Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Amphenol Corporation

Wallingford, Connecticut

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2016 and 2015, 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, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. We also have audited the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

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

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

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amphenol Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ DELOITTE & TOUCHE LLP

Hartford, Connecticut

February 17, 2017

AMPHENOL CORPORATION

Consolidated Statements of Income

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

		Year Ended December 31,
		2016			2015			2014
Net sales		$	6,286.4		$	5,568.7		$	5,345.5
Cost of sales			4,246.4			3,789.2			3,651.7
Gross profit			2,040.0			1,779.5			1,693.8
Acquisition-related expenses			36.6			5.7			14.1
Selling, general and administrative expenses			798.2			669.1			645.1
Operating income			1,205.2			1,104.7			1,034.6
Interest expense			(72.6)			(68.3)			(80.4)
Other income, net			8.5			16.4			18.3
Income before income taxes			1,141.1			1,052.8			972.5
Provision for income taxes			(308.5)			(280.5)			(257.3)
Net income			832.6			772.3			715.2
Less: Net income attributable to noncontrolling interests			(9.7)			(8.8)			(6.1)
Net income attributable to Amphenol Corporation		$	822.9		$	763.5		$	709.1
Net income per common share — Basic		$	2.67		$	2.47		$	2.26
Weighted average common shares outstanding — Basic			308.3			309.1			313.1
Net income per common share — Diluted		$	2.61		$	2.41		$	2.21
Weighted average common shares outstanding — Diluted			315.2			316.5			320.4
Dividends declared per common share		$	0.58		$	0.53		$	0.45

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Comprehensive Income

(dollars in millions)

		Year Ended December 31,
		2016			2015			2014
Net income		$	832.6		$	772.3		$	715.2
Total other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			(110.7)			(152.7)			(80.9)
Unrealized gain (loss) on cash flow hedges			1.6			(0.4)			(1.2)
Defined benefit plan adjustment			(12.5)			8.2			(69.2)
Total other comprehensive income (loss), net of tax			(121.6)			(144.9)			(151.3)
Total comprehensive income			711.0			627.4			563.9
Less: Comprehensive income attributable to noncontrolling interests			(7.6)			(7.6)			(5.6)
Comprehensive income attributable to Amphenol Corporation		$	703.4		$	619.8		$	558.3

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Balance Sheets

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

		December 31,
		2016			2015
Assets
Current Assets:
Cash and cash equivalents		$	1,034.6		$	1,737.2
Short-term investments			138.6			23.2
Total cash, cash equivalents and short-term investments			1,173.2			1,760.4
Accounts receivable, less allowance for doubtful accounts of $23.6 and $25.6, respectively			1,349.3			1,104.6
Inventories:
Raw materials and supplies			319.8			282.4
Work in process			313.4			290.5
Finished goods			295.7			278.9
			928.9			851.8
Other current assets			139.8			133.2
Total current assets			3,591.2			3,850.0
Land and depreciable assets:
Land			28.1			25.9
Buildings and improvements			281.7			254.9
Machinery and equipment			1,408.8			1,229.6
			1,718.6			1,510.4
Accumulated depreciation			(1,007.2)			(900.9)
			711.4			609.5
Goodwill			3,678.8			2,692.9
Intangibles, net and other long-term assets			517.3			306.0
		$	8,498.7		$	7,458.4
Liabilities & Equity
Current Liabilities:
Accounts payable		$	678.2		$	587.8
Accrued salaries, wages and employee benefits			131.8			105.6
Accrued income taxes			125.1			81.8
Accrued dividends			49.3			43.2
Other accrued expenses			275.6			189.7
Current portion of long-term debt			375.2			0.3
Total current liabilities			1,635.2			1,008.4
Long-term debt, less current portion			2,635.5			2,813.2
Accrued pension and postretirement benefit obligations			288.4			262.5
Other long-term liabilities			216.5			95.9
Commitments and contingent liabilities
Equity:
Class A Common Stock, $.001 par value; 1,000.0 shares authorized; 308.3 and 308.0 shares issued and outstanding at December 31, 2016 and 2015, respectively			0.3			0.3
Additional paid-in capital			1,020.9			783.3
Retained earnings			3,122.7			2,804.4
Accumulated other comprehensive loss			(469.0)			(349.5)
Total shareholders’ equity attributable to Amphenol Corporation			3,674.9			3,238.5
Noncontrolling interests			48.2			39.9
Total equity			3,723.1			3,278.4
		$	8,498.7		$	7,458.4

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Changes in Equity

(dollars and shares in millions)

													Accumulated
							Additional						Other
		Common Stock					Paid in			Retained			Comprehensive			Treasury			Noncontrolling			Total
		Shares		Amount			Capital			Earnings			Loss			Stock			Interests			Equity
Balance January 1, 2014		316		$	0.3		$	489.8		$	2,424.4		$	(55.0)		$	—		$	20.6		$	2,880.1
Net income											709.1									6.1			715.2
Other comprehensive loss														(150.8)						(0.5)			(151.3)
Acquisitions resulting in noncontrolling interests																				7.9			7.9
Distributions to shareholders of noncontrolling interests																				(3.6)			(3.6)
Purchase of treasury stock																	(539.4)						(539.4)
Retirement of treasury stock		(11)									(539.4)						539.4						—
Stock options exercised, including tax benefit		5						128.2															128.2
Dividends declared ($0.45 per common share)											(140.6)												(140.6)
Stock-based compensation expense								41.4															41.4
Balance December 31, 2014		310			0.3			659.4			2,453.5			(205.8)			—			30.5			2,937.9
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
Distributions to shareholders of noncontrolling interests																				(6.1)			(6.1)
Purchase of treasury stock																	(248.9)						(248.9)
Retirement of treasury stock		(5)									(248.9)						248.9						—
Stock options exercised, including tax benefit		3						79.7															79.7
Dividends declared ($0.53 per common share)											(163.7)												(163.7)
Stock-based compensation expense								44.2															44.2
Balance December 31, 2015		308			0.3			783.3			2,804.4			(349.5)			—			39.9			3,278.4
Net income											822.9									9.7			832.6
Other comprehensive loss														(119.5)						(2.1)			(121.6)
Acquisitions resulting in noncontrolling interests																				7.5			7.5
Distributions to shareholders of noncontrolling interests																				(6.8)			(6.8)
Purchase of treasury stock																	(325.8)						(325.8)
Retirement of treasury stock		(6)									(325.8)						325.8						—
Stock options exercised, including tax benefit		6						190.0															190.0
Dividends declared ($0.58 per common share)											(178.8)												(178.8)
Stock-based compensation expense								47.6															47.6
Balance December 31, 2016		308		$	0.3		$	1,020.9		$	3,122.7		$	(469.0)		$	—		$	48.2		$	3,723.1

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Cash Flow

(dollars in millions)

