of the periods presented as a result of such reviews.

Revenue Recognition

The Company’s primary source of revenues is from product sales to its customers. Revenue from sales of the Company’s products is recognized at the time the goods are delivered and title passes, provided the earning process is complete and revenue is measurable. Delivery is determined by the Company’s shipping terms, which are primarily freight on board (“FOB”) shipping point. Revenue is recorded at the net amount to be received after deductions for estimated discounts, allowances and returns. These estimates and related reserves are determined and adjusted as needed based upon historical experience, contract terms and other related factors.

The shipping costs for the majority of the Company’s sales are paid directly by the Company’s customers. In the broadband communications market (approximately 7% of net sales in 2014), the Company pays for shipping costs to the majority of its customers. Shipping costs are also paid by the Company for certain customers in the Interconnect Products and Assemblies segment. Amounts billed to customers related to shipping costs are immaterial and are included in net sales.

Shipping costs incurred to transport products to the customer which are not reimbursed are included in Selling, general and administrative expense.

Retirement Pension Plans

Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense for retirement pension plans and medical benefit programs is significantly impacted by estimates made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists to assist management in appropriately measuring the expense associated with pension and other post-retirement plan benefits.

Stock-Based Compensation

The Company accounts for its option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures 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 also impact the amount of expense to be recognized in future periods. The Company’s income before income taxes was reduced by $41.4 ($30.3 after tax), $36.1 ($26.4 after tax) and $31.4 ($22.7 after tax) for the years ended December 31, 2014, 2013 and 2012, respectively, related to the expense incurred for stock-based compensation plans, which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

		2014		2013		2012
Risk free interest rate		1.6	%	0.9	%	0.8	%
Expected life		4.6 years		4.6 years		4.6 years
Expected volatility		21.0	%	28.0	%	30.0	%
Expected dividend yield		1.0	%	1.0	%	0.8	%

Income Taxes

Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. At December 31, 2014, the cumulative amount of undistributed earnings of foreign affiliated companies was approximately $3,337. Deferred income taxes are not provided on undistributed earnings of foreign affiliated companies as it is the Company’s intention to reinvest these earnings permanently outside the U.S. It is not practicable to estimate the amount of tax that might be payable if undistributed earnings were to be repatriated as there is a significant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividends received from numerous foreign subsidiaries may generate additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend. These uncertainties are further complicated by the significant number of foreign tax jurisdictions and entities involved. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.

Foreign Currency Translation

The financial position and results of operations of the Company’s significant foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity.

Transaction gains and losses related to operating assets and liabilities are included in Selling, general and administrative expense.

Research and Development

Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $114.8, $103.4 and $92.5, for the years 2014, 2013 and 2012, respectively, and are included in Selling, general and administrative expense.

Environmental Obligations

The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated; potential insurance reimbursements are not recorded. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.

Net Income per Common Share

Basic income per common share is based on the net income attributable to Amphenol Corporation for the year divided by the weighted average number of common shares outstanding. Diluted income per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method. The Company effected a two-for-one stock split in the form of a stock dividend, payable to stockholders of record as of October 2, 2014, which was paid on October 9, 2014. The share and per share information included herein has been retroactively restated to reflect the effect of the stock split for all periods presented.

Derivative Financial Instruments

Derivative financial instruments, which are periodically used by the Company in the management of its interest rate and foreign currency exposures, are accounted for as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Selling, general and administrative expense on the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016 with early adoption not permitted. The amendments may be applied retrospectively to each period presented or with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating ASU 2014-09.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods

thereafter. The Company is currently evaluating ASU 2014-15 and does not anticipate a material impact on its consolidated financial statements.

Note 2—Long-Term Debt

Long-term debt consists of the following:

				December 31, 2014						December 31, 2013
		Maturity		Carrying Amount			Approximate Fair Value (1)			Carrying Amount			Approximate Fair Value (1)
$1,500.0 Revolving Credit Facility		July 2018		$	—		$	—		$	927.3		$	927.3
$200.0 Credit Agreement		May 2015		—			—			100.0			100.0
$1,500 Commercial Paper Program (less unamortized discount of $0.4 at December 31, 2014)		July 2018		671.0			671.0			—			—
4.75% Senior Notes (less unamortized discount of $0.2 at December 31, 2013)		November 2014		—			—			599.8			621.0
4.00% Senior Notes (less unamortized discount of $0.9 and $1.0 at December 31, 2014 and 2013, respectively)		February 2022		499.1			524.5			499.0			491.0
2.55% Senior Notes (less unamortized discount of $0.9 at December 31, 2014)		January 2019		749.1			754.9			—			—
1.55% Senior Notes (less unamortized discount of $0.3 at December 31, 2014)		September 2017		374.7			373.0			—			—
3.125% Senior Notes (less unamortized discount of $0.3 at December 31, 2014)		September 2021		374.7			375.3			—			—
Notes payable to foreign banks and other debt		2015-2019		5.3			5.3			6.7			6.7
				2,673.9			2,704.0			2,132.8			2,146.0
Less current portion				1.6			1.6			701.4			722.6
Total long-term debt				$	2,672.3		$	2,702.4		$	1,431.4		$	1,423.4

(1) Fair values of Senior Notes are based on recent bid prices in an active market, therefore classified as Level 1 in the fair value hierarchy (Note 3).

