Amphenol (APH) 10-K risk factor changes: FY2015 vs FY2014

Additional risks and uncertainties not presently known to the Company or that it currently deems immaterial may also impair the Company’s [removed: business] [added: business, operations, liquidity] and [removed: operations.][added: financial condition.]

Approximately [removed: 51%] [added: 49%] of the Company’s [removed: 2014] [added: 2015] net sales came from sales to the communications industry, including information technology and data communication, wireless communications and broadband communications, with [removed: 17%] [added: 19%] of the Company’s [removed: 2014] [added: 2015] net sales coming from sales to the mobile device market.

These markets are dominated by several large manufacturers and operators who regularly exert significant [removed: price] pressure on their suppliers, including the Company.

[removed: There can be no assurance that the Company will be able to continue to compete successfully in the communications industry, and the] [added: The] Company’s failure to do so could have an adverse effect on the Company’s [added: business,] financial condition and results of operations.

Approximately [removed: 7%] [added: 6%] and [removed: 11%] [added: 8%] of the Company’s [removed: 2014] [added: 2015] net sales came from sales to the broadband communications and mobile networks markets, respectively.

Approximately [removed: 11%] [added: 10%] of the Company’s [removed: 2014] [added: 2015] net sales came from sales to the military market.

The Company participates in a broad spectrum of defense programs and believes that no one program accounted for more than 1% of its [removed: 2014] [added: 2015] net sales.

A significant decline in U.S. defense expenditures and foreign government defense expenditures could [removed: adversely affect the Company’s business and] have an adverse effect on the Company’s [added: business,] financial condition and results of operations.

The Company estimates that products introduced in the last two years accounted for approximately [removed: 20%] [added: 25%] of [removed: 2014] [added: 2015] net sales.

The Company’s long-term results of operations depend substantially upon its ability to continue to conceive, design, source and market [removed: new products and upon continuing market acceptance of its existing and future product lines.]

[added: In the] ordinary course of business, the Company continually develops or creates new product line concepts.

The Credit Agreement, dated as of July 31, 2013, among the Company, certain subsidiaries of the Company and a syndicate of financial institutions (the “Revolving Credit [removed: Facility”),] [added: Facility”) and which also backstops the Company’s commercial paper program,] contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens.

As such, this could adversely affect the [added: Company’s] results of operations, financial condition and cash flows.

The Company monitors the mix of fixed-rate and variable-rate debt, as well as the mix of short-term [removed: debt versus] [added: and] long-term debt.

As of December 31, [removed: 2014, $676.3] [added: 2015, $828.9] million, or [removed: 25%] [added: 29%] of the Company’s outstanding [removed: borrowings] [added: borrowings,] were subject to floating interest rates, primarily due to changes in LIBOR.

As of December 31, [removed: 2014,] [added: 2015,] the Company had the following unsecured Senior Notes outstanding:

| Principal Amount (in millions) | | [removed: |] Fixed Interest Rate | | Maturity | | [removed: Issue Price as a % of Face Value | |]

| 750.0 | | [removed: | 2.55] [added: 2.55%] | | January 2019 | | [removed: 99.846 | |]

| 375.0 | | [removed: | 3.125] [added: 3.125%] | | September 2021 | | [removed: 99.912 | |]

| 500.0 | | [removed: | 4.00] [added: 4.00%] | | February 2022 | | [removed: 99.746 | |]

A 10% change in LIBOR at December 31, [removed: 2014] [added: 2015] would have no material effect on the Company’s interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2015,] [added: 2016,] although there can be no [removed: assurances] [added: assurance] that interest rates will not change significantly.

The Company conducts business in many international currencies through its worldwide operations, and as a result is subject to foreign exchange exposure due to changes in exchange rates of the various [removed: currencies.][added: currencies including possible currency devaluations.]

[removed: The Company attempts to minimize currency exposure risk in a number of ways including producing its] products [removed: in the same country or region in which the products] are sold, thereby generating revenues and incurring expenses in the same currency, cost reduction and pricing actions, and working capital management.

During [removed: 2014,] [added: 2015,] non-U.S. markets constituted approximately [removed: 69%] [added: 70%] of the Company’s net sales, with China constituting approximately [removed: 27%] [added: 30%] of the Company’s net sales.

· [added: credit risks and other] challenges in collecting accounts receivable;

· instability in economic or political conditions, including inflation, [removed: recession] [added: recession, currency exchange restrictions] and actual or anticipated military or political conflicts; and

The Company [removed: has completed a number of acquisitions in the past few years and] anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy.

At December 31, [removed: 2014,] [added: 2015,] the total assets of the Company were [removed: $7,027.0] [added: $7,458.4] million, which included [removed: $2,616.7] [added: $2,692.9] million of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired).

In addition, to the extent such cost increases cannot be recovered through sales price increases or productivity improvements, the Company’s [removed: margin] [added: margins] may decline.

Changes in general economic conditions and other factors beyond the Company’s control may adversely impact its [removed: business.][added: business and operating results.]

The following factors could adversely impact the Company’s [removed: business:][added: business and operating results:]

· Increases in employment costs, particularly in low-cost regions in which the Company currently operates; [added: and]

· Changes in assumptions, such as discount rates and lower than expected investment performance related to the Company’s benefit [removed: plans; and][added: plans.]

Furthermore, there has been a trend on the part of OEM customers to consolidate their lists of qualified suppliers to companies that have the ability to meet certain quality, delivery and other standards while maintaining competitive prices.

There can be no assurance that the Company will be able to meet these standards or maintain competitive pricing and therefore continue to compete successfully in the communications industry.

new products and upon continuing market acceptance of its existing and future product lines.

As of December 31, 2015, the Company had outstanding borrowings under the Revolving Credit Facility and the commercial paper program of nil and $823.9 million, respectively.

| --- | --- | --- | --- | --- | --- |

| $375.0 | | 1.55% | | September 2017 | |

The Company attempts to minimize currency exposure risk in a number of ways including producing its products in the same country or region in which the

The Company has completed a number of acquisitions recently, including the acquisition of FCI Asia Pte Ltd (“FCI”) on January 8, 2016.

Cybersecurity incidents on our information technology systems could disrupt business operations, resulting in adverse impacts to our reputation and operating results and potentially lead to litigation.

Global cybersecurity threats to the Company could lead to unauthorized access to the Company’s information technology systems, products, customers, suppliers, and third party service providers.

Cybersecurity incidents could potentially result in the disruption of our business operations, and the misappropriation, destruction, or corruption of critical data and confidential or

proprietary technological information.

Despite the Company’s implementation of preventative security measures to prevent, detect, address and mitigate these threats, which includes the continuous monitoring of its information technology systems and networks and maintenance of backup systems, our infrastructure may still be susceptible to disruptions from a cybersecurity incident, security breaches, computer viruses, outages, systems failures, natural disasters, or catastrophic events, any of which could include reputational damage and litigation with third parties, which could adversely affect our business and operating results.

Such threats experienced to date have not had a material impact on the Company’s business.

The Company’s operations and performance depend significantly on global and regional economic conditions.

· Uncertainty about global and regional economic conditions that result in postponement of spending, in response to tighter credit, financial market volatility and other factors;

In the

In 2014, the Company issued $750.0 million principal amount of unsecured 2.55% senior notes due January 2019, $375.0 million principal amount of unsecured 1.55% senior notes due September 2017 and $375.0 million principal amount of unsecured 3.125% senior notes due September 2021.

The Company used all of the net proceeds of these offerings to repay the outstanding $600.0 million 4.75% senior notes that were due in November 2014 and to repay amounts outstanding under its Revolving Credit Facility and Credit Agreement, which reduced the Company’s interest expense.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| $ | 375.0 | | 1.55 | % | September 2017 | | 99.898 | % |

| | | | | | | | | |

· Failures of our management information or other systems due to cyber-attacks, computer viruses and other security breaches despite the Company’s implementation of information technology security measures.

The following discussion and analysis of the results of operations for the three years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] has been derived from and should be read in conjunction with the [removed: consolidated financial statements] [added: Consolidated Financial Statements] included in Part II, Item 8 herein [removed: (dollars] [added: and is presented] in [removed: millions] [added: millions,] except per share [removed: data).][added: data.]

In [removed: 2014,] [added: 2015,] approximately [removed: 69%] [added: 70%] of the Company’s sales were outside the U.S. The primary end markets for our products are:

There has been a trend on the part of OEM customers to consolidate their lists of qualified suppliers to companies that have [removed: a global presence, can] [added: the ability to] meet [removed: quality and] [added: certain quality,] delivery [removed: standards, have a broad product portfolio] and [removed: design capability and have] [added: other standards while maintaining] competitive prices.

The Company’s strategy is to provide [added: its customers with] comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide basis while maintaining continuing programs of productivity improvement and cost [removed: control in the areas in which it competes.][added: control.]

The Company focuses its research and development efforts through close collaboration with its OEM customers to develop highly-engineered products that meet customer needs and have the potential for broad market applications and significant sales within a [removed: one-to-three year] [added: one-to three-year] period.

In [removed: 2014,] [added: 2015,] the Company reported net sales, operating income and net income attributable to Amphenol Corporation of [removed: $5,345.5, $1,034.6] [added: $5,568.7, $1,104.7] and [removed: $709.1,] [added: $763.5,] respectively, up [removed: 16%, 15%] [added: 4%, 7%] and [removed: 12%,] [added: 8%,] respectively, from [removed: 2013.][added: 2014.]

The Company uses cash generated from operations to fund capital expenditures and acquisitions, [added: repurchase shares of its common stock, pay dividends and reduce indebtedness.]

