Amphenol (APH) 10-K risk factor changes: FY2018 vs FY2017

Approximately [removed: 48%] [added: 49%] of the Company’s [removed: 2017] [added: 2018] net sales came from sales to the communications industry, including information technology and data communication, wireless communications and broadband communications, with [removed: 14%] [added: 17%] of the Company’s [removed: 2017] [added: 2018] net sales coming from sales to the mobile [removed: device] [added: devices] market.

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

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

Approximately [removed: 6%] [added: 5%] and 8% of the Company’s [removed: 2017] [added: 2018] net sales came from sales to the broadband communications and mobile networks markets, respectively.

Approximately 10% of the Company’s [removed: 2017] [added: 2018] net sales came from sales to the military market.

The Company competes primarily on the basis of technology innovation, product [removed: quality,] [added: quality and performance,] price, customer service and delivery time.

There can be no assurance that [removed: additional competitors will not enter] the [removed: Company’s existing markets, nor can there be any assurance that the] Company will be able to compete successfully against existing or new competition, and the inability to do so [added: may result in price reductions, reduced margins, or loss of market share, any of which] could have an adverse effect on the Company’s business, financial condition and results of operations.

The Company estimates that products introduced in the last two years accounted for approximately 25% of [removed: 2017] [added: 2018] net sales.

The Credit Agreement, dated as of March 1, [removed: 2016,] [added: 2016 (and as amended effective January 15, 2019),] among the Company, certain subsidiaries of the Company and a syndicate of financial institutions (the “Revolving Credit Facility”), which also backstops the Company’s [added: U.S.] commercial paper [added: program and Euro commercial paper] program, contains financial and other covenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit on priority indebtedness and limits on incurrence of liens.

As of December 31, [removed: 2017,] [added: 2018,] the Company had outstanding borrowings under the Revolving Credit Facility [added: as well as its U.S. commercial paper program] and [removed: the] [added: Euro] commercial paper program of [removed: nil] [added: nil, $554.5 million] and [removed: $1,175.4] [added: $68.8] million, respectively.

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

As of December 31, [removed: 2017,] [added: 2018,] approximately [removed: $1,182.0] [added: $639.9] million, or [removed: 33%,] [added: 18%,] of the Company’s outstanding borrowings were subject to floating interest rates and were primarily comprised of commercial paper borrowings.

A 10% change in LIBOR or floating interest rates at December 31, [removed: 2017] [added: 2018] would not have a material effect on the Company’s interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2018,] [added: 2019,] although there can be no assurance that interest rates will not change significantly.

As of December 31, [removed: 2017,] [added: 2018,] approximately [removed: 67%] [added: 82%] of the Company’s outstanding borrowings were based on fixed rates and primarily related to the following unsecured Senior Notes:

| Principal | | | Fixed | | | [removed: | |]

| Amount | | | Interest | | | [removed: | |]

| (in millions) | | | Rate | | Maturity | [removed: | |]

| $ | 750.0 | | 2.55 | % | January 2019 | [removed: | |]

| | 400.0 | | 2.20 | % | April 2020 | [removed: | |]

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

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

| | 350.0 | | 3.20 | % | April 2024 | [removed: | |]

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

However, there can be no assurance that these actions will be fully effective in managing currency risk, including in the event of a significant and sudden decline in the value of any of the [removed: international] [added: foreign] currencies of the Company’s worldwide operations, which could have an adverse effect on the Company’s business, financial condition and results of operations.

The Company is subject to taxes in the U.S. and numerous [removed: international] [added: foreign] jurisdictions.

During [removed: 2017,] [added: 2018,] non-U.S. markets constituted approximately [removed: 72%] [added: 73%] of the Company’s net sales, with China constituting approximately [removed: 30%] [added: 32%] of the Company’s net sales.

Because the Company has extensive non-U.S. operations as well as significant cash and cash investments held at institutions located outside of the [removed: U.S.,] [added: United States,] it is exposed to additional risks that could have a material adverse effect on the Company’s business, financial condition, results of [removed: operations,] [added: operations] or cash flows, including:

| | · | | instability in political or economic conditions, including but not limited to inflation, [removed: recession,] [added: recession or slowing growth, changes in tariff and trade barriers and import and export licensing requirements, our ability to hire and maintain qualified staff in these regions,] foreign currency exchange restrictions and devaluations, restrictive governmental controls on the movement and repatriation of earnings and capital, and actual or anticipated military or political conflicts, particularly in emerging markets; |

[removed: During, and following, the U.S. presidential election in 2016,] [added: In recent years,] there has been discussion and dialogue regarding potential significant changes to U.S. trade policies, legislation, treaties and tariffs, [removed: including the North American Free Trade Agreement (“NAFTA”)] as well as trade policies and tariffs affecting China.

[removed: Such operational changes] [added: Market volatility and currency exchange rate fluctuations] could have a material adverse effect on our business, financial condition, results of operations or cash flows.

In addition to changes in U.S. trade policy, a number of other economic and geopolitical factors both in the [removed: U.S.] [added: United States] and abroad could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows, [removed: which could ultimately result in:][added: such as:]

| | · | | effects of significant changes in economic, monetary and fiscal policies in the [removed: U.S.] [added: United States] and abroad including significant income tax changes, currency fluctuations and inflationary pressures; |

| | · | | changes in government policies and regulations affecting the Company or its significant [removed: customers;] [added: customers or suppliers;] |

| | · | | changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans; [removed: and] |

| | · | | the impact of each of the foregoing on outsourcing and procurement [removed: arrangements.] [added: arrangements; and] |

The Company may experience difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired [removed: businesses, including the potential for the impairment of goodwill.][added: businesses.]

The Company has completed a number of acquisitions in recent years, including the [added: recent] acquisition of [removed: FCI on] [added: SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., in] January [removed: 8, 2016.][added: 2019.]

At December 31, [removed: 2017,] [added: 2018,] the total assets of the Company were [removed: $10,003.9] [added: $10,044.9] million, which included [removed: $4,042.6] [added: $4,103.2] million of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired).

The Company performs annual evaluations [added: (or more frequently, if necessary)] for the potential impairment of the carrying value of goodwill.

Risks related to our global operations

As a result, our financial results and our operations, including our ability to manufacture, assemble and test, design, develop or sell products, and the demand for our products, may be adversely affected by a number of global and regional factors outside of our control.

International trade disputes may result in increased tariffs, trade barriers and other protectionist measures that could increase our manufacturing costs, make our products less competitive, reduce consumer demand or impede or slow the movement of our goods across borders.