Credit Facilities and Commercial Paper

The Company has a $1,500.0 unsecured credit facility (the “Revolving Credit Facility”) with a maturity date of July 2018 and the ability to borrow at a spread over LIBOR. The Company also has a $200.0 unsecured credit facility (the “Credit Agreement”) which is renewable annually. The average interest rate on the Revolving Credit Facility as of December 31, 2014 and 2013 was nil and 1.50%, respectively, and on the Credit Agreement as of December 31, 2014 and 2013 was nil and 1.16%, respectively. The carrying value of the borrowings under the Revolving Credit Facility approximated their fair value due primarily to their market interest rates and the carrying value of the Credit Agreement borrowings approximated their fair value due to their relative short-term maturity and market interest rate and are therefore both classified as Level 2 in the fair value hierarchy (Note 3).

In September 2014, the Company entered into a commercial paper program (the “Program”) pursuant to which the Company issues short-term unsecured commercial paper notes (“Commercial Paper”) in one or more private placements. Amounts available under the Program are borrowed, repaid and re-borrowed from time to time. The maturities of the Commercial Paper vary, but may not exceed 397 days from the date of issue. The Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par, or, alternatively, may be sold at par and bear varying interest rates on a fixed or floating basis. The Program was rated A-2 by Standard & Poor’s and P-2 by Moody’s and is backstopped by the Revolving Credit Facility. The maximum aggregate principal amount of the commercial paper notes outstanding under the Program at any time is $1,500.0. The Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Revolving Credit Facility. The carrying value of Commercial Paper borrowings approximated their fair value given that the Commercial Paper is actively traded. As such, the Commercial Paper is classified as Level 1 in the fair value hierarchy (Note 3). The average interest rate on the Commercial Paper as of December 31, 2014 was 0.38%.

The Company incurred costs related to the issuance of the Commercial Paper and Senior Notes of $11.1, which are capitalized and will be amortized to interest expense over the respective terms of the debt.

Senior Notes

The senior notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of the Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to the date of maturity, a make-whole premium.

In January 2014, the Company issued $750.0 principal amount of unsecured 2.55% Senior Notes due January 2019 (the “2.55% Senior Notes”) at 99.846% of their face value. Net proceeds from the sale of the 2.55% Senior Notes were used to repay borrowings under the Company’s Revolving Credit Facility.

In September 2014, the Company issued $375.0 principal amount of unsecured 1.55% Senior Notes due September 2017 at 99.898% of their face value (the “1.55% Senior Notes”) and $375.0 principal amount of unsecured 3.125% Senior Notes due September 2021 at 99.912% of their face value (the “3.125% Senior Notes” and together with the 1.55% Senior Notes, “the Notes”). The Company used all of the net proceeds from the Notes to repay the outstanding $600.0 4.75% Senior Notes that were due in November 2014 and to repay amounts outstanding under its Revolving Credit Facility and Credit Agreement.

The maturity of the Company’s debt over each of the next five years ending December 31 and thereafter, is as follows:

2015		$	1.6
2016		0.6
2017		374.9
2018		672.7
2019		749.1
Thereafter		875.0
		$	2,673.9

The Company has a $20.0 uncommitted standby letter of credit facility of which approximately $11.6 was issued at December 31, 2014.

Note 3—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.

The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are short-term investments and derivative instruments. Substantially all of the Company’s short-term investments consist of

certificates of deposit with original maturities of twelve months or less and as such, are considered as Level 1 in the fair value hierarchy as they are traded in active markets which have identical assets. The carrying amounts of these instruments, the majority of which are in non-U.S. bank accounts, approximate their fair value. The Company’s derivative instruments represent foreign exchange rate forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. 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 December 31, 2014 and December 31, 2013 are as follows:

		Fair Value Measurements at December 31, 2014
		Total			Quoted Prices in Active Markets for Identical****Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Short-term investments		$	360.7		$	360.7		$	—		$	—
Forward contracts		11.0			—			11.0			—
Total		$	371.7		$	360.7		$	11.0		$	—

		Fair Value Measurements at December 31, 2013
		Total			Quoted Prices in Active Markets for Identical****Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Short-term investments		$	305.4		$	305.4		$	—		$	—
Forward contracts		(2.2		)	—			(2.2		)	—
Total		$	303.2		$	305.4		$	(2.2	)	$	—

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

For the years ended December 31, 2014 and 2013, a loss of $(1.2) and $(0.3), respectively, was recognized in Accumulated other comprehensive loss associated with foreign exchange rate forward contracts.

Note 4—Income Taxes

The components of income before income taxes and the provision for income taxes are as follows:

		Year Ended December 31,
		2014			2013			2012
Income before income taxes:
United States		$	161.4		$	152.8		$	145.8
Foreign		811.1			693.8			633.0
		$	972.5		$	846.6		$	778.8
Current tax provision:
United States		$	63.7		$	47.5		$	54.6
Foreign		183.1			162.3			163.1
		246.8			209.8			217.7
Deferred tax provision (benefit):
United States		(0.7		)	(0.1		)	7.7
Foreign		11.2			(1.8		)	(6.1		)
		10.5			(1.9		)	1.6
Total provision for income taxes		$	257.3		$	207.9		$	219.3

At December 31, 2014, the Company had $60.3, $16.9 and $4.4 of foreign tax loss and credit carryforwards, U.S. federal loss carryforwards, and U.S. state tax loss and credit carryforwards net of federal benefit, respectively, of which $28.8, $16.9

and $0.1, respectively, will either expire or be refunded at various dates through 2029 and the balance can be carried forward indefinitely.