		Year Ended December 31,
		2016			2015			2014
Cash from operating activities:
Net income		$	832.6		$	772.3		$	715.2
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			217.0			171.6			168.1
Stock-based compensation expense			47.6			44.2			41.4
Excess tax benefits from stock-based compensation payment arrangements			(44.4)			(16.2)			(32.3)
Net change in operating assets and liabilities:
Accounts receivable, net			(165.9)			(22.3)			(111.5)
Inventories			(14.2)			(5.2)			(51.6)
Other current assets			29.9			47.7			(10.0)
Accounts payable			47.8			(17.5)			66.8
Accrued income taxes			91.7			16.5			38.1
Other accrued liabilities			61.9			27.7			49.2
Accrued pension and postretirement benefits			2.5			8.7			(1.5)
Other long-term assets and liabilities			(28.2)			4.3			8.8
Other			(0.7)			(1.3)			0.2
Net cash provided by operating activities			1,077.6			1,030.5			880.9
Cash from investing activities:
Purchases of land and depreciable assets			(190.8)			(172.1)			(209.1)
Proceeds from disposals of land and depreciable assets			7.1			8.7			5.6
Purchases of short-term investments			(232.4)			(134.7)			(721.0)
Sales and maturities of short-term investments			108.5			470.6			660.8
Acquisitions, net of cash acquired			(1,305.1)			(199.8)			(518.2)
Net cash used in investing activities			(1,612.7)			(27.3)			(781.9)
Cash from financing activities:
Proceeds from issuance of senior notes			—			—			1,498.1
Long-term borrowings under credit facilities			—			132.6			806.5
Repayments of long-term debt			—			(217.7)			(2,350.0)
Borrowings under commercial paper program, net			183.2			238.7			585.4
Payment of costs related to debt financing			(3.0)			—			(11.1)
Purchase and retirement of treasury stock			(325.8)			(248.9)			(539.4)
Proceeds from exercise of stock options			147.2			64.4			97.8
Excess tax benefits from stock-based compensation payment arrangements			44.4			16.2			32.3
Distributions to and purchases of noncontrolling interests			(6.8)			(6.1)			(3.6)
Dividend payments			(172.7)			(159.3)			(101.9)
Net cash (used in) provided by financing activities			(133.5)			(180.1)			14.1
Effect of exchange rate changes on cash and cash equivalents			(34.0)			(54.8)			(31.0)
Net change in cash and cash equivalents			(702.6)			768.3			82.1
Cash and cash equivalents balance, beginning of year			1,737.2			968.9			886.8
Cash and cash equivalents balance, end of year		$	1,034.6		$	1,737.2		$	968.9
Cash paid during the year for:
Interest		$	68.5		$	64.1		$	67.4
Income taxes			246.8			250.7			209.6

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Notes to Consolidated Financial Statements

All dollar amounts included in the following Notes to Consolidated Financial Statements are presented in millions, except per share data, unless otherwise noted.

Note 1—Summary of Significant Accounting Policies

Business

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

The Company operates through two reportable business segments:

	·		Interconnect Products and Assemblies – The Interconnect Products and Assemblies segment primarily designs, 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.

	·		Cable Products and Solutions – The Cable Products and Solutions segment primarily designs, 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.

Use of Estimates

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

Principles of Consolidation

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

Cash and Cash Equivalents

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

Short-term Investments

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

Accounts Receivable

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

Inventories

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

Depreciable Assets

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

Goodwill

The Company performs its evaluation for the impairment of goodwill for the Company’s two reporting units on an annual basis or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company has defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics. In 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 2016, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s carrying value is less than its fair value. As of July 1, 2016, the Company determined that it was more likely than not that the fair value of its reporting units was greater than their carrying amounts.

In 2015, the Company exercised its option to bypass the qualitative assessment, and in the third quarter of 2015, 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 it was reasonably likely that changes to management’s estimates and assumptions 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.

The Company has not recognized any goodwill impairment in 2016, 2015 or 2014 in connection with its annual impairment assessment.

Intangible Assets

Intangible assets are included in Intangibles, net and other long-term assets and consist primarily of proprietary technology, customer relationships and license agreements and are generally amortized over the estimated periods of benefit. The Company assesses the impairment of long-lived assets, other than goodwill, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Indefinite-lived intangible assets that are not subject to amortization are reviewed at least annually for impairment. There have been no impairments recorded in 2016, 2015 or 2014 as a result of such reviews.

Revenue Recognition

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

The shipping costs for the majority of the Company’s sales are paid directly by the Company’s customers. In the broadband communications market (approximately 6% of net sales in 2016), the Company pays for shipping costs to the majority of its customers. Shipping costs are also paid by the Company for certain customers in the Interconnect Products and Assemblies segment. Amounts billed to customers related to shipping costs are immaterial and are included in Net sales. Shipping costs incurred to transport products to the customer which are not reimbursed are included in Selling, general and administrative expenses.

Retirement Pension Plans

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

Stock-Based Compensation

The Company accounts for its stock option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods.

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

		2016			2015			2014
Risk free interest rate		1.3	%		1.4	%		1.6	%
Expected life		4.6	years		4.6	years		4.6	years
Expected volatility		15.0	%		17.0	%		21.0	%
Expected dividend yield		1.0	%		1.0	%		1.0	%

Income Taxes

Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. At December 31, 2016, the cumulative amount of undistributed earnings of foreign affiliated companies was approximately $4,182.5. Deferred income taxes are not provided on undistributed earnings of foreign affiliated companies as it is the Company’s intention to reinvest these earnings permanently outside the U.S. It is not practicable to estimate the amount of tax that might be payable if undistributed earnings were to be repatriated as there is a significant amount of uncertainty with respect to the tax impact of the remittance of these earnings due to the fact that dividends received from numerous foreign subsidiaries may generate additional foreign tax credits, which could ultimately reduce the U.S. tax cost of the dividend. These uncertainties are further complicated by the significant number of foreign tax jurisdictions and entities involved. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.

Foreign Currency Translation

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

Transaction gains and losses related to operating assets and liabilities are included in Cost of sales.

Research and Development

Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $166.1, $124.7 and $114.8, for the years 2016, 2015 and 2014, respectively, and are included in Selling, general and administrative expenses.

Acquisitions

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. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. 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.

Environmental Obligations

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

Net Income per Common Share

Basic income per common share is based on the net income attributable to Amphenol Corporation for the year divided by the weighted average number of common shares outstanding. Diluted income per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method.

Derivative Financial Instruments

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

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. 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. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. As permitted under the standard, the Company plans to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach and recognize the cumulative effect to existing contracts in opening retained earnings on the effective date. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements.

In May 2015, the FASB issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (Issue 14-B) (“ASU 2015-07”), which removes the requirement that investments measured using the practical expedient to measure fair value at net asset value be included in the fair value hierarchy. Rather, an entity shall provide a reconciliation between the total fair value of investments included in the fair value hierarchy and such amounts presented on the balance sheet, including disclosures for such investments of which the net asset value practical expedient has been elected and used to determine fair value. ASU 2015-07 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and should be applied retrospectively to all periods presented. The

Company adopted ASU 2015-07, and as a result, the Company’s impacted investments within its pension plan assets have been removed, retrospectively, from the fair value hierarchy, as discussed in Note 7 of the Notes to the Consolidated Financial Statements. The adoption of ASU 2015-07 did not have any impact on the Company’s financial position, results of operations and cash flows.

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured at the lower of cost and net realizable value, thereby simplifying the current guidance of measuring inventory at the lower of cost or market. ASU 2015-11 is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company has evaluated ASU 2015-11 and it will not have a material impact on its consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends, among other things, the existing guidance by requiring lessees to recognize lease assets (right-to-use) and liabilities (for reasonably certain lease payments) arising from operating leases on the balance sheet. For leases with a term of twelve months or less, ASU 2016-02 permits an entity to make an accounting policy election to recognize such leases as lease expense, generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies certain provisions associated with the accounting for stock compensation. Among other things, ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of income and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company will adopt ASU 2016-09 in the first quarter of 2017 and the impact of its adoption on our consolidated financial statements will be dependent on the timing and intrinsic value of future stock-based compensation award exercises.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which amends ASC 230 to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 was issued with the intent of reducing diversity in practice with respect to certain types of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company has evaluated ASU 2016-15 and does not believe it will have a material impact on its consolidated financial statements.