Increasing protectionism and economic nationalism may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in some markets.

In the case of the North American Free Trade Agreement (“NAFTA”), on December 1, 2018, the United States, Mexico and Canada signed a new trade agreement called the United States-Mexico-Canada Agreement (“USMCA”), which would replace NAFTA but which, as of the date of this filing, must still be ratified by each country's legislature.

If the legislature in any one or more of the signatory countries fails to ratify the USMCA, then the future status of NAFTA is uncertain.

Changes to current policies by the U.S. government could affect our business, including potentially through increased import tariffs and other influences on U.S. trade relations with China and other countries.

The imposition of tariffs or other trade barriers could increase our costs in certain markets, and may cause our customers to find alternative sourcing.

In addition, other countries may change their own policies on business and foreign investment in companies in their respective countries.

Additionally, it is possible that U.S. policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations.

| | · | | continuing uncertainty regarding social, political, immigration and tax and trade policies in the United States and abroad, including as a result of the United Kingdom’s vote to withdraw from the European Union. |

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

Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities.

These laws and regulations may apply to companies, individual directors, officers, employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions and partnering activities.

In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”).

The FCPA prohibits U.S.

companies and their officers, directors, employees and agents acting on their behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.

The FCPA also requires companies to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls.

As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA.

In addition, some of the foreign locations in which we operate lack a developed legal system and have elevated levels of corruption.

As a result of the above activities, we are exposed to the risk of violating anti-corruption laws.

We have established policies and procedures designed to assist us and our personnel in complying with applicable U.S. and international laws and regulations.

However, there can be no assurance that these policies will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements.

Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures.

In addition any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

In addition, the Company may not be able to pass along increased raw material or component prices to its customers.

Consequently, our results of operations and financial condition may be adversely affected.

In limited instances we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers.

Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our customers and, accordingly, could have an adverse effect on our business, results of operations and financial position.

Risks related to our end markets

successfully in the communications industry.

U.S. government expenditures are also subject to political and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of demand for our products.

In addition, rapid technological changes occurring in the communications industry could also lead to the entry of new competitors of all sizes against whom we may not be able to successfully compete.

Risks related to acquisitions

The Company may also experience challenges following the acquisition of a new company or business, including, but not limited to: managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors.

Although we expect to realize strategic, operational and financial benefits as a result of past or future acquisitions and investments, we cannot predict or guarantee whether and to what extent anticipated cost savings, benefits and growth prospects will be achieved.

The Company may in the future incur goodwill and other intangible asset impairment charges.

Furthermore, we cannot provide assurance that impairment charges in the future will not be required if the expected cash flow estimates as projected by management do not occur, especially if an economic recession occurs and continues for a lengthy period or becomes severe, or if acquisitions and investments made by the Company fail to achieve expected returns.

Risks related to our liquidity and capital resources

| | | | | | |

quality, delivery and other standards while maintaining competitive prices.

| | | | | | | | |

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

The final transition impacts of the Tax Act may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts.

At this time, it is unknown whether and to what extent new legislation will be passed into law, pending or new regulatory proposals will be adopted, international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on our industry or our Company.

If any new legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, it may be inefficient and expensive for us to alter our business operations in order to adapt to or comply with such changes.

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

While the Company’s internal controls and systems are designed to protect it from illegal acts committed by employees, customers, suppliers, distributors and other business partners that may violate U.S. or local jurisdictional laws, there are no guarantees that such internal controls and systems will always protect the Company from such acts.

Such acts may include, but are not limited to, bribery, conflicts of interest, fraud, kickbacks and money laundering.

Such violations or allegations could damage the Company’s reputation, lead to criminal or civil investigations in the U.S. or foreign jurisdictions, and ultimately result in monetary or non-monetary penalties and/or significant legal and administrative fees.

The Company may be subject to litigation and other regulatory or legal proceedings that could adversely impact our financial position, results of operations, or cash flows, including but not limited to, claims related to employment, tax, intellectual property, environmental, sales practices, workers compensation, product warranty, product liability and acquisitions.

[removed: (dollars] [added: (amounts] in millions, except [added: share and] per share [removed: data)][added: data, unless otherwise noted)]

The following discussion and analysis of the results of operations for the three years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] has been derived from and should be read in conjunction with the Consolidated Financial Statements included in Part II, Item 8, herein.

[removed: In 2017, approximately 72% of the Company’s sales were outside the U.S.] The primary end markets for our products are:

In [removed: 2017,] [added: 2018,] the Company reported net [removed: sales and] [added: sales,] operating income [added: and net income attributable to Amphenol Corporation] of [removed: $7,011.3] [added: $8,202.0, $1,686.9] and [removed: $1,427.6,] [added: $1,205.0,] respectively, up [removed: 12%] [added: 17%, 18%] and [removed: 18%,] [added: 85%,] respectively, from [removed: 2016.][added: 2017.]

[removed: The Company also reported] [added: In 2017, the Company’s] net income attributable to Amphenol Corporation [removed: of $650.5, down 21% from 2016, primarily as a result of] [added: was impacted by] the enactment of the Tax Cuts and Jobs Act [added: in 2017] which resulted in a provisional income tax charge of $398.5 [removed: in 2017] as discussed in more detail below and in the Notes to the Consolidated Financial Statements within this Annual Report on Form 10-K, in addition to the impact of the acquisition-related expenses incurred [removed: in] [added: during] the [removed: respective periods,] [added: year,] partially offset by the excess tax benefits of $66.6 [removed: related to stock-based compensation as a result of the adoption of the new stock-based compensation standard.][added: recognized from stock option exercises.]

Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income attributable to Amphenol Corporation, as defined in the “Non-GAAP Financial Measures” section below and as reconciled in Part II, Item 6 and Item 7 herein, [removed: both] increased by [removed: 15%] [added: 18% and 19%, respectively,] in [removed: 2017.][added: 2018.]

In [removed: 2017,] [added: 2018,] the Company generated operating cash flow of [removed: $1,144.2.][added: $1,112.7.]

As discussed under Critical Accounting Policies and Estimates within this Item 7, the three components of the Tax Act Charge [removed: are] [added: were] provisional amounts recorded in accordance with [added: SEC] Staff Accounting Bulletin No. 118 (“SAB 118”).

SAB [removed: 118] [added: 118, which is now codified under ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118,] addresses the application of U.S. GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act.

Due to the timing of the Tax Act’s enactment and the complexity of its provisions, the Company [removed: has] [added: had] not completed its accounting for the impact of the Tax [removed: Act.][added: Act in 2017.]