A valuation allowance of $15.5 and $19.4 at December 31, 2014 and 2013, respectively, has been recorded which relates to the foreign net operating loss carryforwards and U.S. state tax credits. The net change in the valuation allowance for deferred tax assets was a decrease of $3.9 and an increase of $1.5 in 2014 and 2013, respectively, which was related to foreign net operating loss and foreign and U.S. state credit carryforwards.

Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed below:

		Year Ended December 31,
		2014		2013		2012
U.S. statutory federal tax rate		35.0	%	35.0	%	35.0	%
State and local taxes		0.4		0.6		0.6
Foreign earnings and dividends taxed at different rates		(8.3	)	(9.4	)	(7.9	)
Valuation allowance		(0.4	)	0.2		(0.2	)
Tax impact of the delay in American Taxpayer Relief Act		—		(1.3	)	1.5
Other		(0.2	)	(0.5	)	(0.8	)
Effective tax rate		26.5	%	24.6	%	28.2	%

The 2013 tax rate reflects a decrease in tax expense and the 2012 tax rate reflects an increase in tax expense of $11.3, or $0.03 per diluted common share, resulting from the delay, by the U.S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income that are part of the tax provisions within the American Taxpayer Relief Act. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the benefit to the Company of $11.3 relating to the 2012 tax year was recorded as a benefit in the first quarter of 2013 at the date of reinstatement; as such, between the fourth quarter of 2012 and the first quarter of 2013, there is no net impact on the Company from an income statement perspective. The 2013 tax rate also reflects a reduction in tax expense of $3.6, or $0.01 per diluted common share, for tax reserve adjustments relating to the completion of the audits of certain of the Company’s prior year tax returns. Excluding these impacts as well as the net impact of the acquisition-related expenses, the Company’s effective tax rate for 2014, 2013 and 2012 was 26.5%, 26.3% and 26.7%, respectively.

The Company’s deferred tax assets and liabilities included in Other current assets, Intangibles and other long-term assets and in Accrued pension benefit obligations and other long-term liabilities in the accompanying Consolidated Balance Sheets, excluding the valuation allowance, comprised the following:

		December 31,
		2014			2013
Deferred tax assets relating to:
Accrued liabilities and reserves		$	27.3		$	25.3
Operating loss and tax credit carryforwards		26.2			19.6
Pensions, net		61.1			35.2
Inventory reserves		22.6			18.8
Employee benefits		35.6			32.0
		$	172.8		$	130.9
Deferred tax liabilities relating to:
Goodwill		$	129.4		$	108.5
Depreciation and amortization		36.1			4.2
Contingent consideration		6.6			6.6
		$	172.1		$	119.3

At December 31, 2014 and 2013, the amount of the liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $19.2 and $14.9, respectively.

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the beginning and end of the year for 2014, 2013 and 2012 are as follows:

		2014			2013			2012
Unrecognized tax benefits as of January 1		$	24.8		$	26.4		$	20.2
Gross increases and gross decreases for tax positions in prior periods		2.2			1.4			11.3
Gross increases - current period tax position		2.6			2.4			1.5
Settlements		(0.5		)	—			(3.1		)
Lapse of statute of limitations		(1.4		)	(5.4		)	(3.5		)
Unrecognized tax benefits as of December 31		$	27.7		$	24.8		$	26.4

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2014, 2013 and 2012, the provision for income taxes included a net expense (benefit) of $0.9, $0.2 and $(0.3), respectively, in estimated interest and penalties. As of December 31, 2014, 2013 and 2012, the liability for unrecognized tax benefits included $4.5, $3.0 and $2.8, respectively, for tax-related interest and penalties.

The Company operates in the U.S. and numerous foreign taxable 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 2011 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 December 31, 2014, the amount of the liability for unrecognized tax benefits, which if recognized would impact the effective tax rate, was $19.2 the majority of which is included in Accrued pension benefit obligations and other long-term liabilities in the accompanying 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 closing of statute of limitations. Based on information currently available, management anticipates that over the next twelve month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of $3.3.

Note 5—Equity

Stock-Based Compensation:

Stock Options

In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors and was amended in May 2014 to increase the number of shares of common stock reserved for issuance from 32,000,000 shares to 58,000,000 shares. As of December 31, 2014, there were 24,978,580 shares of common stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan and the 2009 Employee 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 “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of December 31, 2014, there were 140,000 shares of common stock available for the granting of additional stock options under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options granted under the 2004 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.