Note 2—Long-Term Debt

Long-term debt consists of the following:

				December 31, 2016						December 31, 2015
				Carrying			Approximate			Carrying			Approximate
		Maturity		Amount			Fair Value (1)			Amount			Fair Value (1)
Revolving Credit Facility		March 2021		$	—		$	—		$	—		$	—
Commercial Paper Program (less unamortized discount of $0.4 and $0.2 at December 31, 2016 and 2015, respectively)		March 2021			1,018.9			1,018.9			823.9			823.9
4.00% Senior Notes (less unamortized discount of $0.6 and $0.8 at December 31, 2016 and 2015, respectively)		February 2022			499.4			523.7			499.2			508.6
2.55% Senior Notes (less unamortized discount of $0.5 and $0.7 at December 31, 2016 and 2015, respectively)		January 2019			749.5			758.3			749.2			750.1
1.55% Senior Notes (less unamortized discount of $0.1 and $0.2 at December 31, 2016 and 2015, respectively)		September 2017			374.9			375.4			374.8			373.2
3.125% Senior Notes (less unamortized discount of $0.2 and $0.3 at December 31, 2016 and 2015, respectively)		September 2021			374.8			380.4			374.7			367.7
Notes payable to foreign banks and other debt		2017-2022			5.5			5.5			5.0			5.0
Less deferred debt issuance costs					(12.3)			—			(13.3)			—
Total debt					3,010.7			3,062.2			2,813.5			2,828.5
Less current portion					375.2			375.7			0.3			0.3
Total long-term debt				$	2,635.5		$	2,686.5		$	2,813.2		$	2,828.2

	(1)		The fair value of the Company’s Senior Notes is based on recent bid prices in an active market, and therefore is classified as Level 1 in the fair value hierarchy (Note 3).

Credit Facility

On March 1, 2016, the Company replaced its $1,500.0 unsecured credit facility with a new $2,000.0 unsecured credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility, which matures March 2021, increases the aggregate commitments by $500.0 and gives the Company the ability to borrow at a spread over LIBOR. The Company intends to utilize the Revolving Credit Facility for general corporate purposes. The carrying value of the borrowings under the Revolving Credit Facility approximated their fair value due primarily to their market interest rates and are classified as Level 2 in the fair value hierarchy (Note 3). At December 31, 2016, there were no borrowings under the Revolving Credit Facility. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

Commercial Paper

In September 2014, the Company entered into a commercial paper program (the “Program”) pursuant to which the Company issues short-term unsecured commercial paper notes (“Commercial Paper”) in one or more private placements. Amounts available under the Program are borrowed, repaid and re-borrowed from time to time. The maturities of the Commercial Paper vary, but may not exceed 397 days from the date of issue. The Commercial Paper is sold under customary terms in the commercial paper market and may be issued at a discount from par, or, alternatively, may be sold at par, and bears varying interest rates on a fixed or floating basis. The Program is rated A-2 by Standard & Poor’s and P-2 by Moody’s and is backstopped by the Revolving Credit Facility. Effective April 1, 2016, the maximum aggregate principal amount of the Commercial Paper outstanding under the Program at any time was increased by $500.0 from $1,500.0 to $2,000.0. The Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Revolving Credit Facility. The carrying value of Commercial Paper borrowings approximated their fair value given that the Commercial Paper is actively traded. As such, the Commercial Paper is classified as Level 1 in the fair value hierarchy (Note 3). The average interest rate on the Commercial Paper as of December 31, 2016 and 2015 was 1.06% and 0.88%, respectively.

Senior Notes

The senior notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of the Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series 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. The 1.55% Senior Notes are due in September 2017 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Consolidated Balance Sheets as of December 31, 2016.

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2016) over each of the next five years ending December 31 and thereafter, is as follows:

2017		$	375.7
2018			0.3
2019			749.8
2020			0.1
2021			1,396.8
Thereafter			500.3
		$	3,023.0

The Company has a $20.0 uncommitted standby letter of credit facility of which approximately $12.7 was issued at December 31, 2016.

Note 3—Fair Value Measurements

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

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

Level 1 Quoted prices for identical instruments in active markets.

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

Level 3 Significant inputs to the valuation model are unobservable.

The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are short-term investments and derivative instruments. Substantially all of the Company’s short-term investments consist of certificates of deposit with original maturities of twelve months or less and as such, are considered as Level 1 in the fair value hierarchy as they are traded in active markets which have identical assets. The carrying amounts of these instruments, the majority of which are in non-U.S. bank accounts, approximate their fair value. The Company’s derivative instruments represent foreign exchange rate forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The impact of the credit risk related to these financial assets is immaterial. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at December 31, 2016 and December 31, 2015 are as follows:

		Fair Value Measurements
					Quoted Prices in			Significant			Significant
					Active Markets			Observable			Unobservable
					for Identical			Inputs			Inputs
2016		Total			Assets (Level 1)			(Level 2)			(Level 3)
Short-term investments		$	138.6		$	138.6		$	—		$	—
Forward contracts			8.4			—			8.4			—
Total		$	147.0		$	138.6		$	8.4		$	—
2015
Short-term investments		$	23.2		$	23.2		$	—		$	—
Forward contracts			3.3			—			3.3			—
Total		$	26.5		$	23.2		$	3.3		$	—

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

For the years ended December 31, 2016 and 2015, a gain (loss) of $1.6 and $(0.4), respectively, was recognized in Accumulated other comprehensive loss associated with foreign exchange rate forward contracts. The amount reclassified from Accumulated other comprehensive loss to foreign exchange gain (loss) in the accompanying Consolidated Statements of Income during 2016 and 2015 was not material. The fair values of the forward contracts are recorded within Other current assets, Intangibles, net and other long-term assets, Other accrued expenses or Other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value and remaining contractual period.

Note 4—Income Taxes

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

		Year Ended December 31,
		2016			2015			2014
Income before income taxes:
United States		$	87.7		$	134.4		$	161.4
Foreign			1,053.4			918.4			811.1
		$	1,141.1		$	1,052.8		$	972.5
Current tax provision:
United States		$	74.6		$	39.5		$	63.7
Foreign			263.8			228.1			183.1
			338.4			267.6			246.8
Deferred tax provision (benefit):
United States			(32.3)			13.3			(0.7)
Foreign			2.4			(0.4)			11.2
			(29.9)			12.9			10.5
Total provision for income taxes		$	308.5		$	280.5		$	257.3

At December 31, 2016, the Company had $126.4 of foreign tax loss and credit carryforwards, $17.4 of U.S. federal loss and credit carryforwards, and $7.9 of U.S. state tax loss and credit carryforwards net of federal benefit, of which

$69.4, $17.4 and $4.0, respectively, will either expire or be refunded at various dates through 2036 and the balance can be carried forward indefinitely.

A valuation allowance of $37.2 and $18.5 at December 31, 2016 and 2015, respectively, has been recorded which relates to the U.S. federal and state and foreign net operating loss carryforwards and U.S. state tax credits. The net change in the valuation allowance for deferred tax assets was an increase of $18.7 in 2016, which was related to foreign net operating loss, U.S. federal net operating loss and state credit carryforwards. The net change in the valuation allowance for deferred tax assets was an increase of $3.0 in 2015, which related to foreign net operating loss and U.S. state credit carryforwards.

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

		Year Ended December 31,
		2016			2015			2014
U.S. statutory federal tax rate		35.0	%		35.0	%		35.0	%
State and local taxes		0.1			0.1			0.4
Foreign earnings and dividends taxed at different rates		(9.7)			(8.8)			(8.3)
Valuation allowance		0.7			0.3			(0.4)
Other		0.9			—			(0.2)
Effective tax rate		27.0	%		26.6	%		26.5	%

The tax rates for each year presented above reflect the effect of acquisition-related expenses incurred during such years. The effect of acquisition-related expenses had the impact of increasing the Company’s effective tax rate for 2016 and 2015 by 50 basis points and 10 basis points, respectively. Acquisition-related expenses incurred during 2014 did not have an impact on the effective tax rate for that year.