The Company [removed: will analyze] [added: analyzed] guidance and technical interpretations [removed: of] [added: issued in 2018 related to] the provisions of the Tax Act, [removed: as well as refine, analyze] and [removed: update] [added: refined, analyzed and updated] the underlying data, computations and assumptions used to prepare the Tax Act Charge.

| | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | |

| Cost of sales | | [removed: 67.1] [added: 67.6] | | | [removed: 67.5] [added: 67.1] | | | [removed: 68.1] [added: 67.5] | | |

| Acquisition-related expenses | | [removed: —] [added: 0.1] | | | [removed: 0.6] [added: —] | | | [removed: 0.1] [added: 0.6] | | |

| Selling, general and administrative expenses | | [removed: 12.5] [added: 11.7] | | | [removed: 12.7] [added: 12.5] | | | [removed: 12.0] [added: 12.7] | | |

| Operating income | | [removed: 20.4] [added: 20.6] | | | [removed: 19.2] [added: 20.4] | | | [removed: 19.8] [added: 19.2] | | |

| Interest expense | | [removed: (1.3)] [added: (1.2)] | | | [removed: (1.1)] [added: (1.3)] | | | [removed: (1.2)] [added: (1.1)] | | |

| Other income, net | | [removed: 0.2] [added: —] | | | [removed: 0.1] [added: 0.2] | | | [removed: 0.3] [added: 0.1] | | |

| Income before income taxes | | [removed: 19.3] [added: 19.4] | | | [removed: 18.2] [added: 19.3] | | | [removed: 18.9] [added: 18.2] | | |

| Provision for income taxes | | [removed: (9.9)] [added: (4.5)] | | | [removed: (4.9)] [added: (9.9)] | | | [removed: (5.0)] [added: (4.9)] | | |

| Net income | | [removed: 9.4] [added: 14.9] | | | [removed: 13.3] [added: 9.4] | | | [removed: 13.9] [added: 13.3] | | |

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

| Net income attributable to Amphenol Corporation | | [removed: 9.3] [added: 14.7] | % | | [removed: 13.1] [added: 9.3] | % | | [removed: 13.7] [added: 13.1] | % | |

Net sales to the commercial aerospace market slightly increased (approximately $9.9) primarily due to the contributions from acquisitions as well as strength in large passenger planes, partially offset by continued weakness in demand for business [removed: jets and helicopters.]

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures, by segment and consolidated, for the [removed: years] [added: year] ended December 31, 2017 [removed: and] [added: compared to the year ended December 31,] 2016:

| | (2) | | Foreign currency translation impact, a non-GAAP measure, represents the impact on net sales resulting from foreign currency exchange rate changes in the current year [removed: period(s)] compared to the prior year. Such amount is calculated by [removed: translating] [added: subtracting] current year net sales [added: translated] at average foreign currency exchange rates for the respective prior [removed: year.] [added: year from current year reported net sales, taken as a percentage of the respective prior year’s net sales.] |

| | (4) | | Acquisition impact, a non-GAAP measure, represents the impact on net sales resulting from acquisitions closed [removed: during] [added: since] the [removed: years presented,] [added: beginning of the prior calendar year,] which were not included in the Company’s results as of the comparable prior year and which do not reflect the underlying growth of the Company on a comparative basis. |

[removed: International] [added: Foreign] sales in 2017 increased approximately 11% in U.S. dollars ($5,032.9 in 2017 versus $4,545.7 in 2016), 10% in constant currencies and 8% organically, compared to 2016 with strength in both Asia and Europe.

The comparatively [added: slightly] weaker U.S. dollar in [removed: 2017] [added: 2018] had [removed: the] [added: an insignificant] effect [removed: of increasing] [added: on] net sales [removed: by approximately $13.1] compared to [removed: 2016.][added: 2017.]

The increase in operating income margin was driven primarily by [removed: the] [added: strong operating leverage on] higher [removed: gross profit margin as discussed above.][added: sales volumes.]

The increase in the effective tax rate in 2017 resulted primarily from the Tax Act Charge of $398.5, partially offset by the excess tax benefits of $66.6 related to stock-based [removed: compensation as a result of the adoption of the new stock-based compensation standard in 2017 (the adoption of ASU 2016-09 is discussed in Note 1 of the Notes to the Consolidated Financial Statements).][added: compensation.]

| | (1) | | While the terms “operating margin” and “effective tax rate” are not considered [added: U.S.] GAAP [added: financial] measures, for purposes of this table, we derive the [removed: Reported] [added: reported] (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP [added: financial] measure. |

Net sales were [removed: $6,286.4] [added: $8,202.0] for the year ended December 31, [removed: 2016] [added: 2018] compared to [removed: $5,568.7] [added: $7,011.3] for the year ended December 31, [removed: 2015,] [added: 2017,] an increase of [removed: 13%] [added: 17%] in [added: both] U.S. [removed: dollars, 14% in] [added: dollars and] constant currencies and [removed: 2%] [added: 14%] organically (excluding both currency and acquisition impacts) over the prior year.

Net sales in the Interconnect Products and Assemblies segment (approximately [removed: 94%] [added: 95%] of net sales) increased [removed: 13%] [added: 18%] in U.S. dollars, [removed: 14%] [added: 17%] in constant currencies and [removed: 2%] [added: 14%] organically in [removed: 2016,] [added: 2018,] compared to [removed: 2015.][added: 2017.]

The sales growth was driven [removed: primarily] by growth in the [added: mobile devices, industrial, automotive,] information technology and data communications, [removed: industrial, automotive,] [added: military,] mobile networks and [removed: military] [added: commercial aerospace] markets, [removed: with contributions from both the Company’s acquisitions as well as organic strength,] partially offset by a [added: slight] decline in sales [removed: in] [added: into] the [removed: mobile devices market and a slight decline] [added: broadband communications market, with growth resulting primarily from organic strength,] in [added: addition to contributions from] the [removed: commercial aerospace market.][added: Company’s acquisitions.]

Net sales to the information technology and data communications market increased (approximately [removed: $404.0),] [added: $166.1),] reflecting [removed: the benefits of FCI and other acquisitions as well as] [added: organic] growth in products for data centers, including [removed: server, networking] [added: server] and [removed: storage-related applications.][added: networking-related applications, storage, and consumer electronics.]

Net sales to the automotive market increased (approximately [removed: $118.3),] [added: $184.9),] driven by [removed: both an] [added: growth and] expansion [removed: of our products across a diversified range] [added: in most regions] of [removed: vehicles and new onboard electronics] [added: the global automotive market,] as well as contributions from acquisitions.