Stock option activity for 2012, 2013 and 2014 was as follows:

							Weighted
							Average		Aggregate
				Weighted			Remaining		Intrinsic
				Average			Contractual		Value
		Options		Exercise Price			Term (in years)		(in millions)
Options outstanding at January 1, 2012		28,033,800		$	19.00		6.89
Options granted		5,980,000		26.66
Options exercised		(6,505,922	)	14.66
Options forfeited		(614,440	)	21.42
Options outstanding at December 31, 2012		26,893,438		21.70			7.08
Options granted		5,576,000		39.00
Options exercised		(5,272,426	)	18.23
Options forfeited		(352,560	)	26.83
Options outstanding at December 31, 2013		26,844,452		25.90			7.08
Options granted		6,220,000		47.70
Options exercised		(4,790,252	)	20.27
Options forfeited		(486,280	)	34.55
Options outstanding at December 31, 2014		27,787,920		31.60			7.09		$	617.2
Vested and non-vested expected to vest at December 31, 2014		25,296,609		31.23			7.01		$	571.3
Exercisable at December 31, 2014		11,347,360		$	23.16		5.51		$	347.8

A summary of the status of the Company’s non-vested options as of December 31, 2014 and changes during the year then ended is as follows:

		Options		Weighted Average Fair Value at Grant Date
Non-vested options at January 1, 2014		16,033,842		$	7.39
Options granted		6,220,000		8.64
Options vested		(5,327,002	)	6.99
Options forfeited		(486,280	)	7.81
Non-vested options at December 31, 2014		16,440,560		$	7.98

The weighted-average fair value at the grant date of options granted during 2013 and 2012 was $8.71 and $6.48, respectively.

During the years ended December 31, 2014, 2013 and 2012, the following activity occurred under the Company’s option plans:

		2014			2013			2012
Total intrinsic value of stock options exercised		$	136.8		$	105.8		$	95.9
Total fair value of stock options vested		37.2			33.9			31.0

On December 31, 2014, the total compensation cost related to non-vested options not yet recognized was approximately $95.6, with a weighted average expected amortization period of 3.40 years.

The grant-date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 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 is 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.

Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2014, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 171,922. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s common stock without payment.

Restricted stock activity for 2012, 2013 and 2014 was as follows:

							Weighted
							Average
				Fair Value			Remaining
		Restricted		at Grant			Amortization
		Shares		Date			Term (in years)
Restricted shares outstanding at January 1, 2012		—		$	—
Restricted shares granted		32,858		26.63
Restricted shares outstanding at December 31, 2012		32,858		26.63			0.39
Restricted shares granted		26,880		38.76
Shares vested and issued		(32,858	)	26.63
Restricted shares outstanding at December 31, 2013		26,880		38.76			0.39
Restricted shares granted		18,340		47.72
Shares vested and issued		(26,880	)	38.76
Restricted shares outstanding at December 31, 2014		18,340		47.72			0.39

As of December 31, 2014, the total compensation cost related to non-vested restricted stock not yet recognized was approximately $0.3.

Stock Repurchase Program:

In January 2013, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 20 million shares of its common stock during the two year period ending January 31, 2015 (the “2013 Stock Repurchase Program”). During the year ended December 31, 2014, the Company repurchased 11,428,610 shares of its common stock for $539.4. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. At December 31, 2014, the Company had repurchased all shares authorized under the 2013 Stock Repurchase Program.

In January 2015, the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 10 million shares of common stock during the two year period ending January 20, 2017 (the “2015 Stock Repurchase Program”). The price and timing of any such purchases under the 2015 Stock Repurchase Program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, economic and market conditions and stock price.

Dividends:

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on its common stock. In July 2013, the Board of Directors approved an increase in the quarterly dividend rate from $0.0525 to $0.10 per share effective with the third quarter 2013 dividend and in July 2014 and approved a further increase in the quarterly dividend rate from $0.10 to $0.125 per share effective with the third quarter 2014 dividend. Total dividends declared during 2014, 2013 and 2012 were $140.6, $96.8 and $67.7, respectively. Total dividends paid in 2014, 2013 and 2012 were $101.9, $96.8 and $70.1, respectively, including those declared in the prior year and paid in the current year.

Accumulated Other Comprehensive Income (Loss):

Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2014, 2013 and 2012 are as follows:

		Foreign Currency Translation Adjustment			Revaluation of Derivatives			Defined Benefit Plan Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2012		$	31.4		$	(0.3	)	$	(151.2	)	$	(120.1	)
Translation adjustments		25.9			—			—			25.9
Revaluation of derivatives, net of tax of $0		—			0.5			—			0.5
Defined benefit plan liability adjustment, net of tax of $14.6		—			—			(38.1		)	(38.1		)
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($5.7)		—			—			14.8			14.8
Balance at December 31, 2012		57.3			0.2			(174.5		)	(117.0		)
Translation adjustments		14.9			—			—			14.9
Amounts reclassified from Accumulated Other Comprehensive Income (Loss)		(5.2		)	—			—			(5.2		)
Revaluation of derivatives, net of tax of $0.1		—			(0.3		)	—			(0.3		)
Defined benefit plan liability adjustment, net of tax of ($20.6)		—			—			35.9			35.9
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($9.6)		—			—			16.7			16.7
Balance at December 31, 2013		67.0			(0.1		)	(121.9		)	(55.0		)
Translation adjustments		(80.4		)	—			—			(80.4		)
Revaluation of derivatives, net of tax of $0.2		—			(1.2		)	—			(1.2		)
Defined benefit plan liability adjustment, net of tax of $39.9		—			—			(82.0		)	(82.0		)
Amounts reclassified from Accumulated Other Comprehensive Income (Loss), net tax of ($6.2)		—			—			12.8			12.8
Balance at December 31, 2014		$	(13.4	)	$	(1.3	)	$	(191.1	)	$	(205.8	)

The amounts reclassified from Accumulated other comprehensive income (loss) for defined benefit plan liabilities, are included within Cost of sales and Selling, general and administrative expense and for revaluation of derivatives, are included in Selling, general and administrative expense within the Company’s Consolidated Statements of Income. The amounts reclassified from Accumulated other comprehensive income (loss) for foreign currency translation in 2013 are included in Cost of sales within the Company’s Consolidated Statements of Income. The amounts reclassified from Accumulated other comprehensive income (loss) to Selling, general and administrative expense related to the revaluation of derivatives in the accompanying Consolidated Statements of Income during the years ended December 31, 2014, 2013 and 2012 were not material.