The components of the Company’s deferred tax assets and liabilities are comprised of the following:

		December 31,
		2016			2015
Deferred tax assets relating to:
Accrued liabilities and reserves		$	36.8		$	21.4
Operating loss and tax credit carryforwards			58.8			29.4
Pensions, net			64.7			63.6
Inventories			45.3			29.0
Employee benefits			43.4			41.8
Total deferred tax assets			249.0			185.2
Valuation allowance			(37.2)			(18.5)
Total deferred tax assets, net of valuation allowances			211.8			166.7
Deferred tax liabilities relating to:
Goodwill			185.9			163.5
Depreciation and amortization			67.6			37.4
Contingent consideration			6.6			6.6
Total deferred tax liabilities			260.1			207.5
Net deferred tax liability		$	48.3		$	40.8
Classification of deferred tax assets and liabilities, as reflected on the balance sheet:
Intangibles, net and other long-term assets		$	29.4		$	26.0
Other long-term liabilities			77.7			66.8
Net deferred tax liability, long-term		$	48.3		$	40.8

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the beginning and end of the year for 2016, 2015 and 2014 is shown below. The gross increases for tax positions in prior periods recorded in 2016 include $78.7 which are related to acquisitions.

		2016			2015			2014
Unrecognized tax benefits as of January 1		$	29.8		$	27.7		$	24.8
Gross increases for tax positions in prior periods			81.9			0.3			2.2
Gross increases for tax positions in current period			7.0			2.1			2.6
Settlements			(10.8)			—			(0.5)
Lapse of statute of limitations			(1.7)			(0.3)			(1.4)
Unrecognized tax benefits as of December 31		$	106.2		$	29.8		$	27.7

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2016, 2015 and 2014, the provision for income taxes included a net expense of $6.5, $1.5 and $0.9, respectively, in estimated interest and penalties. As of December 31, 2016, 2015 and 2014, the liability for unrecognized tax benefits included $35.3, $6.0 and $4.5, respectively, for tax-related interest and penalties.

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2011 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of December 31, 2016 and 2015, the amount of the liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $138.7 and $20.6, respectively. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and the closing of statutes of limitation. Based on information currently available, management anticipates that over the next twelve-month period, audit activity could be completed and statutes of limitation may close relating to existing unrecognized tax benefits of approximately $8.6.

Note 5—Equity

Stock-Based Compensation:

The Company’s income before income taxes (and net income) were reduced by $47.6 ($36.2 after-tax), $44.2 ($32.9 after-tax) and $41.4 ($30.3 after-tax) for the years ended December 31, 2016, 2015 and 2014, respectively, related to the expense incurred for stock-based compensation plans, which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Stock Options

In 2009, the Company adopted the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the “2009 Employee Option Plan”). The Company also continues to maintain the 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2000 Employee Option Plan”). No additional stock options can be granted under the 2000 Employee Option Plan. The 2009 Employee Option Plan authorizes the granting of additional stock options by a committee of the Company’s Board of Directors. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2009 Employee Option Plan, as amended, is 58,000,000 shares. As of December 31, 2016, there were 12,078,110 shares of Common Stock available for the granting of additional stock options under the 2009 Employee Option Plan. Options granted under the 2000 Employee Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant. Options granted under the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. As of December 31, 2016, there were 140,000 shares of Common Stock available for the granting of additional stock options

under the 2004 Directors Option Plan, although no additional stock options are expected to be granted under this plan. Options were last granted under the 2004 Directors Option Plan in May 2011. Options granted under the 2004 Directors Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant.

Stock option activity for 2014, 2015 and 2016 was as follows:

							Weighted
							Average		Aggregate
				Weighted			Remaining		Intrinsic
				Average			Contractual		Value
		Options		Exercise Price			Term (in years)		(in millions)
Options outstanding at January 1, 2014		26,844,452		$	25.90		7.08
Options granted		6,220,000			47.70
Options exercised		(4,790,252)			20.27
Options forfeited		(486,280)			34.55
Options outstanding at December 31, 2014		27,787,920			31.60		7.09
Options granted		6,490,200			57.85
Options exercised		(2,718,745)			23.71
Options forfeited		(422,900)			41.73
Options outstanding at December 31, 2015		31,136,475			37.62		6.92
Options granted		7,560,450			57.72
Options exercised		(5,703,254)			25.80
Options forfeited		(727,280)			50.17
Options outstanding at December 31, 2016		32,266,391		$	44.14		7.03		$	744.1
Vested and non-vested options expected to vest at December 31, 2016		30,542,834		$	43.66		6.96		$	718.9
Exercisable options at December 31, 2016		13,540,821		$	32.91		5.37		$	464.4

A summary of the status of the Company’s non-vested options as of December 31, 2016 and changes during the year then ended is as follows:

				Weighted Average
				Fair Value
		Options		at Grant Date
Non-vested options at January 1, 2016		17,323,040		$	8.24
Options granted		7,560,450			7.39
Options vested		(5,430,640)			7.93
Options forfeited		(727,280)			8.28
Non-vested options at December 31, 2016		18,725,570		$	7.99

The weighted average fair value at the grant date of options granted during 2015 and 2014 was $8.47 and $8.64, respectively.

During the years ended December 31, 2016, 2015 and 2014, the following activity occurred under the Company’s option plans:

		2016			2015			2014
Total intrinsic value of stock options exercised		$	197.2		$	88.1		$	136.8
Total fair value of stock options vested			43.1			39.9			37.2

As of December 31, 2016, the total compensation cost related to non-vested options not yet recognized was approximately $112.8, with a weighted average expected amortization period of 3.30 years.

The grant date fair value of each option grant under the 2000 Employee Option Plan, the 2009 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant date fair value of each restricted share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make

certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical post-vesting termination experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2016, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 137,069. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment.

Restricted share activity for 2014, 2015 and 2016 was as follows:

							Weighted
							Average
				Fair Value			Remaining
		Restricted		at Grant			Amortization
		Shares		Date			Term (in years)
Restricted shares outstanding at January 1, 2014		26,880		$	38.76		0.39
Restricted shares granted		18,340			47.72
Shares vested and issued		(26,880)			38.76
Restricted shares outstanding at December 31, 2014		18,340			47.72		0.39
Restricted shares granted		17,948			57.85
Shares vested and issued		(19,032)			47.98
Restricted shares outstanding at December 31, 2015		17,256			57.97		0.39
Restricted shares granted		16,905			57.99
Shares vested and issued		(17,256)			57.97
Restricted shares outstanding at December 31, 2016		16,905			57.99		0.38

The total fair value of restricted share awards that vested during 2016, 2015, and 2014 was $1.0, $0.9, and $1.0, respectively. As of December 31, 2016, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.4 with a weighted average expected amortization period of 0.38 years.

Stock Repurchase Program:

In January 2013, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 20 million shares of its Common Stock during the two-year period ending January 31, 2015 (the “2013 Stock Repurchase Program”). During the year ended December 31, 2014, the Company repurchased 11.4 million shares of its common stock for $539.4. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. At December 31, 2014, the Company had repurchased all of the shares authorized under the 2013 Stock Repurchase Program.

In January 2015, the Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 10 million shares of its Common Stock during the two-year period ended January 20, 2017 (the “2015 Stock Repurchase Program”). During the years ended December 31, 2016 and 2015, the Company repurchased 5.5 million and 4.5 million shares of its common stock for $325.8 and $248.9, respectively. These treasury shares have been retired by the Company and common stock and retained earnings were reduced accordingly. At December 31, 2016, the Company had repurchased all of the shares authorized under the 2015 Stock Repurchase Program.