In [removed: 2014,] [added: 2015,] the Company generated operating cash flow of [removed: $880.9.][added: $1,030.5.]

| | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] | |

| Cost of sales | | [removed: 68.3] [added: 68.1] | | [removed: 68.5] [added: 68.3] | | [removed: 68.7] [added: 68.5] | |

| Acquisition-related expenses | | [removed: 0.2] [added: 0.1] | | 0.2 | | [removed: —] [added: 0.2] | |

| Selling, general and administrative expenses | | [removed: 12.1] [added: 12.0] | | [removed: 11.9] [added: 12.1] | | [removed: 12.0] [added: 11.9] | |

| Operating income | | [removed: 19.4] [added: 19.8] | | 19.4 | | [removed: 19.3] [added: 19.4] | |

| Interest expense | | [removed: (1.5] [added: (1.2] | ) | [removed: (1.4] [added: (1.5] | ) | (1.4 | ) |

| Other income, net | | 0.3 | | 0.3 | | [removed: 0.2] [added: 0.3] | |

| Income before income taxes | | [removed: 18.2] [added: 18.9] | | [removed: 18.3] [added: 18.2] | | [removed: 18.1] [added: 18.3] | |

| Provision for income taxes | | [removed: (4.8] [added: (5.0] | ) | [removed: (4.5] [added: (4.8] | ) | [removed: (5.1] [added: (4.5] | ) |

| Net income | | [removed: 13.4] [added: 13.9] | | [removed: 13.8] [added: 13.4] | | [removed: 13.0] [added: 13.8] | |

| Net income attributable to noncontrolling interests | | [removed: (0.1] [added: (0.2] | ) | [removed: — | |] (0.1 | ) | [added: — | |]

| Net income attributable to Amphenol Corporation | | [removed: 13.3] [added: 13.7] | % | [removed: 13.8] [added: 13.3] | % | [removed: 12.9] [added: 13.8] | % |

The increase in Selling, general and administrative expenses as a percentage of sales in 2014 compared to 2013 is partially due to higher selling, general and administrative expenses on a percent of net sales basis arising from the inclusion in 2014 of an acquisition in the [removed: interconnect product] [added: Interconnect Products] and [removed: assemblies] [added: Assemblies] segment completed late in 2013 that has higher selling, general and administrative expenses on a percent of net sales basis compared to the average of the Company.

Operating margin in the Interconnect Products and Assemblies segment was 21.8% for both 2014 and 2013 reflecting higher gross profit margin offset by higher selling, general and administrative [removed: expense] [added: expenses] as described above.

Net sales were [removed: $4,614.7] [added: $5,568.7] for the year ended December 31, [removed: 2013] [added: 2015] compared to [removed: $4,292.1] [added: $5,345.5] for the year ended December 31, [removed: 2012,] [added: 2014,] an increase of [removed: 8%] [added: 4%] in U.S. dollars, [removed: 7%] [added: 8%] in local currencies and [removed: 4%] [added: 3%] organically (excluding both currency and acquisition [removed: impacts).][added: impacts) over the prior year.]

Sales in the Interconnect Products and Assemblies segment (approximately [removed: 93%] [added: 94%] of net sales) increased [removed: 7%] [added: 5%] in [removed: 2013] [added: 2015] in U.S. [removed: dollars and] [added: dollars, 8%] in local currencies and [removed: 4%] [added: 3%] organically compared to [removed: 2012 ($4,269.0] [added: 2014 ($5,239.1] in [removed: 2013] [added: 2015] versus [removed: $3,987.3] [added: $4,992.6] in [removed: 2012).][added: 2014).]

Sales to the mobile networks market [removed: increased] [added: decreased] (approximately [removed: $23.0),] [added: $101.7),] primarily due to [removed: an increase] [added: a decrease] in worldwide [added: mobile] network [removed: build-outs with particular strength in North America and Europe.][added: build-outs.]

Sales to the [removed: mobile devices] [added: military] market [removed: increased] [added: decreased] slightly (approximately [removed: $4.6).][added: $3.8).]

Geographically, sales in the U.S. in [removed: 2013] [added: 2015] increased approximately [removed: 4% ($1,430.6] [added: 1% ($1,696.3] in [removed: 2013] [added: 2015] versus [removed: $1,379.7] [added: $1,673.5] in [removed: 2012)] [added: 2014)] compared to [removed: 2012.][added: 2014.]

International sales for [removed: 2013] [added: 2015] increased approximately [removed: 9%] [added: 5%] in U.S. dollars and [added: approximately 10%] in local currencies [removed: ($3,184.1] [added: ($3,872.4] in [removed: 2013] [added: 2015] versus [removed: $2,912.4] [added: $3,672.0] in [removed: 2012)] [added: 2014)] compared to [removed: 2012] [added: 2014] with [removed: particular] strength in [added: both Asia and] Europe.

The comparatively [removed: weaker] [added: stronger] U.S. dollar in [removed: 2013] [added: 2015] had the effect of [removed: increasing] [added: decreasing] net sales by approximately [removed: $15.4] [added: $190.3] when compared to foreign currency translation rates in [removed: 2012.][added: 2014.]

The gross profit margin as a percentage of net sales was [removed: 31.5%] [added: 31.9%] in [removed: 2013] [added: 2015] compared to [removed: 31.3%] [added: 31.7%] in [removed: 2012.][added: 2014.]

The increase in gross profit margin as a percentage of sales relates primarily to higher [added: gross profit] margins in the Interconnect Products and Assemblies segment [removed: due primarily to increased volume] [added: reflecting the benefit of higher volumes] and cost reduction actions.

Operating [removed: margin in] [added: income for] the Interconnect Products and Assemblies segment [added: for 2015] was [added: $1,158.3 or 22.1% of net sales, compared to $1,088.0 or] 21.8% [removed: and 21.5%] of [added: net] sales [removed: in 2013 and 2012, respectively.][added: of 2014.]

For the years ended December 31, [removed: 2013] [added: 2015] and [removed: 2012,] [added: 2014,] these expenses had [removed: an] [added: the] impact on net income of [removed: $4.6,] [added: $5.7,] or [removed: $0.01] [added: $0.02] per share, and [removed: $2.0,] [added: $10.2,] or [removed: $0.01] [added: $0.04] per share, respectively.

Excluding the effect of these expenses, operating income margin [removed: was 19.6%] in [removed: 2013 compared to 19.3% in 2012.][added: 2015 and 2014 was 19.9% and 19.6%, respectively.]

Selling, general and administrative expenses were [removed: $548.1 and $512.9 in 2013] [added: $669.1] and [removed: 2012] [added: $645.1] and represented approximately [removed: 11.9%] [added: 12.0% and 12.1%] of net sales for [removed: 2013] [added: 2015] and [removed: 2012,] [added: 2014,] respectively.

Administrative expenses increased approximately [removed: $9.9] [added: $9.6] in [removed: 2013] [added: 2015] primarily related to increases in [removed: employee related benefits, stock-based compensation expense and] [added: the] amortization of acquisition-related identified intangible assets and [added: stock-based compensation expense and] represented approximately [removed: 4.6% and 4.7%] [added: 4.8%] of net sales in [removed: 2013] [added: both 2015] and [removed: 2012, respectively.][added: 2014.]

Research and development expenses increased approximately [removed: $11.0] [added: $9.9] in [removed: 2013] [added: 2015] reflecting [removed: increases] [added: an overall increase] in expenses for new product development and represented approximately 2.2% of net sales [removed: for both 2013] [added: in 2015] and [removed: 2012.]

Selling and marketing expenses increased approximately [removed: $14.3] [added: $4.5] in [removed: 2013] [added: 2015] primarily related to the increase in sales volume and represented approximately [removed: 5.1%] [added: 5.0%] of net sales [removed: for both 2013] [added: in 2015] and [removed: 2012.][added: 5.1% of net sales in 2014.]

Other income, net, [removed: was $13.4 for 2013] [added: decreased to $16.4 in 2015] compared to [removed: $10.1 for 2012,] [added: $18.3 in 2014,] primarily related to [added: lower] interest income on [removed: higher levels of] cash, cash equivalents and short-term investments.

The provision for income taxes was at an effective rate of [removed: 24.6%] [added: 26.6%] in [removed: 2013] [added: 2015] and [removed: 28.2%] [added: 26.5%] in [removed: 2012.][added: 2014.]

The Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

_2015 Compared to 2014_

The sales growth was driven by increases in the automotive, mobile devices, industrial and information technology and data communications equipment markets, with contributions from both organic growth and the Company’s acquisition program; partially offset by decreases in sales in the mobile networks, commercial aerospace and military markets.

Sales to the automotive market increased (approximately $190.9), driven both by acquisitions and an expansion of our products across a diversified range of vehicles and onboard electronics.

Sales to the mobile devices market increased (approximately $116.5) primarily due to growth in next generation laptops, mobile device accessories and production-related products.

Sales to the industrial market increased (approximately $43.0) reflecting the benefit of acquisitions as well as growth in industrial battery and hybrid vehicle applications and growth in alternative energy applications, offset by significant declines in products sold into oil and gas exploration.

Sales to the information technology and data communications market increased (approximately $17.6), primarily due to the growth in products for server, web and data center applications, partially offset by declines in storage-related applications.

Sales to the commercial aerospace market decreased (approximately $21.5), primarily due to decreases in commercial helicopter and business jet demand.

Sales in the Cable Products and Solutions segment (approximately 6% of net sales), which is primarily in the broadband communications market, decreased 7% in 2015 in U.S. dollars and 2% in both local currencies and organically compared to 2014 ($329.6 in 2015 versus $352.9 in 2014) primarily due to a slowdown in spending by cable operators and the effect of ongoing operator consolidations in the broadband market.

2.1% of net sales in 2014.

Operating income was $1,104.7 or 19.8% of net sales in 2015, compared to $1,034.6 or 19.4% of net sales in 2014.

Operating income for 2015 includes $5.7 of acquisition-related expenses (separately presented in the Consolidated Statements of Income) related to professional fees and other external expenses for acquisitions that were closed and announced in 2015.

Operating income for 2014 is net of $14.1 of acquisition-related expenses, which included professional and transaction-related fees and other external expenses related to acquisitions closed in 2014, as well as the amortization of the value associated with acquired backlog related to acquisitions that closed in 2013 and 2014.