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 outstanding, which relates to stock options. A reconciliation of the basic average common shares outstanding to diluted average common shares outstanding as of December 31 is as follows:

		2014			2013			2012
Net income attributable to Amphenol Corporation		$	709.1		$	635.7		$	555.3
Basic average common shares outstanding		313,136,791			318,185,574			323,044,160
Effect of dilutive stock options		7,293,349			6,363,424			4,850,062
Dilutive average common shares outstanding		320,430,140			324,548,998			327,894,222
Earnings per share:
Basic		$	2.26		$	2.00		$	1.72
Diluted		$	2.21		$	1.96		$	1.69

Excluded from the computations above were anti-dilutive common shares of 5,455,092, 3,751,018 and 9,103,156 for the years ended December 31, 2014, 2013 and 2012, respectively.

Note 7—Benefit Plans and Other Postretirement Benefits

The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan 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”). The largest international pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately $86.0 and $74.0 at December 31, 2014 and 2013, respectively. Total required contributions to be made during 2015 for the unfunded International Plans amount to approximately $5.0. This amount, which is classified as Other accrued expenses, and the obligations discussed above, are included in the accompanying Consolidated Balance Sheets and in the tables below.

The following is a summary of the Company’s defined benefit plans’ funded status as of the most recent actuarial valuations; for each year presented below, projected benefits exceed assets.

		December 31,
		2014			2013
Change in projected benefit obligation:
Projected benefit obligation at beginning of year		$	560.1		$	565.4
Service cost		10.8			10.5
Interest cost		24.1			20.9
Acquisitions		7.0			16.4
Plan amendments		—			5.6
Actuarial (gain) loss		123.1			(33.7		)
Foreign exchange translation		(18.7		)	2.6
Benefits paid		(29.9		)	(27.6		)
Projected benefit obligation at end of year		676.5			560.1
Change in plan assets:
Fair value of plan assets at beginning of year		392.5			334.4
Actual return on plan assets		26.4			50.7
Employer contributions		23.8			23.3
Acquisitions		—			12.3
Foreign exchange translation		(4.7		)	(0.6		)
Actuarial loss		1.3			—
Benefits paid		(29.9		)	(27.6		)
Fair value of plan assets at end of year		409.4			392.5
Funded status		$	(267.1	)	$	(167.6	)

The accumulated benefit obligation for the Company’s defined benefit pension plan was $653.7 and $539.4 at December 31, 2014 and 2013, respectively.

		Year Ended December 31,
		2014			2013			2012
Components of net pension expense:
Service cost		$	8.2		$	8.5		$	7.7
Interest cost		24.1			20.9			22.0
Expected return on plan assets		(28.5		)	(24.8		)	(25.0		)
Net amortization of actuarial losses		18.6			25.5			20.5
Net pension expense		$	22.4		$	30.1		$	25.2

		Weighted-average assumptions used to determine benefit obligations at December 31,
		Pension Benefits				Other Benefits
		2014		2013		2014		2013
Discount rate:
U.S. plans		3.75	%	4.60	%	3.50	%	4.15	%
International plans		2.91	%	4.09	%	n/a		n/a
Rate of compensation increase:
U.S. plans		3.00	%	3.00	%	n/a		n/a
International plans		1.45	%	2.95	%	n/a		n/a

		Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31,
		Pension Benefits						Other Benefits
		2014		2013		2012		2014		2013		2012
Discount rate:
U.S. plans		4.60	%	3.75	%	4.45	%	4.15	%	3.45	%	4.25	%
International plans		4.09	%	3.97	%	4.97	%	n/a		n/a		n/a
Expected long-term return on assets:
U.S. plans		8.00	%	8.00	%	8.00	%	n/a		n/a		n/a
International plans		5.99	%	5.50	%	5.66	%	n/a		n/a		n/a
Rate of compensation increase:
U.S. plans		3.00	%	3.00	%	3.00	%	n/a		n/a		n/a
International plans		1.48	%	2.57	%	2.83	%	n/a		n/a		n/a

The pension expense for the U.S. Plans and the International Plans (the “Plans”) is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including mortality projections as well as a weighted-average discount rate, rate of increase in future compensation levels and an expected long-term rate of return on the respective Plans’ assets which are detailed in the table above.

The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The discount rate for the U.S. Plans on this basis was 3.75% at December 31, 2014 and 4.60% at December 31, 2013. The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan. In 2014, the Company considered the updated mortality tables and improvement scales recently issued by the Society of Actuaries along with other mortality information available to develop updated mortality assumptions for the U.S. Plans. These updated mortality assumptions reflected increased life expectancies for plan participants. The decrease in the discount rate and the updated mortality assumptions resulted in an increase in the accrued benefit obligation for the U.S. Plans of approximately $80.0 at December 31,2014.