On January 24, 2017, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 in accordance with the requirements of Rule 10b-18 of the Exchange Act (the “2017 Stock Repurchase Program”). As of February 10, 2017, the Company repurchased approximately 3.2 million shares of its common stock

for $213.9 under the 2017 Stock Repurchase Program. The price and timing of any future purchases under the 2017 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, dividends, economic and market conditions and stock price.

Dividends:

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. In the third quarter of 2015, the Board of Directors approved an increase in the quarterly dividend rate from $0.125 to $0.14 per share effective with dividends declared in the third quarter of 2015, and in October 2016, approved a further increase in the quarterly dividend rate from $0.14 to $0.16 per share effective with dividends declared in the fourth quarter of 2016. Total dividends declared during 2016, 2015 and 2014 were $178.8, $163.7 and $140.6, respectively. Total dividends paid in 2016, 2015 and 2014 were $172.7, $159.3 and $101.9, respectively, including those declared in the prior year and paid in the current year.

Accumulated Other Comprehensive Income (Loss):

Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2016, 2015 and 2014 are as follows:

		Foreign			Unrealized			Defined			Accumulated
		Currency			Gain (Loss)			Benefit			Other
		Translation			on Cash			Plan			Comprehensive
		Adjustments			Flow Hedges			Adjustment			Income (Loss)
Balance at January 1, 2014		$	67.0		$	(0.1)		$	(121.9)		$	(55.0)
Other comprehensive income (loss) before reclassifications, net of tax of nil, $0.2 and $39.9, respectively			(80.4)			(1.2)			(82.0)			(163.6)
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($6.2)			—			—			12.8			12.8
Balance at December 31, 2014			(13.4)			(1.3)			(191.1)			(205.8)
Other comprehensive income (loss) before reclassifications, net of tax of nil, $0.1 and $5.5, respectively			(151.5)			(0.4)			(10.0)			(161.9)
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($10.1)			—			—			18.2			18.2
Balance at December 31, 2015			(164.9)			(1.7)			(182.9)			(349.5)
Other comprehensive income (loss) before reclassifications, net of tax of nil, ($0.3) and $12.3, respectively			(108.6)			1.6			(28.8)			(135.8)
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($8.9)			—			—			16.3			16.3
Balance at December 31, 2016		$	(273.5)		$	(0.1)		$	(195.4)		$	(469.0)

The amounts reclassified from Accumulated other comprehensive income (loss) for defined benefit plan liabilities, are included within Cost of sales and Selling, general and administrative expenses and for unrealized gain (loss) on cash flow hedges, are included in Cost of sales within the Company’s Consolidated Statements of Income.

Note 6—Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares and dilutive common shares outstanding, which relates to stock options. A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding for the years ended December 31, 2016, 2015 and 2014 is as follows:

(dollars and shares in millions, except per share data)		2016			2015			2014
Net income attributable to Amphenol Corporation shareholders		$	822.9		$	763.5		$	709.1
Basic weighted average common shares outstanding			308.3			309.1			313.1
Effect of dilutive stock options			6.9			7.4			7.3
Diluted weighted average common shares outstanding			315.2			316.5			320.4
Earnings per share attributable to Amphenol Corporation shareholders:
Basic		$	2.67		$	2.47		$	2.26
Diluted		$	2.61		$	2.41		$	2.21

Excluded from the computations above were anti-dilutive common shares of 8.5 million, 6.3 million and 5.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Note 7—Benefit Plans and Other Postretirement Benefits

Defined Benefit Plans

The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. Certain U.S. employees not covered by the U.S. Plans are covered by defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “International Plans” and together with the U.S. Plans, the “Plans”). The largest international pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately $81.7 and $76.2 at December 31, 2016 and 2015, respectively. Total required contributions to be made during 2017 for the unfunded International Plans are included in Other accrued expenses in the accompanying Consolidated Balance Sheets and in the tables below.

The following is a summary of the Company’s defined benefit plans’ funded status as of the most recent actuarial valuations as of December 31 of each year; for each year presented below, projected benefit obligations exceed assets.

		U.S. Plans						International Plans						Total
			2016			2015			2016			2015			2016			2015
Change in projected benefit obligation:
Projected benefit obligation at beginning of year		$	460.8		$	472.2		$	184.2		$	204.3		$	645.0		$	676.5
Service cost			6.2			6.5			7.2			6.0			13.4			12.5
Interest cost			15.4			17.4			5.5			5.4			20.9			22.8
Acquisitions			—			—			51.4			1.2			51.4			1.2
Plan amendments			3.7			0.4			—			—			3.7			0.4
Actuarial (gain) loss			11.6			(12.6)			28.0			(6.4)			39.6			(19.0)
Foreign exchange translation			—			—			(17.6)			(18.2)			(17.6)			(18.2)
Benefits paid			(27.9)			(23.1)			(11.3)			(8.1)			(39.2)			(31.2)
Projected benefit obligation at end of year			469.8			460.8			247.4			184.2			717.2			645.0
Change in plan assets:
Fair value of plan assets at beginning of year			333.2			346.1			59.0			63.3			392.2			409.4
Actual return on plan assets			20.4			(5.5)			11.4			1.8			31.8			(3.7)
Employer contributions			16.4			15.7			9.8			8.4			26.2			24.1
Acquisitions			—			—			36.7			—			36.7			—
Foreign exchange translation			—			—			(7.8)			(6.4)			(7.8)			(6.4)
Benefits paid			(27.9)			(23.1)			(11.3)			(8.1)			(39.2)			(31.2)
Fair value of plan assets at end of year			342.1			333.2			97.8			59.0			439.9			392.2
Underfunded status at end of year		$	127.7		$	127.6		$	149.6		$	125.2		$	277.3		$	252.8
Amounts recognized on the balance sheet as of December 31:
Other accrued expenses		$	—		$	—		$	5.8		$	6.1		$	5.8		$	6.1
Accrued pension and postretirement benefit obligations			127.7			127.6			143.8			119.1			271.5			246.7
Underfunded status at end of year		$	127.7		$	127.6		$	149.6		$	125.2		$	277.3		$	252.8
Accumulated other comprehensive loss, net			(129.3)			(129.1)			(62.5)			(50.3)			(191.8)			(179.4)
Weighted average assumptions used to determine projected benefit obligations:
Discount rate			3.93	%		4.11	%		2.28	%		3.14	%
Rate of compensation increase			3.00	%		3.00	%		1.63	%		1.48	%

The accumulated benefit obligation for the Company’s defined benefit pension plans was $691.1 and $624.5 at December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the accumulated benefit obligation for the U.S. Plans was $465.8 and $456.1 and for the International Plans was $225.3 and $168.4, respectively. All of the Company’s U.S. Plans and substantially all of the International Plans have accumulated benefit obligations in excess of plan assets as of December 31, 2016. All of the Company’s Plans had accumulated benefit obligations in excess of plan assets as of December 31, 2015.

The following is a summary of the components of net pension expense for the Company’s defined benefit plans for the years ended December 31, 2016, 2015 and 2014:

		U.S. Plans									International Plans									Total
		2016			2015			2014			2016			2015			2014			2016			2015			2014
Components of net pension expense:
Service cost		$	6.2		$	6.5		$	5.1		$	2.8		$	2.8		$	3.1		$	9.0		$	9.3		$	8.2
Interest cost			15.4			17.4			17.3			5.5			5.4			6.8			20.9			22.8			24.1
Expected return on plan assets			(26.2)			(25.9)			(24.8)			(3.9)			(3.2)			(3.7)			(30.1)			(29.1)			(28.5)
Amortization of prior service cost			2.4			2.3			2.7			—			—			—			2.4			2.3			2.7
Amortization of actuarial losses			18.6			21.5			13.3			3.4			4.2			2.6			22.0			25.7			15.9
Net pension expense		$	16.4		$	21.8		$	13.6		$	7.8		$	9.2		$	8.8		$	24.2		$	31.0		$	22.4
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate			4.11	%		3.75	%		4.60	%		2.96	%		2.91	%		4.09	%
Expected long-term return on assets			7.75	%		8.00	%		8.00	%		4.29	%		5.47	%		5.99	%
Rate of compensation increase			3.00	%		3.00	%		3.00	%		1.61	%		1.45	%		1.48	%

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

The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The weighted average discount rate for the U.S. Plans on this basis was 3.93% and 4.11% at December 31, 2016 and 2015, respectively. The decrease in the discount rate for the U.S. Plans resulted in an increase in the benefit obligation of approximately $10.7 at December 31, 2016. The weighted average discount rate for the International Plans was 2.28% and 3.14% at December 31, 2016 and 2015, respectively. The decrease in the discount rate for the International Plans did not have a material impact on the benefit obligation at December 31, 2016. At December 31, 2015, the Company elected to further refine its approach for calculating its service and interest costs beginning in 2016 by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations. The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan and increased life expectancies for plan participants.