This increase in operating income margin is driven primarily by the positive impact of higher gross profit margins as well as a reduction of selling, general and administrative expenses as a percentage of net sales, as described above.

In addition, the operating income for the Cable Products and Solutions segment for 2015 was $40.3 or 12.2% of net sales, compared to $43.7 or 12.4% of net sales for 2014.

The decrease in operating income margin for the Cable Products and Solutions segment for 2015 compared to 2014 was primarily as a result of lower volumes.

Interest expense was $68.3 for 2015 compared to $80.4 for 2014.

The decrease is primarily attributable to the benefit of lower average borrowing rates resulting from the commercial paper program that was initiated in late 2014, and a senior note issuance in the third quarter of 2014 which replaced a higher rate note maturity.

This benefit more than offset the impact of higher average debt levels which resulted from the Company’s stock repurchase program as well as acquisition activity.

Inventories decreased $13.8 to $851.8, primarily due to the impact of Translation, partially offset by the impact of acquisitions.

Accounts payable decreased $30.6 to $587.8, primarily as a result of Translation, partially offset by the impact of acquisitions.

The majority of these amounts are located outside of the U.S. The Company used approximately $1,179, net of cash acquired, of its cash, cash equivalents and short-term investments to fund the FCI acquisition on January 8, 2016, as described below.

There were no borrowings under the Revolving Credit Facility as of December 31, 2015.

As of December 31, 2015, the Company has outstanding senior notes (the “Senior Notes”) as follows:

| Principal Amount | | Interest Rate | | Maturity | |

| --- | --- | --- | --- | --- | --- |

| $375.0 | | 1.55% | | September 2017 | |

| 750.0 | | 2.55 | | January 2019 | |

| 375.0 | | 3.125 | | September 2021 | |

| 500.0 | | 4.00 | | February 2022 | |

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 of 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.

During the year ended December 31, 2015, the Company repurchased 4.5 million shares of its common stock for $248.9.

These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly.

At January 31, 2016, approximately 5.5 million additional shares of common stock may be repurchased under the 2015 Stock Repurchase Program.

In 2015, the Company made aggregate cash contributions to its defined benefit pension plans of approximately $24.1, the majority of which was to its U.S. defined benefit pension plans.

The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the plan assets.

_FCI Acquisition_

On January 8, 2016, pursuant to a Purchase Agreement dated July 17, 2015 and as amended on December 31, 2015, by and among the Company and Bain Capital, the Company acquired all of the share capital of FCI for an aggregate purchase price of approximately $1,179, net of cash acquired (subject to closing adjustments), which was funded by cash, cash equivalents and short-term investments on hand that were held outside of the United States.

repurchase shares of its common stock, pay dividends and reduce indebtedness.

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.

Cable Products and Solutions sales are primarily in the broadband communications market.

Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012.

The 2013 tax rate also reflects a reduction in tax expense of $3.6 for tax reserve adjustments relating to the completion of the audits of certain of the Company’s prior year tax returns.

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.

_2013 Compared to 2012_

The sales growth was driven by increases in nearly all of our served markets with contributions from both organic growth and the Company’s acquisition program.

Sales to the automotive market increased (approximately $104.0), driven primarily by participation in new programs, higher vehicle volumes and acquisitions.

Sales to the IT and data communications equipment market increased (approximately $57.7), primarily due to broad-based strength in servers, storage and network hardware.

Sales to the commercial aerospace market increased (approximately $54.0) due to increased demand driven by higher levels of airplane production and new airplane platforms and acquisitions.

Industrial market sales increased (approximately $42.9), primarily reflecting the impact of acquisitions.

This was partially offset by reductions in sales to the military market (approximately $9.8), primarily due to reductions in procurement by defense contractors related to budget uncertainties.

Sales in the Cable Products and Solutions segment (approximately 7% of net sales) increased 13% in 2013 in U.S. dollars and 14% in local currencies and were down 3% organically compared to 2012 ($345.7 in 2013 versus $304.8 in 2012).

Increased sales levels were due to a 2012 acquisition which was partially offset by overall lower spending at cable operators.

Operating margin in the Cable Products and Solutions segment decreased to 13.4% in 2013 from 13.5% of sales in 2012, primarily as a result of market pricing and product mix.

On a consolidated basis, operating income margin was 19.4%, up 10 basis points from 2012, which included the impact of acquisition-related expenses discussed below.

As separately presented in the Consolidated Statements of Income, the Company incurred $6.0 and $2.0 of acquisition-related expenses in 2013 and 2012, respectively, in connection with acquisitions made during each of these respective years.

These expenses include professional fees, transaction-related fees and other external expenses incurred in connection with acquisitions.

Interest expense was $63.6 for 2013 compared to $59.6 for 2012.

The increase is primarily attributed to higher average debt levels from the Company’s acquisitions and stock repurchase programs.

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.

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.

Inventories increased $73.0, to $865.6, primarily due to the impact of higher sales activity and the impact of acquisitions of $32.8 offset by Translation.

Other current assets increased $13.4 to $185.2, primarily due to increases in deferred tax assets of $14.0 and the impact of acquisitions.

Accounts payable increased $68.5, to $618.4, primarily as a result of an increase in purchasing activity during the year related to higher sales levels, the impact of acquisitions of $24.4 offset by Translation.

Total accrued expenses increased $28.4 to $386.9, primarily due to increases in accrued salaries, accrued interest and the impact of acquisitions of $16.0 offset by Translation.

Accrued pension benefit obligations and other long-term liabilities increased $124.6 to $371.2 due primarily to an increase in the projected benefit obligation relating to the Company’s pension plans as a result of a change in discount rate and mortality assumptions and an increase in deferred tax liabilities.

$324.7, capital expenditures of $158.4, dividend payments of $96.8, net purchases of short-term investments of $53.7 and payments to shareholders of noncontrolling interests of $4.4, which resulted in an increase in cash and cash equivalents including the impact of Translation of $184.3.

In 2014, the Company issued $750.0 principal amount of unsecured 2.55% senior notes due January 2019, $375.0 principal amount of unsecured 1.55% senior notes due September 2017 and $375.0 principal amount of unsecured 3.125% senior notes due September 2021.

earnings were reduced accordingly.

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.

As of December 31, [removed: 2014,] [added: 2015,] the Company had [removed: five] [added: six] forward contracts of varying amounts that effectively fixed Euro, Great Britain Pound and [removed: U.S. dollar] [added: Korean Won] intercompany debt obligations into fixed Hong Kong dollar denominated obligations expiring [added: at various times through 2017 concurrent with the underlying intercompany loans.]

The fair value of the contracts at December 31, [removed: 2014] [added: 2015] resulted in [removed: an] [added: a net] asset of [removed: $11.0.][added: $3.3.]

A 10% change in foreign currency exchange rates at December 31, [removed: 2014] [added: 2015] would not have a material effect on the value of [removed: hedge assets.][added: the hedges.]

Refer to Note 3 of the [added: Notes to the] Consolidated Financial Statements for a discussion of derivative financial instruments.

The Company manages its exposure to interest rate risk through a [removed: proportion] [added: mix] of fixed and variable rate debt.

In 2014, the Company issued $750.0 principal amount of unsecured 2.55% senior notes due January [removed: 2019 at 99.846% of their face value,] [added: 2019,] $375.0 principal amount of unsecured 1.55% senior notes due September 2017 [removed: at 99.898% of their face value] and $375.0 principal amount of unsecured 3.125% senior notes due September [removed: 2021 at 99.912% of their face value.][added: 2021.]

The Company used all of the net proceeds to repay the outstanding $600.0 million 4.75% senior notes that were due in November 2014 and to repay amounts outstanding under its Revolving Credit Facility and [removed: Credit Agreement,] [added: credit facilities,] which reduced the Company’s interest expense.

[removed: Borrowings] [added: Any borrowings] under [removed: these agreements] [added: the Revolving Credit Facility and Commercial Paper Program] either bear interest at or trade at rates that fluctuate with a spread over LIBOR.

As of December 31, [removed: 2014, $671.0,] [added: 2015, $828.9,] or [removed: 25%] [added: 29%] of the Company’s outstanding borrowings, related mainly to its [removed: commercial paper program,] [added: Commercial Paper Program,] were subject to floating interest rates, primarily due to changes in LIBOR.

At December 31, [removed: 2014,] [added: 2015,] the Company’s average LIBOR rate was [removed: 0.38%.][added: 0.88%.]

A 10% change in the LIBOR interest rate at December 31, [removed: 2014] [added: 2015] would not have a material effect on interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2015,] [added: 2016,] although there can be no assurances that interest rates will not change significantly.

at various times throughout 2015 concurrent with the underlying intercompany loans.

Throughout the year, the Company borrows under its Revolving Credit Facility, Credit Agreement and commercial paper program.

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 [removed: sensor- based] [added: sensor-based] products and coaxial and high-speed specialty cable.

The Company estimates, based on reports of industry analysts, that the worldwide sales of interconnect and sensor-related products were approximately [removed: $133] [added: $130] billion in [removed: 2014.][added: 2015.]

The Company’s strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a [removed: world-wide] [added: worldwide] basis while maintaining continuing programs of productivity improvement and cost control.

The Company operates through two reporting segments: [added: (i)] Interconnect Products and Assemblies and [added: (ii)] Cable Products and Solutions.