The Company’s investment strategy for the Plans’ assets is to achieve a rate of return on plan assets equal to or greater than the average for the respective investment classification through prudent allocation and periodic rebalancing between fixed income and equity instruments. The current investment policy includes a strategy to maintain an adequate level of diversification, subject to portfolio risks. The target allocations for the U.S. Plans, which represent the majority of the Plans’ assets, are generally 60% equity and 40% fixed income. Short-term strategic ranges for investments are established within these long term target percentages. The Company invests in a diversified investment portfolio through various investment managers and evaluates its plan assets for the existence of concentration risks. As of December 31, 2014, there were no significant concentrations of risks in the Company’s defined benefit plan assets. The Company does not invest pension assets and does not instruct investment managers to invest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of external investment management in certain commingled funds. Such holdings would not be material relative to the Plans’ total assets.

In developing the expected long-term rate of return assumption for the U.S. Plans, the Company evaluated input from its external actuaries and investment consultants as well as long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The Company also considered its historical twenty-year compounded return of approximately 9%, which has been in excess of these broad equity and bond benchmark indices. As described above, the expected long-term rate of return on the U.S. Plans’ assets is based on an asset allocation assumption of 60% with equity managers (with an expected long-term rate of return of approximately 9%) and 40% with fixed income managers (with an expected long-term rate of return of approximately 7%). The Company believes that the long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers. The Company regularly reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate. Based on this methodology, the Company’s expected long-term rate of return assumption to determine the benefit obligation of the U.S. Plans at December 31, 2014 and 2013 is 8.00%.

The Company’s Plan assets are reported at fair value and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2014 and 2013 by asset category are as follows (refer to Note 3 for definitions of Level 1, 2 and 3 inputs):

		Fair Value Measurements at December 31, 2014
Asset Category		Total			Quoted Prices in Active Markets for Identical****Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Equity securities:
U.S. equities — large cap		$	106.6		$	80.9		$	25.7		$	—
U.S. equities — small/mid cap and other		23.0			—			23.0			—
International equities — growth		46.9			46.9			—			—
International equities — other		50.7			—			50.7			—
		227.2			127.8			99.4
Alternative investment funds		40.1			—			40.1			—
Fixed income securities:
U.S. fixed income securities — intermediate term		59.1			59.1			—			—
U.S. fixed income securities — high yield		20.2			—			20.2			—
International fixed income securities — other		40.6			—			40.6			—
		119.9			59.1			60.8			—
Cash and cash equivalents		22.2			22.2			—			—
Total		$	409.4		$	209.1		$	200.3		$

		Fair Value Measurements at December 31, 2013
Asset Category		Total			Quoted Prices in Active Markets for Identical****Assets (Level 1)			Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Equity securities:
U.S. equities — large cap		$	122.2		$	93.1		$	29.1		$	—
U.S. equities — small/mid cap and other		24.7			1.6			23.1			—
International equities — growth		51.8			51.8			—			—
International equities — other		56.3			8.1			48.2			—
		255.0			154.6			100.4
Fixed income securities:
U.S. fixed income securities — intermediate term		62.2			62.2			—			—
U.S. fixed income securities — high yield		24.4			0.3			24.1			—
International fixed income securities — other		39.7						39.7			—
		126.3			62.5			63.8			—
Cash and cash equivalents		11.2			11.2			—			—
Total		$	392.5		$	228.3		$	164.2		$

Equity securities consist primarily of publicly traded U.S. and non-U.S. equities. Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded. Certain Level 2 equity securities held in commingled funds are valued at unitized net asset value (“NAV”) based on the fair value of the underlying net assets owned by the funds. Alternative investment funds include investments in hedge funds including fund of fund products.

Fixed income securities consist primarily of government securities and corporate bonds. They are valued at the closing price in the active market or at quotes obtained from brokers/dealers or pricing services. Certain Level 2 fixed income securities held within commingled funds are valued at NAV as determined by the custodian of the funds based on the fair value of the underlying net assets of the funds.

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation. The obligation related to the SERP is included in the accompanying Consolidated Balance Sheets and in the tables above.

As of December 31, 2014, the amounts before tax for unrecognized net loss, net prior service cost and net transition asset in Accumulated other comprehensive loss related to the Plans above are $274.7, $10.9, and $0.2, respectively. As of December 31, 2013, the amounts before tax for unrecognized net loss, net prior service cost and net transition asset in Accumulated other comprehensive loss related to the Plans above are $173.9, $13.6 and $0.3, respectively. The estimated net loss, prior service cost and net transition asset for the Plans above that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $26.2, $2.3 and $0.1, respectively.

The Company made cash contributions to the Plans of $23.8, $23.3, and $21.8 in 2014, 2013, and 2012, respectively, and estimates that, based on current actuarial calculations, it will make cash contributions to the Plans in 2015 of approximately $22.0 most of which is to the U.S. Plans. Cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plan assets.

Benefit payments related to the Plans above, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate, are expected to be as follows:

2015		$	27.0
2016		28.0
2017		29.2
2018		30.3
2019		31.5
2020-2024		175.5

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 the U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation. The Company provided matching contributions of approximately $3.8, $3.0 and $2.7 in 2014, 2013 and 2012, respectively.