The Company’s investment strategy for the Plans’ assets is to achieve a rate of return on plan assets equal to or greater than the average for the respective investment classification through prudent allocation and periodic rebalancing between fixed income and equity instruments. The current investment policy includes a strategy to maintain an adequate level of diversification, subject to portfolio risks. The target allocations for the U.S. Plans are generally 60% equity and 40% fixed income. Short-term strategic ranges for investments are established within these long term target percentages. The Company invests in a diversified investment portfolio through various investment managers and evaluates its plan assets for the existence of concentration risks. As of December 31, 2016, there were no significant concentrations of risks in the Company’s defined benefit plan assets. The Company does not invest nor instruct investment managers to invest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of external investment management in certain commingled funds. Such holdings would not be material relative to the Plans’ total assets. The Company’s International Plans primarily invest in equity and debt securities and insurance contracts, as determined by each Plans’ Trustees or investment managers.

In developing the expected long-term rate of return assumption for the U.S. Plans, the Company evaluated input from its external actuaries and investment consultants as well as consideration of long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The Company also considered its historical twenty-year compounded return of approximately 8.5%, which has been in excess of these broad equity and bond benchmark indices. As described above, the expected long-term rate of return on the U.S. Plans’ assets is based on an asset allocation assumption of approximately 60% with equity managers (with an expected long-term rate of return of approximately 8.5%) and 40% with fixed income managers (with an expected long-term rate of return of approximately

6.0%). The Company believes that the long-term asset allocation on average will approximate 60% with equity managers and 40% with fixed income managers. The Company regularly reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate.

The Company’s Plan assets, the vast majority of which relate to the U.S. Plans, are reported at fair value and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2016 and 2015 by asset category are as follows (refer to Note 3 for definitions of Level 1, 2 and 3 inputs):

														Assets
														Measured at
														Net Asset
Asset Category		Total			Level 1			Level 2			Level 3			Value (a)
December 31, 2016
Equity securities:
U.S. equities — large cap		$	118.8		$	88.7		$	30.1		$	—		$	—
U.S. equities — small/mid cap and other			25.8			—			25.8			—			—
International equities — growth			46.5			46.5			—			—			—
International equities — other			60.6			7.0			33.9			—			19.7
Alternative investment funds			12.6			—			—			—			12.6
Fixed income securities:
U.S. fixed income securities — short term			6.0			—			—			—			6.0
U.S. fixed income securities — intermediate term			58.4			58.4			—			—			—
U.S. fixed income securities — high yield			22.2			—			22.2			—			—
International fixed income securities — other			43.0			—			43.0			—			—
Insurance contracts			34.0			—			—			34.0			—
Cash and cash equivalents			12.0			12.0			—			—			—
Total		$	439.9		$	212.6		$	155.0		$	34.0		$	38.3
December 31, 2015
Equity securities:
U.S. equities — large cap		$	108.2		$	82.3		$	25.9		$	—		$	—
U.S. equities — small/mid cap and other			22.7			—			22.7			—			—
International equities — growth			46.0			46.0			—			—			—
International equities — other			52.3			6.9			45.4			—			—
Alternative investment funds			31.5			—			—			—			31.5
Fixed income securities:
U.S. fixed income securities — intermediate term			58.7			58.7			—			—			—
U.S. fixed income securities — high yield			18.9			—			18.9			—			—
International fixed income securities — other			37.2			—			37.2			—			—
Cash and cash equivalents			16.7			16.7			—			—			—
Total		$	392.2		$	210.6		$	150.1		$	—		$	31.5

	(a)		As a result of the adoption of ASU 2015-07, certain investments measured at fair value using the net asset value (NAV) practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets.

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

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

The Level 3 pension plan assets as of December 31, 2016 included in the table above consist primarily of contracts with insurance companies related to certain international plans. The insurance contracts generally include guarantees in accordance with the policy purchased. Our valuation of Level 3 assets is based on insurance company or third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract between the Company and the insurance companies. The Company did not have any such Level 3 pension plan assets as of December 31, 2015. The following table sets forth a summary of changes of the fair value of the Level 3 pension plan assets for the year ended December 31, 2016:

			2016
Balance on January 1		$	—
Additions due to acquisition			34.3
Unrealized gains (losses), net			2.7
Purchases, sales and settlements, net			(0.9)
Foreign currency translation			(2.1)
Balance on December 31		$	34.0

The amounts, before tax, included in Accumulated other comprehensive loss at December 31, 2016 and 2015 that have not yet been recognized as expense were as follows:

		U.S.						International
		Plans						Plans						Total
			2016			2015			2016			2015			2016			2015
Net loss		$	194.7		$	195.9		$	71.0		$	60.5		$	265.7		$	256.4
Net prior service cost			10.5			9.0			—			—			10.5			9.0
Net transition asset			—			—			—			(0.1)			—			(0.1)

The estimated net loss and prior service cost for the Plans above that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $22.9 and $2.7, respectively.

The Company made cash contributions to the Plans of $26.2, $24.1, and $23.8 in 2016, 2015, and 2014, respectively, and estimates that, based on current actuarial calculations, it will make aggregate cash contributions to the Plans in 2017 of approximately $25.0, the majority of which will be to the U.S. Plans. The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plans’ assets.

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

		U.S.			International
		Plans			Plans			Total
2017		$	23.9		$	6.7		$	30.6
2018			24.9			6.8			31.7
2019			26.0			6.4			32.4
2020			27.1			6.6			33.7
2021			28.1			8.3			36.4
2022-2026			151.9			45.9			197.8

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

Other Postretirement Benefit Plans

The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees in the U.S. through postretirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, the Company believes any change in medical costs from that estimated will not have a significant impact on the Company. Summary information on the Company’s OPEB plans as of December 31, 2016 and 2015 is as follows:

		2016			2015
Change in benefit obligation:
Benefit obligation at beginning of year		$	13.2		$	12.2
Service cost			—			0.1
Interest cost			0.4			0.4
Benefits paid			(0.9)			(1.2)
Actuarial loss			0.9			1.7
Benefit obligation at end of year		$	13.6		$	13.2
Amounts recognized on the balance sheet as of December 31:
Other accrued expenses		$	1.2		$	1.1
Accrued pension and postretirement benefit obligations			12.4			12.1
Unfunded status at end of year		$	13.6		$	13.2
Accumulated other comprehensive loss, net			(3.6)			(3.5)
Weighted average assumptions used to determine projected benefit obligations:
Discount rate			3.65	%		3.71	%

The accumulated benefit obligation for the Company’s OPEB plans was equal to its projected benefit obligation at December 31, 2016 and 2015.