The Interconnect [removed: Product] [added: Products] and Assemblies segment primarily designs, [removed: manufacturers] [added: manufactures] 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, [removed: manufacturers] [added: manufactures] 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 table below provides a summary of our reporting segments, the [removed: 2014] [added: 2015] net sales contribution of each segment, the primary industry and end markets that we service and our key products:

| Key Products | | Connector and Connector Systems: · fiber optic interconnect products · harsh environment interconnect products · high speed interconnect products · power interconnect products, bus bars and distribution systems · radio frequency interconnect products and antennas · other connectors Value-Add Products: · backplane interconnect systems · cable assemblies and harnesses · cable management products Other: · antennas · flexible and rigid printed circuit boards · hinges · [removed: installation] [added: production-related] accessories · molded parts · sensors and sensor-based products | | Cable: · coaxial cable · power cable · specialty cable Value-Add Products: [removed: ·] [added: ·] cable assemblies Components: · combiner/splitter products · connector and connector systems · fiber optic components |

· _Pursue strategic acquisitions and investments_ - The Company believes that the [removed: fragmented] interconnect [added: and sensor] industry [added: is highly fragmented and] continues to provide significant opportunities for strategic acquisitions.

Accordingly, we continue to pursue acquisitions of [removed: high growth] [added: high-growth] potential companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence.

In [removed: 2014,] [added: 2015,] the Company invested [removed: $518] [added: approximately $200] million [added: primarily] in [removed: two] [added: three] separate acquisitions in the [removed: automotive] [added: automotive, military, commercial aerospace] and industrial markets, which broadened and enhanced the Company’s customer base and product offerings in these markets.

In addition, Amphenol has developed advanced technology solutions for hybrid-electric vehicles and is working with [removed: the] leading global customers to proliferate these advanced interconnect products into next-generation automobiles.

Sales into the automotive market represented approximately [removed: 15%] [added: 18%] of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

Sales into the broadband communications market represented approximately [removed: 7%] [added: 6%] of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

_Commercial Aerospace_ - Amphenol is a leading provider of high-performance interconnect systems and components to the [removed: rapidly expanding] commercial aerospace market.

In addition to connector and [added: interconnect] assembly products, the Company also provides [added: rigid and flexible printed circuits as well as] high technology cable management products.

Sales into the commercial aerospace market represented approximately 6% of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

_Industrial_ - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect [removed: systems and] [added: systems,] sensors [added: and antennas] for a broad range of industrial applications.

[added: Sales into the] industrial market represented approximately 17% of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

Whether industry standard or application-specific designs are required, Amphenol provides customers with products that enable performance at the leading edge of next-generation, [removed: high-speed] [added: high-speed, power and fiber optics] technology.

Sales into the IT and datacom market represented approximately 16% of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

· [added: cloud computing and] data centers

Amphenol is a technology leader, participating in [removed: all] major programs from the earliest inception across each phase of the production cycle.

Sales into the military market represented approximately [removed: 11%] [added: 10%] of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

Sales into the mobile devices market represented approximately [removed: 17%] [added: 19%] of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

The Company’s products are used in virtually every wireless communications standard, [removed: including 3G, 3.5G, 4G, LTE, TD-LTE and other future IP-based solutions.]

[added: Sales into the mobile] networks market represented approximately [removed: 11%] [added: 8%] of the Company’s net sales in [removed: 2014] [added: 2015] with sales into the following primary end applications:

We believe that [removed: this] [added: our] diversified customer base provides us an opportunity to leverage our skills and experience across markets and reduces our exposure to particular end markets.

There has been a trend on the part of original equipment manufacturer (“OEM”) customers to consolidate their lists of qualified suppliers to companies that have [removed: a broad portfolio of leading technology solutions, design capability, global presence, and] the ability to meet [removed: quality and] [added: certain quality,] delivery [added: and other] standards while maintaining competitive prices.

By working with customers in developing new products and technologies, the Company is able to identify and act on trends and leverage knowledge about next-generation technology across our [added: portfolio of] products.

In addition, the Company has concentrated its efforts on service, procurement and manufacturing improvements [removed: focused on increasing] [added: designed to increase] product quality and [removed: lowering] [added: lower] product lead-time and cost.

No single customer accounted for [removed: more than] 10% [added: or more] of the Company’s net sales for the years ended December 31, [removed: 2014, 2013] [added: 2014] or [removed: 2012.][added: 2013.]

The Company’s sales to distributors represented approximately [removed: 13%] [added: 12%] of the Company’s net sales in [removed: 2014.][added: 2015.]

The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping, plating, turning, extruding, die casting and assembly operations [removed: as well as] [added: and] proprietary process technology for specialty and coaxial cable production [removed: as well as] [added: and] sensor fabrication.

The Company has an established manufacturing presence in [removed: over] [added: approximately] 30 countries.

[removed: We believe our balanced] geographic distribution lowers our exposure to any particular geography.

| | | [removed: 2014] [added: 2015] | | [removed: 2013] [added: 2014] | | [removed: 2012] [added: 2013] | |

| United States | | [removed: 31] [added: 30%] | [removed: %] | [removed: 31] [added: 31%] | [removed: %] | [removed: 32] [added: 31%] | [removed: %] |

| Other international locations | | [removed: 42] [added: 40%] | [removed: %] | [removed: 42] [added: 42%] | [removed: %] | [removed: 43] [added: 42%] | [removed: %] |

Net sales by geographic [removed: area] [added: region] are based on the customer location to which the product is shipped.

| % of 2015 Net Sales: | | 94% | | 6% |

In addition, in January 2016, the Company completed the acquisition of FCI Asia Pte Ltd (“FCI”) for an aggregate purchase price of approximately $1,179 million, net of cash acquired (subject to closing adjustments), which further strengthened our customer base and product offerings in the information technology and data communications, industrial, mobile networks, automotive and mobile devices markets.

· batteries and hybrid drive systems

· internet of things

· power distribution

· homeland security

· production-related products

including 3G, 3.5G, 4G, LTE, TD-LTE, 5G and other future IP-based solutions.

For a discussion of risks related to the Company’s sales to OEMs, see the risk factor titled “The Company is dependent on the communications industry, including information technology and data communications, wireless communications and broadband communications” in Part I, Item 1A herein.

During the year ended December 31, 2015, aggregate sales to Apple Inc., including sales of products to EMS companies and subcontractors that the Company believes are manufacturing products on their behalf, accounted for approximately 11% of our net sales.

We believe our balanced

| China | | 30% | | 27% | | 27% | |

| Total | | 100% | | 100% | | 100% | |

| --- | --- | --- | --- | --- |

| % of 2014 Net Sales: | | 93% | | 7% |

Sales into the

Sales into the mobile

For a discussion of risks related to the Company’s foreign operations, see the risk factor titled “The Company is subject to the risks of political, economic and military instability in countries outside the United States” in Part I, Item 1A herein.

| China | | 27 | % | 27 | % | 25 | % |

| Total | | 100 | % | 100 | % | 100 | % |

Should one or more of these risks or uncertainties occur, or should the Company’s assumptions

Although the [removed: amount of any ultimate] [added: potential] liability with respect to such [removed: matters] [added: legal actions] cannot be [removed: precisely determined, in the opinion of management,] [added: reasonably estimated,] such matters are not expected to have a material adverse effect on the Company’s financial [removed: condition or] [added: condition,] results of [removed: operations.][added: operations or cash flows.]

For the Fiscal Year Ended December 31, [removed: 2014][added: 2015]

[removed: ][added: ]

| Class A Common Stock, $.001 par value | | New York Stock [removed: Exchange, Inc.] [added: Exchange] |

The aggregate market value of Amphenol Corporation Class A Common Stock, $.001 par value, held by non-affiliates was approximately [removed: $13,355] [added: $15,287] million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, [removed: 2014.][added: 2015.]

As of January 31, [removed: 2015,] [added: 2016,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 310,195,600][added: 308,038,077.]

| [removed: [PART I](#Parti_200437] [added: [PART I](#PARTI_101241] "Click to goto [removed: ")] [added: ")] | | | | |

| | [removed: [Item 1.](#Item1_Business_200440 "Click to goto ")] [added: [Item 1.](#Item1_Business_101243)] | [removed: [Business](#Item1_Business_200440 "Click to goto ")] [added: [Business](#Item1_Business_101243)] | | 2 |

| | | [removed: [General](#General_200453] [added: [General](#General_101245] "Click to goto ") | | 2 |

| | | [Our [removed: Strategy](#OurStrategy_200458] [added: Strategy](#OurStrategy_101253] "Click to goto ") | | 3 |

| | | [removed: [Markets](#Markets_200501] [added: [Markets](#Markets_101256] "Click to goto ") | | 4 |

| | | [Customers and [removed: Geographies](#CustomersAndGeographies_200509] [added: Geographies](#CustomersandGeographies_101309] "Click to goto ") | | 6 |

| | | [removed: [Manufacturing](#Manufacturing_200512] [added: [Manufacturing](#Manufacturing_101312] "Click to goto ") | | 6 |

| | | [Research and [removed: Development](#ResearchAndDevelopment_200517] [added: Development](#ResearchandDevelopment_101316] "Click to goto ") | | 7 |

| | | [Intellectual [removed: Property](#IntellectualProperty_200521] [added: Property](#IntellectualProperty_101318] "Click to goto ") | | 7 |

| | | [Raw [removed: Materials](#RawMaterials_200524] [added: Materials](#RawMaterials_101353] "Click to goto ") | | 8 |

| | | [removed: [Competition](#Competition_200527] [added: [Competition](#Competition_101355] "Click to goto ") | | 8 |

| | | [removed: [Backlog](#Backlog_200530] [added: [Backlog](#Backlog_101357] "Click to goto ") | | 8 |

| | | [removed: [Employees](#Employees_200533] [added: [Employees](#Employees_101358] "Click to goto ") | | 8 |

| | | [Environmental [removed: Matters](#EnvironmentalMatters_200535] [added: Matters](#EnvironmentalMatters_101400] "Click to goto ") | | 8 |

| | | [removed: [Other](#Other_200538] [added: [Other](#Other_101401] "Click to goto ") | | 8 |

| | | [Cautionary Information for Purposes of Forward Looking [removed: Statements](#CautionaryInformationForPurposesO_200543] [added: Statements](#CautionaryInformationforPurposes_101405] "Click to goto ") | | 8 |