Net sales to the military market increased (approximately [removed: $24.0),] [added: $133.2),] driven [removed: primarily] by [added: broad strength across the market including] increased sales into [removed: avionics packaging] [added: avionics, military communications] and military airframe [added: applications, as well as missile] applications.

Net sales to the mobile devices market [removed: decreased] [added: increased] (approximately [removed: $158.8)] [added: $403.6)] primarily due to [removed: declining] [added: growth in] sales of products incorporated into [removed: tablets,] smartphones and [removed: production-related products,] [added: related accessories,] partially offset by [removed: growth in] [added: declining] sales of products incorporated into [removed: new wearable technologies.][added: tablets.]

Net sales in the Cable Products and Solutions segment (approximately [removed: 6%] [added: 5%] of net sales), which [removed: is] primarily [removed: in] [added: serves] the broadband communications market, increased [removed: 10%] [added: 4%] in U.S. dollars, [removed: 12%] [added: 6%] in constant currencies and [removed: 9%] [added: 6%] organically in [removed: 2016,] [added: 2018,] compared to [removed: 2015, primarily due to the sales increase in the broadband communications market and contributions from an acquisition made during the second half of 2016.][added: 2017.]

In 2018, approximately 73% of the Company’s sales were outside the United States.

In 2018, the Company’s net income attributable to Amphenol Corporation was impacted by the recognition of an income tax benefit of $14.5 related to the completion of the accounting for the Tax Act Charge (defined below) in the fourth quarter of 2018 and the recognition of excess tax benefits of $19.8 from stock option exercises, partially offset by acquisition-related expenses incurred during the year.

Due to the timing of the Tax Act’s enactment and the complexity of its provisions, the Company had not completed its accounting for the impact of the Tax Act as of December 31, 2017.

As a result, the Company recorded an income tax benefit of $14.5 in 2018 related to the completion of the accounting for the Tax Act Charge.

2018 Compared to 2017

Net sales to the industrial market increased (approximately $214.9), reflecting sales strength in medical, heavy equipment, electric vehicle, railway and mass transit, and oil and gas, as well as contributions from acquisitions.

Net sales to the mobile networks market increased (approximately $56.3), due to increased sales to both mobile networks equipment manufacturers and mobile operators.

Net sales to the commercial aerospace market increased (approximately $39.6) primarily due to strength in large passenger planes.

The increase in the Cable Products and Solutions segment was primarily due to an increase in cable products sold into the mobile networks market, which was partially offset by the slight decrease in sales into the broadband communications market.

| | | 2018 | | | 2017 | | | (GAAP) | | | (non-GAAP) | | | (non-GAAP) | | | (non-GAAP) | | | (non-GAAP) | | |

| Consolidated | | $ | 8,202.0 | | $ | 7,011.3 | | 17 | % | | — | % | | 17 | % | | 3 | % | | 14 | % | |

Research and development expenses increased approximately $27.2 in 2018 primarily related to increases in expenses for new product development and represented approximately 2.7% of net sales in 2018 and 2.8% of net sales in 2017.

Operating income was $1,686.9 or 20.6% of net sales in 2018, compared to $1,427.6 or 20.4% of net sales in 2017.

Operating income for 2018 and 2017 includes acquisition-related expenses of $8.5 and $4.0, respectively, related to external transaction costs.

The decrease in operating income margin for the Cable Products and Solutions segment in 2018 compared to 2017 was primarily driven by increases in certain commodity costs.

Interest expense was $101.7 in 2018 compared to $92.3 in 2017.

The increase is primarily due to higher average interest rates on the Company’s U.S. Commercial Paper Program (as defined below in this Item 7) and the senior note issuances in April 2017.

The lower effective tax rate in 2018 compared to 2017 resulted primarily from the Tax Act Charge of $398.5 recorded in 2017, which was partially offset by the excess tax benefits of $66.6 from stock option exercises.

The effects of these items were significantly lower in 2018, as the Company recorded an income tax benefit of $14.5 in 2018 related to the completion

of the accounting for the Tax Act Charge, along with the excess tax benefits of $19.8 from stock option exercises.

| | | 2018 | | | | | | | | | | | | | 2017 | | | | | | | | | | | |

| Reported (GAAP) | | $ | 1,686.9 | | 20.6 | % | $ | 1,205.0 | | 23.4 | % | $ | 3.85 | | $ | 1,427.6 | | 20.4 | % | $ | 650.5 | | 51.1 | % | $ | 2.06 |

| Acquisition-related expenses | | | 8.5 | | 0.1 | | | 7.2 | | \- | | | 0.02 | | | 4.0 | | \- | | | 3.7 | | \- | | | 0.01 |

| Excess tax benefits related to stock-based compensation | | | \- | | \- | | | (19.8) | | 1.2 | | | (0.06) | | | \- | | \- | | | (66.6) | | 4.9 | | | (0.21) |

| Tax Act Charge (benefit) | | | \- | | \- | | | (14.5) | | 0.9 | | | (0.04) | | | \- | | \- | | | 398.5 | | (29.5) | | | 1.26 |

| Adjusted (non-GAAP) | | $ | 1,695.4 | | 20.7 | % | $ | 1,177.9 | | 25.5 | % | $ | 3.77 | | $ | 1,431.6 | | 20.4 | % | $ | 986.1 | | 26.5 | % | $ | 3.12 |

jets and helicopters.

| | (2) | | Foreign currency translation impact, a non-GAAP measure, represents the impact on net sales resulting from foreign currency exchange rate changes in the current year compared to the prior year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the respective prior year from current year reported net sales, taken as a percentage of the respective prior year’s net sales. |

| | (4) | | Acquisition impact, a non-GAAP measure, represents the impact on net sales resulting from acquisitions closed since the beginning of the prior calendar year, which were not included in the Company’s results as of the comparable prior year and which do not reflect the underlying growth of the Company on a comparative basis. |

The comparatively weaker U.S. dollar in 2017 did not significantly impact net sales compared to 2016.

The increase in operating income margin was driven primarily by strong operating leverage on higher sales volumes.

| | (1) | | While the terms “operating margin” and “effective tax rate” are not considered U.S. GAAP financial measures, for purposes of this table, we derive the reported (GAAP) measures based on GAAP results, which serve as the basis for the reconciliation to their comparable non-GAAP financial measure. |

The Company used approximately $400, net of cash acquired, of its cash, cash equivalents and short-term investments as of December 31, 2018 to fund the acquisition of SSI Controls Technologies (“SSI”) in January 2019, as described below.