The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees through post-retirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, the Company believes any change in medical costs from that estimated will not have a significant impact on the Company. The discount rate used in determining the benefit obligation was 3.50% and 4.15% at December 31, 2014 and 2013, respectively. Summary information on the Company’s OPEB programs is as follows:

		December 31,
		2014			2013
Change in benefit obligation:
Benefit obligation at beginning of year		$	11.9		$	15.7
Service cost		0.1			0.2
Interest cost		0.5			0.5
Paid benefits and expenses		(0.9		)	(1.1		)
Actuarial gain (loss)		0.6			(3.4		)
Benefit obligation at end of year		$	12.2		$	11.9

The accumulated benefit obligation for the Company’s OPEB plan was equal to its projected benefit obligation at December 31, 2014 and 2013.

		Year ended December 31,
		2014			2013			2012
Components of net post-retirement benefit cost:
Service cost		$	0.1		$	0.2		$	0.2
Interest cost		0.5			0.5			0.7
Net amortization of actuarial losses		0.4			0.8			1.0
Net post-retirement benefit cost		$	1.0		$	1.5		$	1.9

As of December 31, 2014, the amounts for unrecognized net loss, net prior service cost and net transition obligation in Accumulated other comprehensive loss related to OPEB programs are $4.1, nil and nil, respectively. The estimated net loss, prior service cost and net transition obligation for the OPEB programs that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $0.4, nil and nil, respectively.

Benefit payments for the OPEB plan, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate are expected to be between $0.9 and $1.1 per year for the next ten years.

Note 8—Leases

At December 31, 2014, the Company was committed under operating leases which expire at various dates. Total rent expense under operating leases for the years 2014, 2013 and 2012 were approximately $38.9, $35.0 and $30.0, respectively.

Minimum lease payments under non-cancelable operating leases are as follows:

2015		$	35.5
2016		25.0
2017		15.4
2018		9.9
2019		7.1
Beyond 2019		6.7
Total minimum obligation		$	99.6

Note 9—Business Combinations

During the year ended December 31, 2014, goodwill of approximately $327.6 was recognized related primarily due to two businesses acquired during the period, all of which relates to the Interconnect Products and Assemblies segment. The acquisitions were not material to the Company either individually or in the aggregate.

Note 10—Goodwill and Other Intangible Assets

As of December 31, 2014, the Company has goodwill totaling $2,616.7, of which $2,493.0 related to the Interconnect Products and Assemblies segment with the remainder related to the Cable Products and Solutions segment. In 2014, goodwill and intangible assets increased by $327.6 and $118.7, respectively, primarily as a result of two acquisitions in the Interconnect Products and Assemblies segment made during the year. In 2013, goodwill and intangible assets increased by approximately $356.0 and $49.9, respectively, primarily as a result of five acquisitions in the Interconnect Products and Assemblies segment made during the year. The Company is in the process of completing its analysis of fair value of the assets acquired related to its 2014 acquisitions and anticipates that the final assessment of values will not differ materially from the preliminary assessment.

Other than goodwill and indefinite-lived trade name intangible assets with a value of approximately $52.3, the Company’s intangible assets are subject to amortization. A summary of the Company’s amortizable intangible assets as of December 31, 2014 and 2013 is as follows:

		December 31, 2014						December 31, 2013
		Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Customer relationships		$	299.8		$	92.3		$	202.3		$	69.8
Proprietary technology		53.8			26.5			52.3			22.4
License agreements		6.0			6.0			6.0			6.0
Trade names, Backlog and other		19.7			19.0			11.4			8.9
Total		$	379.3		$	143.8		$	272.0		$	107.1

Customer relationships, proprietary technology, license agreements and trade names, backlog and other amortizable intangible assets have weighted average useful lives of approximately 10 years, 14 years, 8 years and 2 years, respectively, for an aggregate weighted average useful life of approximately 10 years at December 31, 2014.

Intangible assets are included in intangibles and other long-term assets in the accompanying Consolidated Balance Sheets. The aggregate amortization expense for the years ended December 31, 2014, 2013 and 2012 was approximately $36.6, $20.1 and $19.8, respectively. The 2014 amortization includes $9.8 related to the amortization of acquired backlogs of recent acquisitions. Amortization expense estimated for each of the next five fiscal years is approximately $32.9 in 2015, $32.0 in 2016, $31.8 in 2017, $27.8 in 2018 and $23.7 in 2019.

Note 11—Reportable Business Segments and International Operations

The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company aggregates its operating segments into reportable segments based upon similar economic characteristics and business groupings of products, services, and customers. The Interconnect Product and Assemblies segment primarily designs, manufacturers and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufacturers and markets cable, value-added products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. The accounting policies of the segments are the same as those for the Company as a whole and are described in Note 1 herein. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.

		Interconnect Products and Assemblies									Cable Products and Solutions									Total
		2014			2013			2012			2014			2013			2012			2014			2013			2012
Net sales
—external		$	4,992.6		$	4,269.0		$	3,987.3		$	352.9		$	345.7		$	304.8		$	5,345.5		$	4,614.7		$	4,292.1
—intersegment		6.6			5.5			4.9			18.0			19.4			19.6			24.6			24.9			24.5
Depreciation and amortization		160.0			123.4			107.5			3.4			2.9			2.4			163.4			126.3			109.9
Segment operating income		1,088.0			931.0			858.1			43.7			46.3			41.1			1,131.7			977.3			899.2
Segment assets (excluding goodwill)		4,161.7			3,648.0			2,870.3			173.4			165.3			134.8			4,335.1			3,813.3			3,005.1
Additions to property, plant and equipment		203.1			154.7			125.5			4.8			2.0			3.4			207.9			156.7			128.9