| | [removed: [Item 1A.](#Item1a_RiskFactors_200549)] [added: [Item 1A.](#Item1A_RiskFactors_101408)] | [removed: [Risk Factors](#Item1a_RiskFactors_200549)] [added: [Risk Factors](#Item1A_RiskFactors_101408)] | | 9 |

| | [removed: [Item 1B.](#Item1b_UnresolvedStaffComments_200613)] [added: [Item 1B.](#Item1B_UnresolvedStaffComments_101433)] | [removed: [Unresolved] [added: [Unresolved] Staff [removed: Comments](#Item1b_UnresolvedStaffComments_200613)] [added: Comments](#Item1B_UnresolvedStaffComments_101433)] | | 12 |

| | [removed: [Item 2.](#Item2_Properties_200617)] [added: [Item 2.](#Item2_Properties_101435)] | [removed: [Properties](#Item2_Properties_200617)] [added: [Properties](#Item2_Properties_101435)] | | 12 |

| | [removed: [Item 3.](#Item3_LegalProceedings_200620)] [added: [Item 3.](#Item3_LegalProceedings_101438)] | [removed: [Legal Proceedings](#Item3_LegalProceedings_200620)] [added: [Legal Proceedings](#Item3_LegalProceedings_101438)] | | 12 |

| | [removed: [Item 4.](#Item4_MineSafetyDisclosures_193011)] [added: [Item 4.](#Item4_MineSafetyDisclosures_101439)] | [removed: [Mine] [added: [Mine] Safety [removed: Disclosures](#Item4_MineSafetyDisclosures_193011)] [added: Disclosures](#Item4_MineSafetyDisclosures_101439)] | | [removed: 13] [added: 12] |

| [removed: [PART II](#Partii_193047] [added: [PART II](#PARTII_101444] "Click to goto [removed: ")] [added: ")] | | | | |

| | [removed: [Item 5.](#Item5_MarketForTheRegistrantsComm_193052)] [added: [Item 5.](#Item5_MarketforRegistrantsCommon_101442)] | [removed: [Market] [added: [Market] for [removed: the] Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5_MarketForTheRegistrantsComm_193052)] [added: Securities](#Item5_MarketforRegistrantsCommon_101442)] | | 13 |

| | [removed: [Item 6.](#Item6_SelectedFinancialData_193107)] [added: [Item 6.](#Item6_SelectedFinancialData_101452)] | [removed: [Selected] [added: [Selected] Financial [removed: Data](#Item6_SelectedFinancialData_193107)] [added: Data](#Item6_SelectedFinancialData_101452)] | | 15 |

| | [removed: [Item 7.](#Item7_ManagementsDiscussionAndAna_193116)] [added: [Item 7.](#Item7_ManagementsDiscussionandAn_101458)] | [removed: [Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7_ManagementsDiscussionAndAna_193116)] [added: Operations](#Item7_ManagementsDiscussionandAn_101458)] | | 16 |

| | [removed: [Item 7A.](#Item7a_QuantitativeAndQualitative_193051)] [added: [Item 7A.](#Item7A_QuantitativeandQualitativ_095231)] | [removed: [Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk](#Item7a_QuantitativeAndQualitative_193051)] [added: Risk](#Item7A_QuantitativeandQualitativ_095231)] | | [removed: 25] [added: 26] |

| | [removed: [Item 8.](#Item8_FinancialStatementsAndSuppl_194819)] [added: [Item 8.](#Item8_FinancialStatementsandSupp_095308)] | [removed: [Financial] [added: [Financial] Statements and Supplementary [removed: Data](#Item8_FinancialStatementsAndSuppl_194819)] [added: Data](#Item8_FinancialStatementsandSupp_095308)] | | 27 |

| | | [Report of Independent Registered Public Accounting [removed: Firm](#ReportOfIndependentRegisteredPubl_013404] [added: Firm](#ReportofIndependentRegisteredPub_095357] "Click to goto ") | | 27 |

| | | [Consolidated Statements of [removed: Income](#ConsolidatedStatementsOfIncome_013408] [added: Income](#ConsolidatedStatementsofIncome_095408] "Click to goto ") | | 28 |

| | | [Consolidated Statements of Comprehensive [removed: Income](#ConsolidatedStatementsOfComprehen_013413] [added: Income](#ConsolidatedStatementsofComprehe_095413] "Click to goto ") | | 29 |

| | | [Consolidated Balance [removed: Sheets](#ConsolidatedBalanceSheets_013415] [added: Sheets](#ConsolidatedBalanceSheets_095416] "Click to goto ") | | 30 |

| | | [Consolidated Statements of Changes in [removed: Equity](#ConsolidatedStatementsOfChangesIn_215048] [added: Equity](#ConsolidatedStatementsofChangesi_095422] "Click to goto ") | | 31 |

| | | [Consolidated Statements of Cash [removed: Flow](#ConsolidatedStatementsOfCashFlow_215050] [added: Flow](#ConsolidatedStatementsofCashFlow_095431] "Click to goto ") | | 32 |

| | | [Notes to Consolidated Financial [removed: Statements](#NotesToConsolidatedFinancialState_215127] [added: Statements](#NotestoConsolidatedFinancialStat_095438] "Click to goto ") | | 33 |

| | [removed: [Item 9.](#Item9_ChangesInAndDisagreementsWi_235340)] [added: [Item 9.](#Item9_ChangesinandDisagreementsw_115200)] | [removed: [Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9_ChangesInAndDisagreementsWi_235340)] [added: Disclosure](#Item9_ChangesinandDisagreementsw_115200)] | | [removed: 52] [added: 54] |

10-K 1 a15-23486_110k.htm 10-K

| | | | | |

| | | | | |

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

| | | |

The Company’s plants, [removed: warehouses,] [added: warehouses and] machinery and equipment are in good operating condition, are well maintained and substantially all of its facilities are in regular use.

At December 31, [removed: 2014,] [added: 2015,] the Company operated a total of [removed: 330] [added: approximately 340] plants, warehouses and offices of which (a) the locations in the U.S. had approximately [removed: 3.2] [added: 3.0] million square feet, of which [removed: 1.7] [added: approximately 1.6] million square feet were leased; (b) the locations outside the U.S. had approximately [removed: 10.3] [added: 10.8] million square feet, of which [removed: 7.4] [added: approximately 7.8] million square feet were leased; and (c) the square footage by segment was approximately [removed: 12.6] [added: 13.1] million square feet and [removed: 0.9] [added: approximately 0.7] million square feet for the Interconnect Products and Assemblies segment and the Cable Products and Solutions segment, respectively.

The Company’s common stock has been listed on the New York Stock Exchange since that time under the symbol “APH.” The following table sets forth on a per share basis the high and low [added: closing] sales prices for the common stock for [removed: both 2014] [added: 2015] and [removed: 2013] [added: 2014] as reported on the New York Stock Exchange.

The [removed: below] [added: following] graph compares the [removed: performance] [added: cumulative total return] of Amphenol over a period of five years ending December 31, [removed: 2014] [added: 2015] with the performance of the Standard & Poor’s 500 [added: (“S&P 500”)] Stock Index and the Dow Jones U.S. Electrical Components [removed: and] [added: &] Equipment (“DJUSEC”) Index.

[removed: ][added: ]

As of January 31, [removed: 2015,] [added: 2016,] there were [removed: 36] [added: 40] holders of record of the Company’s common stock.

In July [removed: 2013,] [added: 2014,] the Board of Directors approved an increase in the quarterly dividend rate from [removed: $0.0525 to] $0.10 [added: to $0.125] per share effective with the third quarter [removed: 2013] [added: 2014] dividend and in July [removed: 2014] [added: 2015] approved a further increase in the quarterly dividend rate from [removed: $0.10 to] $0.125 [added: to $0.14] per share effective with the third quarter [removed: 2014] [added: 2015] dividend.

Total dividends declared during [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] were [removed: $140.6] [added: $163.7] million, [removed: $96.8] [added: $140.6] million and [removed: $67.7] [added: $96.8] million, respectively.

Total dividends paid in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] were [removed: $101.9] [added: $159.3] million, [removed: $96.8] [added: $101.9] million and [removed: $70.1] [added: $96.8] million, respectively, including those declared in the prior year and paid in the current year.

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2014.][added: 2015.]

In January [removed: 2013,] [added: 2015,] the Company’s Board of Directors authorized a stock repurchase program under which the Company [removed: could] [added: may] repurchase up to [removed: 20] [added: 10] million shares of [removed: its common stock] [added: Common Stock] during the two year period ending January [removed: 31, 2015] [added: 20, 2017] (the [removed: “2013] [added: “2015] Stock Repurchase Program”).

During the year ended December 31, [removed: 2014,] [added: 2015,] the Company repurchased [removed: 11.4] [added: 4.5] million shares of its common stock for [removed: $539.4] [added: approximately $248.9] million.

The table below reflects the Company’s stock repurchases for the year ended December 31, [removed: 2014:][added: 2015:]

The price and timing of any [removed: such] [added: future] 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.

| | | 2015 | | | | | | 2014 | | | | | |

| First Quarter | | $ | 60.20 | | $ | 51.93 | | $ | 46.63 | | $ | 42.34 | |

| Second Quarter | | 59.54 | | | 55.37 | | | 49.10 | | | 45.26 | | |

| Third Quarter | | 57.45 | | | 49.06 | | | 52.66 | | | 47.33 | | |

| Fourth Quarter | | 55.49 | | | 50.03 | | | 55.45 | | | 45.56 | | |

This graph assumes that $100 was invested in the common stock of Amphenol and each index on December 31, 2010, reflects reinvested dividends and is weighted on a market capitalization basis at the time of each reported data point.

| Equity compensation plans approved by security holders | | 31,153,731 | | $ | 37.63 | | 19,205,254 | |

| Total | | 31,153,731 | | $ | 37.63 | | 19,205,254 | |

The Company did not repurchase any additional shares of Common Stock through January 31, 2016.