In addition, in January 2019, the Company issued $500.0 principal amount of 4.350% Senior Notes due June 1, 2029, the net proceeds of which were used, along with borrowings under the U.S. Commercial Paper Program, to repay the Company’s $750.0 outstanding principal amount of 2.55% Senior Notes due in January 2019.

Prior to the Tax Act, the Company asserted its intention to indefinitely reinvest outside of the United States all of its foreign earnings not otherwise distributed currently.

The Tax Act also imposed a one-time transition tax on all of the Company’s pre-2018 accumulated unremitted foreign earnings.

As a result, on December 31, 2017, the Company

recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted in 2018.

In the second quarter of 2018, the Company paid the first annual installment of the Transition Tax of approximately $18.0.

As a result of the Tax Act, on December 31, 2017 the Company indicated an intention to repatriate most of its pre-2018 accumulated earnings and recorded the foreign and U.S. state and local tax costs related to the repatriation.

The Company will complete its accounting in 2018 once the Company has obtained, prepared and fully analyzed all the necessary information.

Refer to Note 4 of the Notes to the Consolidated Financial Statements for further discussion on the Tax Act.

For a discussion of certain risks associated with changes to fiscal and tax policies including the Tax Act, refer to the risk factor titled “Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results” in Part I, Item 1A herein.

Gross profit margin as a percentage of net sales was 32.9% in 2017 compared to 32.5% in 2016.

The increase in gross profit margin as a percentage of net sales relates primarily to higher gross profit margins in the Interconnect Products and Assemblies segment reflecting the benefit of higher volumes and strong operational execution.

Other income, net, increased to $17.1 in 2017 compared to $8.5 in 2016.

The increase is primarily related to higher interest income on higher cash equivalents and short-term investment balances.

2016 Compared to 2015

Net sales to the industrial market increased (approximately $183.9) reflecting the benefit of acquisitions including FCI as well as sales strength in hybrid bus and truck, factory automation and heavy equipment, which was partially offset by sales declines in

products sold into oil and gas exploration and alternative energy applications.

Net sales to the mobile networks market increased (approximately $114.9), primarily due to contributions from acquisitions including FCI as well as increased sales to mobile network service providers and original equipment manufacturers.

Net sales to the commercial aerospace market slightly decreased (approximately $2.5) due to decreases in commercial helicopter and business jet demand which offset the growth associated with new airplane platforms.

| | | 2016 | | | 2015 | | | (GAAP) | | | (non-GAAP) | | | (non-GAAP) | | | (non-GAAP) | | | (non-GAAP) | | |

| Consolidated | | $ | 6,286.4 | | $ | 5,568.7 | | 13 | % | | (1) | % | | 14 | % | | 12 | % | | 2 | % | |

The comparatively stronger U.S. dollar in 2016 had the effect of decreasing net sales by approximately $61.3 compared to 2015.

Gross profit margin as a percentage of net sales was 32.5% in 2016 compared to 31.9% in 2015.

The increase in gross profit margin as a percentage of net sales relates primarily to higher gross profit margins in the Interconnect Products and Assemblies segment reflecting the benefit of higher volumes and cost reduction actions as well as the impact of the FCI acquisition, which had higher gross margins than the average of the Company.

The increase is driven primarily by the impact of the FCI acquisition, which has higher selling, general and administrative expenses as a percentage of net sales than the average of the Company.

Research and development expenses increased approximately $41.4 in 2016 primarily related to the impact of the FCI acquisition and represented approximately 2.6% of net sales in 2016 and 2.2% of net sales in 2015.

Operating income was $1,205.2 or 19.2% of net sales in 2016, compared to $1,104.7 or 19.8% of net sales in 2015.

Operating income for 2016 includes $36.6 of acquisition-related expenses, which included external transaction costs, amortization related to the value associated with acquired backlog and post-closing restructuring charges related to the FCI acquisition, as well as transaction costs associated with other acquisitions.

Operating income for 2015 includes $5.7 of acquisition-related expenses, which includes professional and transaction-related fees and other external expenses related to acquisitions closed and announced in 2015.

For the years ended December 31, 2016 and 2015, these expenses had an impact on net income of $33.1, or $0.11 per share, and $5.7, or $0.02 per share, respectively.

The slight decrease in operating income margin is driven by the impact of the FCI acquisition, which had a lower operating margin than the average of the Interconnect Products and Assemblies segment for the full year period.

The increase in operating income margin for the Cable Products and Solutions segment in 2016 compared to 2015 was primarily as a result of strong operating execution on additional volume, along with the benefit from the favorable impact from commodities.

Interest expense was $72.6 in 2016 compared to $68.3 in 2015.

The increase is primarily attributable to the impact of higher average debt levels in 2016 which primarily resulted from the Company’s dividend and stock buyback programs.

Other income, net, decreased to $8.5 in 2016 compared to $16.4 in 2015, primarily related to lower interest income on lower cash equivalents and short-term investments, which resulted from the funding of the acquisition of FCI in January 2016 with cash, cash equivalents and short-term investments held outside of the United States.

The effective tax rate for 2016 and 2015 included the effect of acquisition-related expenses incurred during each year.

| | | 2016 | | | | | | | | | | | | | 2015 | | | | | | | | | | | |

| Reported (GAAP) | | $ | 1,205.2 | | 19.2 | % | $ | 822.9 | | 27.0 | % | $ | 2.61 | | $ | 1,104.7 | | 19.8 | % | $ | 763.5 | | 26.6 | % | $ | 2.41 |

| Acquisition-related expenses | | | 36.6 | | 0.6 | | | 33.1 | | (0.5) | | | 0.11 | | | 5.7 | | 0.1 | | | 5.7 | | (0.1) | | | 0.02 |

| Adjusted (non-GAAP) | | $ | 1,241.8 | | 19.8 | % | $ | 856.0 | | 26.5 | % | $ | 2.72 | | $ | 1,110.4 | | 19.9 | % | $ | 769.2 | | 26.5 | % | $ | 2.43 |

As a result of this change, the Company plans to repatriate a significant portion of its cash, cash equivalents and short-term investments in 2018.

Additionally, in connection with the Tax Act, the Company recorded a provisional charge for the foreign and U.S. state and local tax cost related to changes in the Company’s permanent reinvestment assertion with regards to prior accumulated unremitted earnings from certain foreign subsidiaries, due to our intention to repatriate such foreign earnings over time.

Such taxes will be paid when those respective earnings are repatriated.

The Company does not believe that these future tax payments will have a significant impact on its liquidity or capital resources.