		2016			2015			2014
Components of net postretirement benefit expense:
Service cost		$	—		$	0.1		$	0.1
Interest cost			0.4			0.4			0.5
Amortization of actuarial losses			0.7			0.3			0.4
Net postretirement benefit expense		$	1.1		$	0.8		$	1.0
Weighted average assumptions used to determine net postretirement benefit expense:
Discount rate			3.71	%		3.50	%		4.15	%

The health care cost trend rate, which represents the annual rate of covered benefit cost increases assumed for next year, was 8.25% and 8.50% as of December 31, 2016 and 2015, respectively, and is expected to gradually decrease to a rate of 4.75% by calendar year 2024. A one percentage point change in the assumed health care cost trend rate would not result in a material impact on either the postretirement benefit obligation or the postretirement benefit expense.

As of December 31, 2016, the amounts before tax for unrecognized net loss, net prior service cost and net transition obligation included in Accumulated other comprehensive loss related to OPEB plans that have not yet been recognized as expense are $5.7, nil and nil, respectively. As of December 31, 2015, the amounts before tax for unrecognized net loss, net prior service cost and net transition obligation in Accumulated other comprehensive loss related to OPEB plans that have not yet been recognized as expense were $5.5, nil and nil, respectively. The estimated amounts before tax for

net loss, prior service cost and net transition obligation for the OPEB plans that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year are expected to be $0.7, nil and nil, respectively.

Benefit payments for the OPEB plan, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate are expected to be between $1.2 and $1.4 per year for the next ten years.

Defined Contribution Plans

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches the majority of employee contributions to the U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation. The Company provided matching contributions to the U.S. defined contribution plans of approximately $5.0, $4.2 and $3.8 in 2016, 2015 and 2014, respectively.

Note 8—Leases

At December 31, 2016, the Company was committed under operating leases for buildings, office space, automobiles and equipment, which expire at various dates. Total rent expense under operating leases for the years 2016, 2015 and 2014 were approximately $50.5, $41.0 and $38.9, respectively.

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

2017		$	42.4
2018			31.7
2019			22.2
2020			12.1
2021			8.4
Beyond 2021			12.4
Total minimum obligation		$	129.2

Note 9—Acquisitions

On January 8, 2016, the Company acquired all of the share capital of FCI Asia Pte Ltd (“FCI”) for a purchase price of approximately $1,178.6, net of cash acquired. The acquisition was funded by cash, cash equivalents and short-term investments that were held outside of the United States.

Headquartered in Singapore, FCI, a global leader in interconnect solutions for the information technology and data communications, industrial, mobile networks, automotive and mobile devices markets, is reported as part of the Company’s Interconnect Products and Assemblies segment. FCI is a leading supplier of high-speed backplane and mezzanine connectors, power interconnect solutions and a wide variety of board-mounted interconnects.

The accompanying Consolidated Statements of Income include the results of FCI for the period from the acquisition date through December 31, 2016. Excluding the impact of acquisitions as well as the negative impact of foreign exchange of approximately $61.3 for the year ended December 31, 2016, compared to the prior year, the Company’s net sales increased approximately 2% in the year ended December 31, 2016, compared to the prior year.

Allocation of Purchase Price

The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of FCI based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with anticipated cost savings and efficiencies associated with the integration of FCI and other intangible assets acquired that do not qualify for separate recognition. The Company has completed its analysis of the fair value of the net assets acquired through the use of independent valuations and management’s estimates. The following table summarizes the assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed, net of cash acquired, as of the date of acquisition of January 8, 2016.

Accounts receivable		$	97.1
Inventories			64.2
Other current assets			13.4
Land and depreciable assets			78.8
Goodwill			943.5
Intangible assets			252.0
Other long-term assets			13.2
Assets acquired			1,462.2
Accounts payable			61.6
Other current liabilities			61.3
Accrued pension and postretirement benefit obligations			14.7
Other long-term liabilities			146.0
Liabilities assumed			283.6
Net assets acquired		$	1,178.6

Of the $252.0 of acquired intangible assets, $133.8 was assigned to indefinite-lived trade names which are not subject to amortization. The remaining $118.2 of finite-lived acquired intangible assets is comprised of $53.2, $57.0 and $8.0 assigned to proprietary technology, customer relationships and backlog, respectively, all of which are subject to amortization. The finite-lived acquired intangible assets have a total weighted average useful life of approximately 10 years. The proprietary technology, customer relationships and backlog have a weighted average useful life of 9 years, 12 years and 0.25 years, respectively. These finite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows. The entire amount of goodwill was assigned to the Interconnect Products and Assemblies segment, of which approximately $95.4 is expected to be deductible for tax purposes.

Pro Forma Financial Information

The following table summarizes the unaudited pro forma combined financial information assuming that the FCI acquisition had occurred on January 1, 2015, and its results had been included in our financial results for all of 2016 and 2015. The pro forma combined amounts are based upon available information and reflect a reasonable estimate of the effects of the FCI acquisition for the periods presented on the basis set forth herein. The following unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the FCI acquisition in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

		Year ended December 31,
Pro forma:		2016			2015
Net sales		$	6,296.1		$	6,137.3
Net income attributable to Amphenol Corporation			856.2			799.3
Net income per common share - Diluted			2.72			2.53

The unaudited pro forma Net income attributable to Amphenol Corporation has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the FCI acquisition and the application of fair value adjustments to intangible assets occurred on January 1, 2015. For the year ended

December 31, 2016, the pro forma financial information excluded acquisition-related expenses, net of tax, of $33.1, which are included in the reported results, but excluded from the pro forma amounts above due to their nonrecurring nature. For the year ended December 31, 2015, the pro forma financial information reflects the following adjustments, net of tax: (a) acquisition-related expenses of $5.7, which were included in the reported results, but excluded from the pro forma amounts above due to their nonrecurring nature, (b) amortization expense related to the acquired intangible assets of $8.8 that was not reflected in the historical results, but has been included in the pro forma amounts, (c) interest income of approximately $11.6 earned on the cash, cash equivalents and short-term investments used to fund the FCI acquisition that was included in the historical results, but excluded from the pro forma amounts, and (d) other income of $4.8 that was included in the historical results of FCI, but excluded from the pro forma amounts due to their nonrecurring nature.

Other Acquisitions

The Company is in the process of completing its analysis of the fair value of the assets acquired and liabilities assumed related to its other 2016 acquisitions and anticipates that the final assessment of values will not differ materially from the preliminary assessment. These 2016 acquisitions, as well as the 2015 acquisitions, were not material to the Company either individually or in the aggregate.

Acquisition-related Expenses

During the year ended December 31, 2016, the Company incurred approximately $30.3 ($27.3 after-tax) of acquisition-related expenses related to the acquisition of FCI in the first quarter of 2016, primarily related to external transaction costs, amortization related to the value associated with acquired backlog and post-closing restructuring charges; and approximately $6.3 ($5.8 after-tax) of acquisition-related transaction expenses incurred in the third quarter of 2016. During the year ended December 31, 2015, the Company incurred approximately $5.7 (after-tax) of acquisition-related expenses related to professional fees and other external expenses primarily related to the FCI acquisition which was announced in the second quarter of 2015. Such acquisition-related expenses are separately presented in the accompanying Consolidated Statements of Income.