At January 31, 2016, approximately 5.5 million additional shares of Common Stock may be repurchased under the 2015 Stock Repurchase Program.

| January 1 to January 31, 2015 | | — | | $ | — | | — | | 10,000,000 | |

| February 1 to February 28, 2015 | | 45,972 | | 53.96 | | | 45,972 | | 9,954,028 | |

| March 1 to March 31, 2015 | | 1,038,827 | | 57.49 | | | 1,038,827 | | 8,915,201 | |

| April 1 to April 30, 2015 | | 615,201 | | 56.63 | | | 615,201 | | 8,300,000 | |

| May 1 to May 31, 2015 | | 834,600 | | 55.82 | | | 834,600 | | 7,465,400 | |

| June 1 to June 30, 2015 | | — | | — | | | — | | 7,465,400 | |

| July 1 to July 31, 2015 | | — | | — | | | — | | 7,465,400 | |

| August 1 to August 31, 2015 | | — | | — | | | — | | 7,465,400 | |

| September 1 to September 30, 2015 | | 1,000,000 | | 51.93 | | | 1,000,000 | | 6,465,400 | |

| October 1 to October 31, 2015 | | — | | — | | | — | | 6,465,400 | |

| November 1 to November 30, 2015 | | — | | — | | | — | | 6,465,400 | |

| December 1 to December 31, 2015 | | 1,000,000 | | 53.31 | | | 1,000,000 | | 5,465,400 | |

| Total | | 4,534,600 | | $ | 54.88 | | 4,534,600 | | 5,465,400 | |

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 per share information reflected below has been retroactively restated to reflect the effect of the stock split for all periods presented.

| | | 2014 | | | | | | 2013 | | | | | |

| First Quarter | | $ | 46.85 | | $ | 42.30 | | $ | 37.33 | | $ | 33.35 | |

| Second Quarter | | 49.38 | | | 45.78 | | | 41.65 | | | 35.75 | | |

| Third Quarter | | 52.92 | | | 47.47 | | | 42.69 | | | 37.06 | | |

| Fourth Quarter | | 55.50 | | | 45.73 | | | 44.59 | | | 37.42 | | |

Total Daily Compounded Return indices reflect reinvested dividends and are weighted on a market capitalization basis at the time of each reported data point.

| Equity compensation plans approved by security holders | | 27,806,260 | | $ | 31.61 | | 25,290,502 | |

| Total | | 27,806,260 | | $ | 31.61 | | 25,290,502 | |

At December 31, 2014, the Company had repurchased all shares authorized under the 2013 Stock Repurchase Program.

| January 1 to January 31, 2014 | | 1,386,000 | | $ | 43.07 | | 1,386,000 | | 10,042,610 | |

| February 1 to February 28, 2014 | | 1,418,778 | | 42.77 | | | 1,418,778 | | 8,623,832 | |

| March 1 to March 31, 2014 | | 17,188 | | 43.88 | | | 17,188 | | 8,606,644 | |

| April 1 to April 30, 2014 | | — | | — | | | — | | 8,606,644 | |

| May 1 to May 31, 2014 | | 2,455,228 | | 47.61 | | | 2,455,228 | | 6,151,416 | |

| June 1 to June 30, 2014 | | 254,400 | | 47.70 | | | 254,400 | | 5,897,016 | |

| July 1 to July 31, 2014 | | 47,800 | | 48.14 | | | 47,800 | | 5,849,216 | |

| August 1 to August 31, 2014 | | 1,348,490 | | 48.55 | | | 1,348,490 | | 4,500,726 | |

| September 1 to September 30, 2014 | | 1,600,000 | | 51.80 | | | 1,600,000 | | 2,900,726 | |

| October 1 to October 31, 2014 | | 2,900,726 | | 47.78 | | | 2,900,726 | | — | |

| November 1 to November 30, 2014 | | — | | — | | | — | | — | |

| December 1 to December 31, 2014 | | — | | — | | | — | | — | |

| Total | | 11,428,610 | | $ | 47.20 | | 11,428,610 | | — | |

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”).

| (dollars [added: and shares] in millions, except per share data) | | [added: 2015 | | |] 2014 | | | 2013 | | | 2012 | | | 2011 | | | [removed: 2010 | | |]

| Net sales | | $ | [removed: 5,345.5] [added: 5,568.7] | | $ | [removed: 4,614.7] [added: 5,345.5] | | $ | [removed: 4,292.1] [added: 4,614.7] | | $ | [removed: 3,939.8] [added: 4,292.1] | | $ | [removed: 3,554.1] [added: 3,939.8] | |

| Net income attributable to Amphenol Corporation | | [removed: 709.1] [added: 763.5] | | (1) | [removed: 635.7] [added: 709.1] | | (2) | [removed: 555.3] [added: 635.7] | | (3) | [removed: 524.2] [added: 555.3] | | (4) | [removed: 496.4] [added: 524.2] | | (5) |

| Net income per common share—Diluted | | [removed: 2.21] [added: 2.41] | | (1) | [removed: 1.96] [added: 2.21] | | (2) | [removed: 1.69] [added: 1.96] | | (3) | [removed: 1.53] [added: 1.69] | | (4) | [removed: 1.41] [added: 1.53] | | (5) |

| Cash, cash equivalents and short-term investments | | $ | [removed: 1,329.6] [added: 1,760.4] | [added: (6)] | $ | [removed: 1,192.2] [added: 1,329.6] | | $ | [removed: 942.5] [added: 1,192.2] | | $ | [removed: 648.9] [added: 942.5] | | $ | [removed: 624.2] [added: 648.9] | |

| Shareholders’ equity attributable to Amphenol Corporation | | [added: 3,238.5 | | |] 2,907.4 | | | 2,859.5 | | | 2,430.0 | | | 2,171.8 | | | [removed: 2,320.9 | | |]

| Cash dividends declared per share | | $ | [removed: 0.45] [added: 0.53] | | $ | [removed: 0.305] [added: 0.45] | | $ | [removed: 0.21] [added: 0.305] | | $ | [removed: 0.03] [added: 0.21] | | $ | 0.03 | |

[removed: (1)] [added: (2)] Includes (a) acquisition-related expenses of $4.3 ($4.1 after-tax) relating to 2014 acquisitions and (b) $9.8 ($6.2 after-tax) relating to the acquired backlogs of completed acquisitions for an aggregate impact of $0.04 per share.

[removed: (2)] [added: (3)] Includes (a) acquisition-related expenses of $6.0 ($4.6 after tax) or $0.01 per share, relating to 2013 acquisitions, (b) $3.6, or $0.01 per share, income tax benefit due primarily to the favorable completion of prior year audits, and (c) 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.

[removed: (3)] [added: (4)] Includes (a) acquisition-related expenses of $2.0 ($2.0 after tax) or $0.01 per share, relating to 2012 acquisitions and (b) income tax costs of $11.3, or $0.03 per share, relating to a 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.

[removed: (4)] [added: (5)] Includes (a) a tax benefit related to reserve adjustments from the favorable settlement of certain international tax positions and the completion of prior year audits of $4.5, or $0.01 per share, (b) a contingent payment adjustment of approximately $17.8 ($11.2 after tax) or $0.03 per share, (c) a charge for expenses incurred in connection with a flood at the Company’s Sidney, New York facility of $21.5 ($13.6 after tax) or $0.04 per share and (d) acquisition-related [added: expenses of $2.0 ($1.8 after tax) relating to 2011 acquisitions.]

Net income per common share-diluted for the year ended December 31, [removed: 2010,] [added: 2015,] excluding the effect of this item is [removed: $1.35.][added: $2.43.]

The following table presents selected consolidated financial data that should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Consolidated Financial Statements and accompanying notes included herein.

Our consolidated financial information may not be indicative of our future performance.

As described in Note 1 of the Notes to the Consolidated Financial Statements, the Company retrospectively reclassified prior year’s balances to reflect the balance sheet presentation of deferred debt issuance costs and deferred taxes in accordance with recent accounting standards, which impacted the financial condition section below.

| Working capital | | 2,841.6 | | | 2,406.6 | | | 1,510.6 | | | 1,782.0 | | | 1,504.1 | | |

| Total assets | | 7,458.4 | | | 6,985.9 | | | 6,150.1 | | | 5,203.1 | | | 4,438.1 | | |

| Long-term debt, including current portion | | 2,813.5 | | | 2,656.2 | | | 2,122.2 | | | 1,695.6 | | | 1,367.6 | | |

| Weighted average shares outstanding—Diluted | | 316.5 | | | 320.4 | | | 324.5 | | | 327.9 | | | 343.7 | | |

(1) Includes acquisition-related expenses of $5.7 ($5.7 after-tax), or $0.02 per share, relating to acquisitions announced and closed in 2015.

(6) On January 8, 2016, the Company used approximately $1,179, net of cash acquired, of its cash, cash equivalents and short-term investments to fund the acquisition of FCI.

| Working capital | | 2,458.5 | | | 1,547.7 | | | 1,818.4 | | | 1,538.8 | | | 1,337.1 | | |

| Total assets | | 7,027.0 | | | 6,168.0 | | | 5,215.5 | | | 4,445.2 | | | 4,015.9 | | |

| Long-term debt, including current portion | | 2,673.9 | | | 2,132.8 | | | 1,706.5 | | | 1,377.1 | | | 800.0 | | |

| Weighted average shares outstanding—Diluted | | 320,430,140 | | | 324,548,998 | | | 327,894,222 | | | 343,651,176 | | | 352,651,986 | | |

expenses of $2.0 ($1.8 after tax) relating to 2011 acquisitions.

(5) Includes a tax benefit related to reserve adjustments from the favorable settlement of certain international tax positions and the completion of prior year audits of $20.7, or $0.06 per share.

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] 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, [removed: 2014.][added: 2015.]