The increase in cash flow provided by operating activities for 2016 compared to 2015 is primarily related to an increase in net income, higher non-cash charges resulting from the increase in depreciation and amortization related to the FCI acquisition, and a higher decrease in the net components of working capital, which were partially offset by a higher usage of cash related to the change in long-term assets and liabilities.

Accounts receivable increased $249.3 to $1,598.6 primarily due to increased sales volumes, the impact of our 2017 acquisitions and the effect of translation from

exchange rate changes at December 31, 2017 compared to December 31, 2016 (“Translation”).

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

However, there can be no assurance that these actions will be fully effective in managing currency risk, including in the event of a significant and sudden decline in the value of any of the [removed: international] [added: foreign] currencies of the Company’s worldwide operations.

As of December 31, [removed: 2017,] [added: 2018,] the Company had [removed: six] [added: two] forward contracts of varying amounts that effectively fixed [removed: Euro,] Great Britain Pound and Korean Won intercompany debt obligations into fixed Hong Kong dollar denominated obligations expiring at various times through [removed: 2018] [added: 2019] concurrent with the underlying intercompany loans.

The fair value of the contracts at December 31, [removed: 2017] [added: 2018] resulted in a net asset of [removed: $2.3.][added: $2.4.]

A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

[removed: Any] [added: While there were no such] borrowings [added: as of December 31, 2018, any borrowings] under the Revolving Credit Facility either bear interest at or trade at rates that fluctuate with a spread over [removed: LIBOR, while any borrowings under the Commercial Paper Program are subject to floating interest rates.][added: LIBOR.]

As of December 31, [removed: 2017, $1,182.0,] [added: 2018, approximately $639.9,] or [removed: 33%,] [added: 18%] of the Company’s outstanding borrowings, which related [removed: mainly] [added: primarily] to [removed: its] [added: the Company’s] Commercial Paper [removed: Program,] [added: Programs,] were subject to floating interest rates.

At December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the Company’s average floating rate on [removed: such] borrowings [added: under the U.S. Commercial Paper Program] was [removed: 1.71%] [added: 2.88%] and [removed: 1.06%,] [added: 1.71%,] respectively.

A 10% change in [removed: this] [added: the] interest rate at December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017 for either or both Commercial Paper Programs] would not have a material effect on interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2018,] [added: 2019,] although there can be no assurances that interest rates will not change significantly.

(amounts in millions)

In July 2018, the Company and one of its wholly owned European subsidiaries (collectively, the “Euro Issuer”) entered into a Euro Commercial Paper Program, and then in October 2018, issued €500.0 (approximately $574.6) of unsecured 2.000% senior notes (“2028 Euro Notes”) due October 8, 2028.

While the 2028 Euro Notes are denominated in Euros, any borrowings under the Company’s Euro Commercial Paper Program may be denominated in various foreign currencies, including the Euro.

When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage these changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies for which such borrowings are made.

Refer to Note 2 of the Notes to the Consolidated Financial Statements for a discussion of debt.

The Company currently has outstanding various fixed rate series of senior notes over various maturity dates.

In October 2018, the Euro Issuer issued the 2028 Euro Notes, and the Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its U.S. Commercial Paper Program and Euro Commercial Paper Program (collectively, the “Commercial Paper Programs”), with the remainder of the net proceeds being used for general corporate purposes.

In January 2019, the Company issued $500.0 of unsecured 4.350% Senior Notes due June 2029.

The Company used the net proceeds of the 4.350% Senior Notes, along with borrowings under the U.S. Commercial Paper Program, to repay $750.0 of 2.55% Senior Notes due January 30, 2019.

Any borrowings under the Commercial Paper Programs are subject to floating interest rates.

At December 31, 2018, the Company’s average floating rate on borrowings under the Euro Commercial Paper Program was (0.10)%.

(dollars in millions)

In April 2017, the Company issued $400.0 principal amount of unsecured 2.20% senior notes due April 2020 and $350.0 principal amount of unsecured 3.20% senior notes due April 2024.

The Company used all of the net proceeds to repay the outstanding 1.55% senior notes of $375.0 that was due in September 2017 as well as for general corporate purposes.

The Company estimates, based on reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately [removed: $150] [added: $170] billion in [removed: 2017.][added: 2018.]

Certain predecessor businesses of the Company were founded in 1932 and the Company was incorporated under the laws of the State of Delaware in [removed: 1987.][added: 1986.]

[removed: Value-add systems generally consist of a] system of cable, flexible circuits or printed circuit boards and connectors for linking electronic equipment.

The table below provides a summary of our reporting segments, the [removed: 2017] [added: 2018] net sales contribution of each segment, the primary industry and end markets that we service and our key products:

| | · | | Pursue broad diversification - The Company constantly drives to increase [removed: its] [added: the] diversity of [added: its] markets, customers, applications and products. Due to the tremendous variety of opportunities in the electronics industry, management believes that it is important to ensure participation wherever significant growth opportunities are available. This diversification positions us to proliferate our technologies across the broadest array of opportunities and reduces our exposure to any particular market, thereby reducing the variability of our financial performance. An overview of the Company’s market and product participation is described under “Markets”. |

| | · | | Pursue strategic acquisitions and investments - The Company believes that the [removed: interconnect and sensor] industry [added: in which it operates] is highly fragmented and continues to provide significant opportunities for strategic acquisitions. Accordingly, we continue to pursue acquisitions of high-growth potential companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence. Furthermore, we seek to enhance the performance of acquired companies by leveraging Amphenol’s business strategy and access to low-cost manufacturing around the world. In [added: 2018, the Company invested approximately $159 million to fund three acquisitions, while in] 2017, the Company invested approximately $266 million to fund five acquisitions comprising seven [removed: businesses,] [added: businesses. Our acquisitions in 2018] and [added: 2017 have strengthened our customer base and product offerings] in [removed: 2016,] [added: many of our end markets. In addition, in January 2019,] the Company [removed: invested approximately $1.3 billion to fund five acquisitions, including] [added: acquired SSI Controls Technologies (“SSI”),] the [removed: acquisition] [added: sensor manufacturing division] of [removed: FCI Asia Pte. Ltd. (“FCI”), the largest acquisition in our history (“FCI acquisition”),] [added: SSI Technologies, Inc.,] for [removed: an aggregate purchase price of] approximately [removed: $1.2 billion,] [added: $400 million,] net of cash [removed: acquired. Our acquisitions in 2017 and 2016 strengthened] [added: acquired (subject to customary post-closing adjustments) plus a performance-related contingent payment. The acquisition of SSI is expected to strengthen] our customer base and product offerings in [removed: many of] our [added: automotive and industrial] end markets. |

Sales into the automotive market represented approximately [removed: 19%] [added: 18%] of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

The Company offers a wide range of products to service the broadband market, from customer premises [removed: cables] [added: cable] and interconnect devices to distribution cable and fiber optic components, as well as interconnect products integrated into headend equipment.