Note 10—Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment were as follows:

		Interconnect			Cable
		Products and			Products and
		Assemblies			Solutions			Total
Goodwill at December 31, 2014		$	2,493.0		$	123.7		$	2,616.7
Acquisition-related			155.9			—			155.9
Foreign currency translation			(79.7)			—			(79.7)
Goodwill at December 31, 2015			2,569.2			123.7			2,692.9
Acquisition-related			1,008.7			22.6			1,031.3
Foreign currency translation			(45.4)			—			(45.4)
Goodwill at December 31, 2016		$	3,532.5		$	146.3		$	3,678.8

Other than goodwill noted above, as well as indefinite-lived trade name intangible assets of approximately $186.1 and $52.3 as of December 31, 2016 and 2015, the Company’s intangible assets are subject to amortization. A summary of the Company’s amortizable intangible assets as of December 31, 2016 and 2015 is as follows:

		2016									2015
		Gross						Net			Gross						Net
		Carrying			Accumulated			Carrying			Carrying			Accumulated			Carrying
		Amount			Amortization			Amount			Amount			Amortization			Amount
Customer relationships		$	381.1		$	159.1		$	222.0		$	315.6		$	122.6		$	193.0
Proprietary technology			106.7			40.9			65.8			53.8			30.9			22.9
License agreements			6.0			6.0			—			6.0			6.0			—
Backlog and other			28.0			27.5			0.5			19.7			19.2			0.5
Total		$	521.8		$	233.5		$	288.3		$	395.1		$	178.7		$	216.4

Customer relationships, proprietary technology, license agreements and backlog and other amortizable intangible assets have weighted average useful lives of approximately 10 years, 11 years, 8 years and 1 year, respectively, for an aggregate weighted average useful life of approximately 10 years at December 31, 2016.

Intangible assets are included in Intangibles, net and other long-term assets in the accompanying Consolidated Balance Sheets. The aggregate amortization expense for the years ended December 31, 2016, 2015 and 2014 was approximately $54.6, $34.7 and $36.6, respectively. The 2016 and 2014 amortization expense includes $8.0 and $9.8, respectively, related to the amortization of acquired backlogs. Amortization expense estimated for each of the next five fiscal years is approximately $47.5 in 2017, $43.4 in 2018, $39.1 in 2019, $33.0 in 2020 and $28.1 in 2021.

Note 11—Reportable Business Segments and International Operations

The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company organizes its reportable business segments based upon similar economic characteristics and business groupings of products, services, and customers. These reportable business segments are determined based upon how the Company reviews its businesses, assesses operating performance and makes investing and resource allocation decisions. The Interconnect Products and Assemblies segment primarily designs, 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, 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 accounting policies of the segments are the same as those for the Company as a whole and are described in Note 1 herein. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.

		Interconnect Products									Cable Products									Total Reportable
		and Assemblies									and Solutions									Business Segments
		2016			2015			2014			2016			2015			2014			2016			2015			2014
Net sales:
External		$	5,922.3		$	5,239.1		$	4,992.6		$	364.1		$	329.6		$	352.9		$	6,286.4		$	5,568.7		$	5,345.5
Intersegment			6.9			7.2			6.6			30.0			21.6			18.0			36.9			28.8			24.6
Depreciation and amortization			206.8			162.3			160.0			4.9			3.0			3.4			211.7			165.3			163.4
Segment operating income			1,280.3			1,158.3			1,088.0			52.8			40.3			43.7			1,333.1			1,198.6			1,131.7
Segment assets (excluding goodwill)			4,587.5			4,580.4			4,161.7			197.1			163.5			173.4			4,784.6			4,743.9			4,335.1
Purchases of land and depreciable assets			186.2			167.1			203.1			4.0			4.5			4.8			190.2			171.6			207.9

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

		2016			2015			2014
Segment operating income		$	1,333.1		$	1,198.6		$	1,131.7
Interest expense			(72.6)			(68.3)			(80.4)
Other income, net			8.5			16.4			18.3
Stock-based compensation expense			(47.6)			(44.2)			(41.4)
Acquisition-related expenses			(36.6)			(5.7)			(14.1)
Other operating expenses			(43.7)			(44.0)			(41.6)
Income before income taxes		$	1,141.1		$	1,052.8		$	972.5

Reconciliation of segment assets to consolidated total assets:

		2016			2015
Segment assets, excluding goodwill		$	4,784.6		$	4,743.9
Goodwill			3,678.8			2,692.9
Other assets			35.3			21.6
Consolidated total assets		$	8,498.7		$	7,458.4

Net sales by geographic area for the years ended December 31, 2016, 2015 and 2014 and land and depreciable assets, net by geographic area as of December 31 were as follows:

		2016			2015			2014
Net sales
United States		$	1,740.7		$	1,696.3		$	1,673.5
China			1,865.6			1,675.5			1,440.8
Other international locations			2,680.1			2,196.9			2,231.2
Total		$	6,286.4		$	5,568.7		$	5,345.5
Land and depreciable assets, net
United States		$	209.2		$	214.4		$	214.8
China			200.1			151.4			149.2
Other international locations			302.1			243.7			226.7
Total		$	711.4		$	609.5		$	590.7

Net sales by geographic area are based on the customer location to which the product is shipped. No single customer represented 10% or more of the Company’s net sales for the years ended December 31, 2016 and 2014. During the year ended December 31, 2015, aggregate sales to the Company’s largest customer, including sales of products to EMS companies and subcontractors that the Company believes are manufacturing products on their behalf, represented approximately 11% of the Company’s net sales, all of which are included within the Interconnect Products and Assemblies segment. It is impracticable to disclose net sales by product or group of products.

Note 12—Other Income, net

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

		Year Ended December 31,
		2016			2015			2014
Agency and commitment fees		$	(3.0)		$	(2.0)		$	(1.9)
Interest income			11.5			18.4			20.2
		$	8.5		$	16.4		$	18.3

Note 13—Commitments and Contingencies

The Company has been named as a defendant in several legal actions arising from normal business activities. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to such legal actions cannot be reasonably estimated, such matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

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

The Company also has purchase obligations related to commitments to purchase certain goods and services. At December 31, 2016, the Company had purchase commitments of $219.9 in 2017, $35.0 in 2018 and 2019, combined, and $0.6 beyond 2019.

Note 14—Selected Quarterly Financial Data (Unaudited)

		Three Months Ended
		March 31,			June 30,			September 30,			December 31,
2016
Net sales		$	1,451.2		$	1,548.2		$	1,635.9		$	1,651.1
Gross profit			459.2			497.3			537.3			546.1
Operating income			239.4	(1)		300.3			326.3	(2)		339.1
Net income			158.4	(1)		208.7			227.1	(2)		238.3
Net income attributable to Amphenol Corporation			156.6	(1)		206.5			224.3	(2)		235.4
Net income per common share—Basic			0.51	(1)		0.67			0.73	(2)		0.76
Net income per common share—Diluted			0.50	(1)		0.65			0.71	(2)		0.75
2015
Net sales		$	1,327.1		$	1,351.5		$	1,459.6		$	1,430.5
Gross profit			424.6			432.5			464.0			458.5
Operating income			260.2			260.7	(3)		294.8			289.0
Net income			181.8			180.6	(3)		207.3			202.6
Net income attributable to Amphenol Corporation			179.8			179.0	(3)		204.5			200.1
Net income per common share—Basic			0.58			0.58	(3)		0.66			0.65
Net income per common share—Diluted			0.57			0.56	(3)		0.65			0.63

	(1)		Operating income, net income and net income per common share includes acquisition-related expenses primarily related to the acquisition of FCI which closed in January 2016. These acquisition-related expenses had the effect of decreasing Operating income, Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $30.3, $27.3, $27.3 and $0.09 per share, respectively, for the three months ended March 31, 2016.

	(2)		Operating income, net income and net income per common share includes acquisition-related expenses. These acquisition-related expenses had the effect of decreasing Operating income, Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $6.3, $5.8, $5.8 and $0.02 per share, respectively, for the three months ended September 30, 2016.

	(3)		Operating income, net income and net income per common share includes acquisition-related expenses primarily relating to the FCI acquisition which was announced in the second quarter of 2015. These acquisition-related expenses had the effect of decreasing Operating income, Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $5.7, $5.7, $5.7 and $0.02 per share, respectively, for the three months ended June 30, 2015.