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

_(dollars [added: and shares] in millions, except per share data)_

| | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | |

| Net sales | | $ | [removed: 5,345.5] [added: 5,568.7] | | $ | [removed: 4,614.7] [added: 5,345.5] | | $ | [removed: 4,292.1] [added: 4,614.7] | |

| Cost of sales | | [removed: 3,651.7] [added: 3,789.2] | | | [removed: 3,163.9] [added: 3,651.7] | | | [removed: 2,948.9] [added: 3,163.9] | | |

| Gross profit | | [removed: 1,693.8] [added: 1,779.5] | | | [removed: 1,450.8] [added: 1,693.8] | | | [removed: 1,343.2] [added: 1,450.8] | | |

| Acquisition-related expenses | | [removed: 14.1] [added: 5.7] | | | [removed: 6.0] [added: 14.1] | | | [removed: 2.0] [added: 6.0] | | |

| Selling, general and administrative expenses | | [removed: 645.1] [added: 669.1] | | | [removed: 548.0] [added: 645.1] | | | [removed: 512.9] [added: 548.0] | | |

| Operating income | | [removed: 1,034.6] [added: 1,104.7] | | | [removed: 896.8] [added: 1,034.6] | | | [removed: 828.3] [added: 896.8] | | |

| Interest expense | | [removed: (80.4] [added: (68.3] | | ) | [removed: (63.6] [added: (80.4] | | ) | [removed: (59.6] [added: (63.6] | | ) |

| Other income, net | | [removed: 18.3] [added: 16.4] | | | [removed: 13.4] [added: 18.3] | | | [removed: 10.1] [added: 13.4] | | |

| Income before income taxes | | [removed: 972.5] [added: 1,052.8] | | | [removed: 846.6] [added: 972.5] | | | [removed: 778.8] [added: 846.6] | | |

| Provision for income taxes | | [removed: (257.3] [added: (280.5] | | ) | [removed: (207.9] [added: (257.3] | | ) | [removed: (219.3] [added: (207.9] | | ) |

| Net income | | [removed: 715.2] [added: 772.3] | | | [removed: 638.7] [added: 715.2] | | | [removed: 559.5] [added: 638.7] | | |

| Less: Net income attributable to noncontrolling interests | | [removed: (6.1] [added: (8.8] | | ) | [removed: (3.0] [added: (6.1] | | ) | [removed: (4.2] [added: (3.0] | | ) |

| Net income attributable to Amphenol Corporation | | $ | [removed: 709.1] [added: 763.5] | | $ | [removed: 635.7] [added: 709.1] | | $ | [removed: 555.3] [added: 635.7] | |

| Net income per common share — Basic | | $ | [removed: 2.26] [added: 2.47] | | $ | [removed: 2.00] [added: 2.26] | | $ | [removed: 1.72] [added: 2.00] | |

| Net income per common share — Diluted | | $ | [removed: 2.21] [added: 2.41] | | $ | [removed: 1.96] [added: 2.21] | | $ | [removed: 1.69] [added: 1.96] | |

| Dividends declared per common share | | $ | [removed: 0.45] [added: 0.53] | | $ | [removed: 0.305] [added: 0.45] | | $ | [removed: 0.21] [added: 0.305] | |

| Net income | | $ | [removed: 715.2] [added: 772.3] | | $ | [removed: 638.7] [added: 715.2] | | $ | [removed: 559.5] [added: 638.7] | |

| [removed: Other] [added: Total other] comprehensive income (loss), net of tax: | | | | | | | | | | |

| Foreign currency translation adjustments | | [removed: (80.9] [added: (152.7] | | ) | [removed: 9.8] [added: (80.9] | | [added: )] | [removed: 26.1] [added: 9.8] | | |

| Purchase of non-controlling interest | | — | | | [removed: 0.3] [added: —] | | | [removed: —] [added: 0.3] | | |

| Defined benefit plan liability adjustment | | [removed: (69.2] [added: 8.2] | | [removed: )] | [removed: 52.7] [added: (69.2] | | [added: )] | [removed: (23.3] [added: 52.7] | | [removed: )] |

| Total other comprehensive income (loss), net of tax | | [removed: (151.3] [added: (144.9] | | ) | [removed: 62.5] [added: (151.3] | | [added: )] | [removed: 3.3] [added: 62.5] | | |

| Total comprehensive income | | [removed: 563.9] [added: 627.4] | | | [removed: 701.2] [added: 563.9] | | | [removed: 562.8] [added: 701.2] | | |

| Less: Comprehensive income attributable to noncontrolling interests | | [removed: (5.6] [added: (7.6] | | ) | [removed: (3.5] [added: (5.6] | | ) | [removed: (4.4] [added: (3.5] | | ) |

| Comprehensive income attributable to Amphenol Corporation | | $ | [removed: 558.3] [added: 619.8] | | $ | [removed: 697.7] [added: 558.3] | | $ | [removed: 558.4] [added: 697.7] | |

| | | [added: 2015 | | |] 2014 | | | 2013 | | |

| Cash and cash equivalents | | $ | [removed: 968.9] [added: 1,737.2] | | $ | [removed: 886.8] [added: 968.9] | |

| Short-term investments | | [removed: 360.7] [added: 23.2] | | | [removed: 305.4] [added: 360.7] | | |

| Total cash, cash equivalents and short-term investments | | [removed: 1,329.6] [added: 1,760.4] | | | [removed: 1,192.2] [added: 1,329.6] | | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $20.2] [added: $25.6] and [removed: $12.0,] [added: $20.2,] respectively | | [removed: 1,123.7] [added: 1,104.6] | | | [removed: 1,001.0] [added: 1,123.7] | | |

| Raw materials and supplies | | [removed: 299.4] [added: 282.4] | | | [removed: 261.9] [added: 299.4] | | |

| Work in process | | [removed: 282.8] [added: 290.5] | | | [removed: 265.2] [added: 282.8] | | |

| Finished goods | | [removed: 283.4] [added: 278.9] | | | [removed: 265.5] [added: 283.4] | | |

| Other current assets | | [added: $ |] 185.2 | | [added: $] | [removed: 171.8] [added: —] | | [added: $] | [added: (51.9 | ) | $ | 133.3 | |]

February 19, 2016

| Weighted average common shares outstanding — Basic | | 309.1 | | | 313.1 | | | 318.2 | | |

| Weighted average common shares outstanding — Diluted | | 316.5 | | | 320.4 | | | 324.5 | | |

| Unrealized loss on cash flow hedges | | (0.4 | | ) | (1.2 | | ) | (0.3 | | ) |

_(dollars and shares in millions, except per share data)_

| | | 2015 | | | 2014 | | |

| | | 851.8 | | | 865.6 | | |

| Other current assets | | 133.2 | | | 133.3 | | |

| | | 1,510.4 | | | 1,440.3 | | |

| | | 609.5 | | | 590.7 | | |

| Intangibles and other long-term assets | | 306.0 | | | 326.3 | | |

| | | $ | 7,458.4 | | $ | 6,985.9 | |

| Long-term debt, less current portion | | 2,813.2 | | | 2,654.6 | | |

| Accrued pension benefit obligations and other long-term liabilities | | 358.4 | | | 347.8 | | |

| | | $ | 7,458.4 | | $ | 6,985.9 | |

| Net income | | | | | | | | | | 763.5 | | | | | | | | | 8.8 | | | 772.3 | | |

| Other comprehensive loss | | | | | | | | | | | | | (143.7 | | ) | | | | (1.2 | | ) | (144.9 | | ) |

| Acquisitions resulting in noncontrolling interests | | | | | | | | | | | | | | | | | | | 7.9 | | | 7.9 | | |

| Balance December 31, 2015 | | 308 | | $ | 0.3 | | $ | 783.3 | | $ | 2,804.4 | | $ | (349.5 | ) | $ | — | | $ | 39.9 | | $ | 3,278.4 | |

| Net income | | $ | 772.3 | | $ | 715.2 | | $ | 638.7 | |

| Inventories | | (5.2 | | ) | (51.6 | | ) | (8.0 | | ) |

| Borrowings under commercial paper program, net | | 238.7 | | | 585.4 | | | — | | |

All normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included.

In 2015, the Company changed its annual assessment date for goodwill impairment to be as of July 1, rather than June 30, which had no impact on the outcome of the assessment.

In 2015, the Company exercised its option to bypass the qualitative assessment, and in the third quarter, the Company performed the first step of the two-step quantitative goodwill impairment assessment for each reportable business segment.

As part of the quantitative assessment, the Company estimated the fair value of each of its reportable business segments using a market approach.

The Company believes this approach provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable publicly traded companies with similar operating and investment characteristics and recent transactions of similar businesses within the industry.

Significant estimates and assumptions were used in the Company’s goodwill impairment assessment including revenue and profitability projections, determination of appropriate publicly traded market comparison companies, and comparable revenue and earnings multiples derived from comparable publicly traded companies and from recent acquisitions within our industry.

As part of our quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment.

As of July 1, 2015, we determined that the fair value of each of the Company’s reportable business segments was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment.

Such recognition generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured.

| Expected volatility | | 17.0% | | 21.0% | | 28.0% | |

The tax effects of an uncertain tax position taken or expected to be

The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.

The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill.

The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

(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.

In August 2015, the FASB issued Accounting Standards Update No. 2015-14, _Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date_ (“ASU 2015-14”), which defers the effective date of FASB’s revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis.

As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period.

Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods.

February 20, 2015

| | | | | | | | | | | |

| Weighted average common shares outstanding — Basic | | 313,136,791 | | | 318,185,574 | | | 323,044,160 | | |

| Weighted average common shares outstanding — Diluted | | 320,430,140 | | | 324,548,998 | | | 327,894,222 | | |

| Revaluation of derivatives | | (1.2 | | ) | (0.3 | | ) | 0.5 | | |

| | | December 31, | | | | | |

| | | 865.6 | | | 792.6 | | |

| | | 1,440.3 | | | 1,336.4 | | |

| | | 590.7 | | | 532.4 | | |

| | | $ | 7,027.0 | | $ | 6,168.0 | |

| 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 | | |

| Inventory | | (51.6 | | ) | (8.0 | | ) | (45.9 | | ) |

| Expected volatility | | 21.0 | % | 28.0 | % | 30.0 | % |

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.