Sales into the broadband communications market represented approximately [removed: 6%] [added: 5%] of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Sales into the commercial aerospace market represented approximately 4% of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Amphenol’s core competencies include application-specific industrial interconnect solutions utilizing integrated assemblies, including with both cable [removed: and flexible printed circuits, as well as high-power interconnects requiring advanced engineering and system integration.]

Sales into the industrial market represented approximately 19% of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Sales into the IT and datacom market represented approximately [removed: 20%] [added: 19%] of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Sales into the military market represented approximately 10% of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Sales into the mobile devices market represented approximately [removed: 14%] [added: 17%] of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks [removed: market.][added: market and offers a wide product portfolio.]

The Company’s products are used in [removed: virtually every] [added: most] current and next generation wireless communications standards.

Sales into the mobile networks market represented approximately 8% of the Company’s net sales in [removed: 2017] [added: 2018] with sales into the following primary end applications:

The Company’s products are sold to thousands of original equipment manufacturers (“OEMs”) in [removed: approximately 70] [added: numerous] countries throughout the world.

The [removed: Company also sells certain] [added: Company’s] products [added: are also sold] to electronic manufacturing services (“EMS”) companies, to original design manufacturers (“ODMs”) and to [removed: communication network operators.][added: service providers.]

During the year ended December 31, [removed: 2015,] [added: 2018,] aggregate sales to Apple Inc., including sales of products to EMS companies [removed: and subcontractors] that the Company believes are manufacturing products on [removed: their] [added: Apple’s] behalf, accounted for approximately [removed: 11%] [added: 12%] of our net sales.

The Company’s sales to distributors represented approximately 15% of the Company’s net sales in [removed: 2017.][added: 2018.]

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

For a discussion of certain risks attendant to the Company’s foreign operations, refer to the risk factor titled “Non-U.S. markets form a substantial portion of the Company’s business and as a result, the Company is more exposed to political, economic, [removed: military, natural disaster] [added: military] and other risks in countries outside the United States” in Part I, Item 1A herein.

[added: The Company focuses its research and development efforts primarily on those] product areas that it believes have the potential for broad market applications and significant sales within a one- to three-year period.

At the end of [removed: 2017,] [added: 2018,] our research, development, and engineering [removed: efforts] [added: efforts, which relate to the creation of new and improved products and processes,] were supported by approximately [removed: 2,700] [added: 2,900] employees and were performed primarily by individual operating units focused on specific markets and product technologies.

Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent [removed: protection is obtained.]

We also rely upon trade secrets, manufacturing know-how, continuing technological [removed: innovations,] [added: innovations] and licensing opportunities to maintain and improve our competitive position.

We review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing [removed: opportunities,] [added: opportunities] and monitor the intellectual property claims of others.

While we consider our patents and trademarks to be [removed: valued] [added: valuable] assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by the loss of any single patent or group of related patents, or by a third party’s successful enforcement of its patents against us or any of our products.

The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious metals such as gold and [removed: silver used in plating,] [added: silver,] (ii) aluminum, steel, copper, titanium and metal alloy [removed: products used for cable, contacts and connector shells,] [added: products,] (iii) certain rare earth metals [removed: used in sensors] and (iv) plastic [removed: materials used for cable and connector bodies and inserts and other molded parts.][added: materials.]

Such raw materials [added: and components] are generally available throughout the world and are purchased locally from a variety of suppliers.

The Company is generally not dependent upon any one source for raw materials [added: or components] or, if one source is used, the Company attempts to protect itself through long-term supply agreements.

The Company does not anticipate any difficulties in obtaining raw materials [added: or components] necessary for production.

Information regarding our purchasing obligations related to commitments to purchase certain goods and services is disclosed in Note [removed: 13] [added: 12] of the Notes to the Consolidated Financial Statements.

For a discussion of certain risks related to raw [removed: materials,] [added: materials and components,] refer to the risk factor titled “The Company may experience difficulties in obtaining a consistent supply of materials at stable pricing levels” in Part I, Item 1A herein.

Primary competitors within the Interconnect Products and Assemblies segment include Carlisle, [added: Commscope,] Delphi, Esterline, Foxconn, Hirose, Huber & Suhner, ICT Luxshare, JAE, Jonhon, JST, Molex, Radiall, Rosenberger, Sensata, TE Connectivity, Yazaki and 3M, among others.

Primary competitors within the Cable Products and Solutions segment include [removed: Commscope] [added: Belden] and [removed: Belden,] [added: Commscope,] among others.

The Company estimates that its backlog of unfilled firm orders as of December 31, [removed: 2017] [added: 2018] was approximately [removed: $1.610] [added: $1.720] billion compared with backlog of approximately [removed: $1.319] [added: $1.610] billion as of December 31, [removed: 2016.][added: 2017.]

As of December 31, [removed: 2017,] [added: 2018,] the Company had approximately [removed: 70,000] [added: 73,600] employees worldwide.

Value-add systems generally consist of a

| % of 2018 Net Sales: | | 95% | | 5% |

For a discussion of certain risks related to the Company’s markets, refer to the risk factor titled “Non-U.S. markets form a substantial portion of the Company’s business and as a result, the Company is more exposed to political, economic, military and other risks in countries outside the United States” in Part I, Item 1A herein.

| | · | | antennas |

| | · | | power management |

| | · | | sensing systems |

and flexible printed circuits, as well as high-power interconnects requiring advanced engineering and system integration.

| | · | | transportation |

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

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

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

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

protection is obtained.

For a discussion of certain risks related to the Company’s intellectual property, refer to the risk factor titled “The Company relies on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual commitments to protect our intellectual property rights” in Part I, Item 1A herein.

The Company also purchases a wide variety of mechanical and electronic components for the manufacturing of its products.

| % of 2017 Net Sales: | | 94% | | 6% |

The Company offers a wide product portfolio.