Reconciliation of segment operating income to consolidated income before income taxes:

		2014			2013			2012
Segment operating income		$	1,131.7		$	977.3		$	899.2
Interest expense		(80.4		)	(63.6		)	(59.6		)
Interest income		20.2			15.0			11.5
Stock-based compensation expense		(41.4		)	(36.1		)	(31.4		)
Acquisition-related expenses		(14.1		)	(6.0		)	(2.0		)
Other costs, net		(43.5		)	(40.0		)	(38.9		)
Consolidated income before income taxes		$	972.5		$	846.6		$	778.8

Reconciliation of segment assets to consolidated total assets:

		2014			2013
Segment assets excluding goodwill		$	4,335.1		$	3,813.3
Goodwill		2,616.7			2,289.1
Other assets		75.2			65.6
Consolidated total assets		$	7,027.0		$	6,168.0

Geographic information:

		Net sales									Land and depreciable assets, net
		2014			2013			2012			2014			2013			2012
United States		$	1,673.5		$	1,430.5		$	1,379.7		$	214.8		$	175.4		$	121.8
China		1,440.8			1,243.7			1,065.1			149.2			151.2			138.0
Other international locations		2,231.2			1,940.5			1,847.3			226.7			205.8			157.6
Total		$	5,345.5		$	4,614.7		$	4,292.1		$	590.7		$	532.4		$	417.4

Revenues by geographic area are based on the customer location to which the product is shipped.

Note 12—Other Income, net

The components of other income, net are set forth below:

		Year Ended December 31,
		2014			2013			2012
Agency and commitment fees		$	(1.9	)	$	(1.6	)	$	(1.5	)
Interest income		20.2			15.0			11.5
Other		—			—			0.1
		$	18.3		$	13.4		$	10.1

Note 13—Commitments and Contingencies

The Company has been named as defendant 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, results of operations or cash flows.

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, results of operations or cash flows.

The Company also has purchase obligations related to commitments to purchase certain goods and services. At December 31, 2014, the Company had commitments to purchase $219.7 in 2015 and $27.1 in 2016 and 2017.

Note 14—Selected Quarterly Financial Data (Unaudited)

		Three Months Ended
		March 31			June 30			September 30			December 31
2014
Net sales		$	1,246.1		$	1,314.2		$	1,358.7		$	1,426.5
Gross profit		388.9			416.8			431.7			456.7
Operating income		232.1		(1)	255.8			267.8		(2)	278.9		(3)
Net income attributable to Amphenol Corporation		158.5		(1)	174.9			182.2		(2)	193.5		(3)
Net income per common share—Basic		0.50		(1)	0.56			0.58		(2)	0.62		(3)
Net income per common share—Diluted		0.49		(1)	0.54			0.57		(2)	0.61		(3)
2013
Net sales		$	1,079.8		$	1,136.1		$	1,153.1		$	1,245.7
Gross profit		337.9			359.8			363.8			389.3
Operating income		207.0			224.0			224.5		(5)	241.4		(6)
Net income attributable to Amphenol Corporation		153.0		(4)	154.0			160.8		(5)	167.9		(6)
Net income per common share—Basic		0.48		(4)	0.48			0.51		(5)	0.53		(6)
Net income per common share—Diluted		0.47		(4)	0.47			0.50		(5)	0.52		(6)

(1) Operating income, net income and net income per common share includes acquisition-related expenses of $2.0 ($1.3 after-tax), or $0.01 per share, relating to the amortization of the value associated with acquired backlog relating to an acquisition completed by the Company in the fourth quarter of 2013. Excluding this effect, net income per common share-diluted was $0.50 for the three months ended March 31, 2014.

(2) Operating income, net income and net income per common share includes acquisition-related expenses of $2.5 ($2.5 after-tax), or $0.01 per share relating to 2014 acquisitions. Excluding this effect, net income per common share-diluted was $0.58 for the three months ended September 30, 2014.

(3) Operating income, net income and net income per common share includes acquisition-related expenses of $1.8 ($1.5 after-tax) relating to 2014 acquisitions and $7.8 ($4.9 after-tax) relating to the acquired backlog of an acquisition completed in the third quarter of 2014 which aggregates $0.02 per share. Excluding these effects, net income per common share-diluted was $0.63 for the three months ended December 31, 2014.

(4) Net income and net income per common share includes an income tax benefit of $11.3, or $0.03 per share, resulting from the delay, by the U. S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the benefit to the Company of $11.3 relating to the 2012 tax year was recorded as a benefit in the first quarter of 2013 at the date of reinstatement. Excluding this effect, net income per common share-diluted was $0.44 for the three months ended March 31, 2013.

(5) Operating income, net income and net income per common share includes acquisition-related transaction expenses of $2.5 ($2.1 after tax) or $0.01 per share, relating to 2013 acquisitions. Net income and net income per common share also includes a $3.6, or $0.02 per share, income tax benefit due primarily to the favorable completion of prior year audits. Excluding the effect of these items, net income per common share-diluted was $0.49 for the three months ended September 30, 2013.

(6) Operating income, net income and net income per common share includes acquisition-related expenses of $3.4, ($2.4 after tax) or $0.01 per share, relating to 2013 acquisitions. Excluding this effect, net income per common share-diluted was $0.53 for the three months ended December 31, 2013.