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.

thereafter.

| 4.75% Senior Notes (less unamortized discount of $0.2 at December 31, 2013) | | November 2014 | | — | | | — | | | 599.8 | | | 621.0 | | |

| | | | | 2,673.9 | | | 2,704.0 | | | 2,132.8 | | | 2,146.0 | | |

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.

| 2015 | | $ | 1.6 | |

| 2016 | | 0.6 | | |

| 2017 | | 374.9 | | |

| 2018 | | 672.7 | | |

| 2019 | | 749.1 | | |

| Thereafter | | 875.0 | | |

| | | $ | 2,673.9 | |

Substantially all of the Company’s short-term investments consist of

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | $ | 303.2 | | $ | 305.4 | | $ | (2.2 | ) | $ | — | |

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

Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012.

| Inventory reserves | | 22.6 | | | 18.8 | | |

| | | $ | 172.8 | | $ | 130.9 | |

| | | $ | 172.1 | | $ | 119.3 | |

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.

| Options outstanding at January 1, 2012 | | 28,033,800 | | $ | 19.00 | | 6.89 | | | | |

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded as of December 31, [removed: 2014] [added: 2015] that these disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management, including the Company’s principal executive and financial officers, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Committee of Sponsoring Organizations of [added: the Treadway Commission (COSO) Framework (2013).]

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2014.][added: 2015.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).

Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] which is included in this Annual Report in Item 8.

February 19, 2016

the Treadway Commission (COSO) Framework (2013).

February 20, 2015

| [Report of Independent Registered Public Accounting [removed: Firm](#ReportOfIndependentRegisteredPubl_013404] [added: Firm](#ReportofIndependentRegisteredPub_095357] "Click to goto ") | 27 |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfIncome_013408] [added: 2013](#ConsolidatedStatementsofIncome_095408] "Click to goto ") | 28 |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfComprehen_013413] [added: 2013](#ConsolidatedStatementsofComprehe_095413] "Click to goto ") | 29 |

| [Consolidated Balance Sheets—December 31, [removed: 2014] [added: 2015] and [removed: 2013](#ConsolidatedBalanceSheets_013415] [added: 2014](#ConsolidatedBalanceSheets_095416] "Click to goto ") | 30 |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfChangesIn_215048] [added: 2013](#ConsolidatedStatementsofChangesi_095422] "Click to goto ") | 31 |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfCashFlow_215050] [added: 2013](#ConsolidatedStatementsofCashFlow_095431] "Click to goto ") | 32 |

| [Notes to Consolidated Financial [removed: Statements](#NotesToConsolidatedFinancialState_215127] [added: Statements](#NotestoConsolidatedFinancialStat_095438] "Click to goto ") | 33 |

| [Management Report on Internal [removed: Control](#ManagementReportOnInternalControl_013927] [added: Control](#ManagementReportonInternalContro_023142] "Click to goto ") | [removed: 52] [added: 54] |

[added: |] (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2014][added: 2015 | |]

[added: |] Schedule [added: | |]

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ValuationAndQualifyingAccounts_014020] [added: 2013](#SCHEDULEII_023842] "Click to goto ") | [removed: 55] [added: 57] |

For the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

| Year ended 2014 | | [removed: $ |] 12.0 | | [removed: $] | 9.7 | | [removed: $] | (1.5 | [removed: )] | [removed: $] [added: )] | 20.2 | | [added: |]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford, State of Connecticut on the [removed: 20th] [added: 19th] day of February, [removed: 2015.][added: 2016.]

| /s/ R. Adam Norwitt | | President and Chief Executive Officer | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ [removed: Diana G. Reardon] [added: Craig A. Lampo] | | [removed: Executive] [added: Senior] Vice President and Chief Financial Officer | | February [removed: 20, 2015] [added: 19, 2016] |

| [removed: Diana G. Reardon] [added: Craig A. Lampo] | | (Principal Financial Officer and Principal Accounting Officer) | | |

| /s/ Martin H. Loeffler | | Chairman of the Board of Directors | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Ronald P. Badie | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Stanley L. Clark | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ David P. Falck | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Edward G. Jepsen | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Randall D. Ledford | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ Andrew E. Lietz | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| /s/ John R. Lord | | Director | | February [removed: 20, 2015] [added: 19, 2016] |

| [removed: 3.1] [added: 3.2] | | Amphenol Corporation, Third Amended and Restated By-Laws dated April 25, 2014 (filed as Exhibit 99.1 to the Form 8-K on April 28, 2014).* |

| [removed: 3.2] [added: 3.1] | | [removed: Amended and] Restated Certificate of Incorporation of Amphenol Corporation, dated [removed: April 24, 2000] [added: October 30, 2015] (filed as Exhibit 3.1 to the [removed: Form 8-K filed on April 28, 2000).*] [added: September 30, 2015 10-Q).*] |

| [removed: 3.4] [added: 10.7] | | [removed: Third Certificate of] [added: First] Amendment [removed: of Amended and Restated Certificate of Incorporation] [added: to Pension Plan for Employees] of Amphenol [removed: Corporation,] [added: Corporation as amended and restated effective January 1, 2011,] dated May [removed: 24,] [added: 23,] 2012 (filed as Exhibit [removed: 3.2] [added: 10.18] to the June 30, 2012 10-Q).* |

| [removed: 4.2] [added: 4.3] | | Officers’ Certificate, dated [removed: November 5, 2009,] [added: January 30, 2014,] establishing the [removed: 4.75%] [added: 2.55%] Senior Notes [removed: due 2014 pursuant] [added: Pursuant] to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed [removed: on November 5, 2009).*] [added: January 30, 2014).*] |

| [removed: 4.3] [added: 4.2] | | Officers’ Certificate, dated January 26, 2012, establishing the 4.00% Senior Notes due 2022 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 26, 2012).* |

| 4.4 | | [removed: Officers’] [added: Officer’s] Certificate, dated [removed: January 30,] [added: September 12,] 2014, establishing [added: both] the [removed: 2.55%] [added: 1.550%] Senior Notes [removed: Pursuant] [added: due 2017 and the 3.125% Senior Notes due 2021 pursuant] to the Indenture (filed as Exhibit 4.2 to [removed: the] Form 8-K filed [removed: January 30, 2014)*] [added: on September 12, 2014).*] |

| 10.2 | | 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries [removed: (field] [added: (filed] as Exhibit 10.7 to the June 30, 2009 10-Q).* |

| [removed: 10.3] [added: 10.4] | | Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 10-Q).* |

| [removed: 10.4] [added: 10.5] | | Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 10-Q).* |

| [removed: 10.5] [added: 10.18] | | The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 10-Q).* |

| [removed: 10.6] [added: 10.19] | | 2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 10-Q).* |

| [removed: 10.7] [added: 10.6] | | Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011 (filed as Exhibit 10.25 to the December 31, 2010 10-K).* |

| [removed: 10.8] [added: 10.9] | | [removed: First] [added: Third] Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011, dated [removed: May 23,] [added: December 19,] 2012 (filed as Exhibit 10.18 to the [removed: June 30,] [added: December 31,] 2012 [removed: 10-Q).*] [added: 10-K). *] |

| [removed: 10.9] [added: 10.8] | | [removed: Third] [added: Second] Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2011, dated August 14, 2012 (filed as Exhibit 10.19 to the September 30, 2012 10-Q).* |

| [removed: 10.10] [added: 10.13] | | [removed: Third] [added: Seventh] Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, [removed: 2011,] [added: 2011] dated December [removed: 19, 2012] [added: 17, 2015] (filed as Exhibit [removed: 10.18] [added: 10.13] to the December 31, [removed: 2012 10-K). *] [added: 2015 10-K).] |

| | |

| Year ended 2015 | | $ | 20.2 | | $ | 3.7 | | $ | 1.7 | | $ | 25.6 | |

| | |

| | |

| | | | | |

| /s/ Diana G. Reardon | | Director | | February 19, 2016 |

| Diana G. Reardon | | | | |

| 2.1 | | Letter Agreement, dated June 27, 2015, by and between Fidji Luxembourg (BC4) Sarl, Amphenol East Asia Limited and Amphenol Corporation (including the form of Sale and Purchase Agreement, to be entered into by and among Fidji Luxembourg (BC4) Sarl, Amphenol East Asia Limited and Amphenol Corporation) (filed as Exhibit 2.1 to the Form 8-K filed on June 29, 2015). * |

| 2.2 | | Sale and Purchase Agreement, dated July 17, 2015, by and among Fidji Luxembourg (BC4) Sarl, Amphenol East Asia Limited and Amphenol Corporation (filed as Exhibit 2.1 to the Form 8-K filed on July 20, 2015). * |

| 2.3 | | Amendment Agreement (amending the Sale and Purchase Agreement (the “Purchase Agreement”), dated as of July 17, 2015), dated December 31, 2015, by and among Fidji Luxembourg (BC4) Sarl, Amphenol East Asia Limited and Amphenol Corporation (filed as Exhibit 2.1 to the Form 8-K filed on January 4, 2016). * |

| --- | --- |

| Year ended 2012 | | 11.1 | | | 1.4 | | | (2.1 | | ) | 10.4 | | |

| --- | --- | --- |

| 3.3 | | Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Amphenol Corporation, dated May 23, 2007 (filed as Exhibit 3.4 to the December 31, 2007 10-K).* |

| 4.5 | | Officer’s Certificate, dated September 12, 2014, establishing both the 1.550% Senior Notes due 2017 and the 3.125% Senior Notes due 2021 pursuant to the Indenture (filed as Exhibit 4.2 to Form 8-K filed on September 12, 2014).* |

| 10.32 | | 2014 Amphenol Corporation Executive Incentive Plan (filed as Exhibit 10.1 to the Form 8-K on May 23, 2014).* |