Net sales by geographic area as a percentage of the Company’s total net sales for the years ended December 31, 2017, 2016 and 2015 were as follows:

| | | | | | | |

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

| | | 2017 | | 2016 | | 2015 |

| United States | | 28% | | 28% | | 30% |

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

| Other international locations | | 42% | | 42% | | 40% |

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

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

For additional information regarding net sales by geographic area, refer to Note 11 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

The Company focuses its research and development efforts primarily on those

The Company’s research and development expenses for the creation of new and improved products and processes were $193.7 million, $166.1 million and $124.7 million for 2017, 2016 and 2015, respectively, which are classified as selling, general and administrative expenses in our Consolidated Financial Statements.

Refer to “Risk Factors” in Part I, Item 1A.

herein for a discussion of certain risks related to employee relations.

The Company has also received a subpoena from the U.S. Department of Defense, Office of the Inspector General, requesting documents pertaining to certain products manufactured by the Company’s Military and Aerospace Group that are purchased or used by the U.S. government.

The Company is cooperating with the request.

The inquiry is in the early stages and the Company is unable to estimate the timing or outcome of the matter.

For the Fiscal Year Ended December 31, [removed: 2017][added: 2018]

Commission file [removed: number] [added: number:] 1-10879

][added: 1](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph20181231x10k001.jpg)]

| Class A Common Stock, [removed: $.001] [added: $0.001] par value | | New York Stock Exchange |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act (Check one):][added: Act.]

The aggregate market value of Amphenol Corporation Class A Common Stock, [removed: $.001] [added: $0.001] par value, held by non-affiliates was approximately [removed: $17,320] [added: $19,931] million based on the reported last sale price of such stock on the New York Stock Exchange on June 30, [removed: 2017.][added: 2018.]

As of January 31, [removed: 2018,] [added: 2019,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 305,483,780.][added: 298,087,210.]

| | | [Intellectual Property](#IntellectualProperty_823167) | | [removed: 9] [added: 8] |

| | | [Backlog](#Backlog_272017) | | [removed: 10] [added: 9] |

| | | [Employees](#Employees_978101) | | [removed: 10] [added: 9] |

| | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | | [removed: 15] [added: 17] |

| | [Item 2.](#Item2Properties_897531) | [Properties](#Item2Properties_897531) | | [removed: 16] [added: 17] |

| | [Item 3.](#Item3LegalProceedings_984388) | [Legal Proceedings](#Item3LegalProceedings_984388) | | [removed: 16] [added: 18] |

| | [Item 4.](#Item4MineSafetyDisclosures_949251) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_949251) | | [removed: 16] [added: 18] |

| | [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | | [removed: 17] [added: 19] |

| | [Item 6.](#Item6SelectedFinancialData_418162) | [Selected Financial Data](#Item6SelectedFinancialData_418162) | | [removed: 20] [added: 22] |

| | [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | | [removed: 21] [added: 23] |

| | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | | [removed: 38] [added: 40] |

| | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | | [removed: 39] [added: 41] |

| | | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | | [removed: 39] [added: 41] |

| | | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | | [removed: 41] [added: 43] |

| | | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | | [removed: 42] [added: 44] |

| | | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | | [removed: 43] [added: 45] |

| | | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | | [removed: 44] [added: 46] |

| | | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | | [removed: 45] [added: 47] |

| | | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | | [removed: 46] [added: 48] |

| | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | | [removed: 74] [added: 78] |

| | [Item 9A.](#Item9AControlsandProcedures_802439) | [Controls and Procedures](#Item9AControlsandProcedures_802439) | | [removed: 74] [added: 78] |

| | [Item 9B.](#Item9BOtherInformation_858302) | [Other Information](#Item9BOtherInformation_858302) | | [removed: 74] [added: 78] |

| | [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | | [removed: 75] [added: 79] |

| | [Item 11.](#Item11ExecutiveCompensation_611183) | [Executive Compensation](#Item11ExecutiveCompensation_611183) | | [removed: 75] [added: 79] |

| | [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | | [removed: 75] [added: 79] |

| | [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | | [removed: 75] [added: 79] |

| | [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | | [removed: 75] [added: 79] |

| | [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | | [removed: 76] [added: 80] |

| | [Item 16.](#Item16Form10KSummary) | [Form 10-K Summary](#Item16Form10KSummary) | | [removed: 78] [added: 82] |

| [Signature of the Registrant](#Signatures_746471) | | | | [removed: 80] [added: 84] |

| [Signatures of the Directors](#Signatures_746471) | | | | [removed: 80] [added: 84] |

[removed: Significant risk factors or] [added: A description of some of these] uncertainties [removed: that might cause or contribute to a material difference] and [removed: may affect our operating and financial performance are described below] [added: other risks is set forth] under the caption “Risk Factors” in Part I, Item 1A and elsewhere in this Annual Report on Form [removed: 10-K for the year ended December 31, 2017, and] [added: 10-K, as well as] other [removed: Company filings] [added: reports filed] with the Securities and Exchange [removed: Commission] [added: Commission,] including [added: but not limited to] Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

10-K 1 aph-20181231x10k.htm 10-K

This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events and are subject to risks and uncertainties.

The forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, may contain words such as: “anticipate,” “could,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,” “optimistic,” “potential,” “guidance,” “may,” “should” or “would” and other words and terms of similar meaning.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity or other financial matters.

Although the Company believes the expectations reflected in such forward-looking statements, including those with regards to results of operations, liquidity or the Company’s effective tax rate, are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation.

There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements.

Such forward-looking statements may also be impacted by, among other things, additional guidance under the U.S. Tax Cuts and Jobs Act (“Tax Act”).

More specifically, on December 22, 2017, the Tax Act was enacted and it significantly revised U.S. corporate income tax law by, among other things, reducing the U.S. corporate income tax rate to 21% and implementing a modified territorial tax system that included a one-time transition tax on deemed repatriated earnings of foreign subsidiaries.

The provisional income tax charge we recorded in the fourth quarter of 2017 incorporated assumptions made based on information then available.

The Company obtained, prepared and analyzed all of the information it believes necessary in order to complete its accounting of the Tax Act in the fourth quarter of 2018.

Any future guidance on the Tax Act could impact our forward-looking statements.

These or other uncertainties may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements.

The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

10-K 1 aph-20171231x10k.htm 10-K

This Annual Report on Form 10-K contains certain statements made by the Company (as defined below) that are intended to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements, other than statements of historical facts, that address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements.

Forward-looking statements may be identified through the use of terms such as “expect”, “may”, “will”, “should”, “intend”, “plan”, “guidance” and other similar expressions generally intended to identify forward-looking statements.

Forward-looking statements are based on our management’s current beliefs, expectations and assumptions and on information currently available to our management.

Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements described in this Annual Report on Form 10-K.

There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to cause actual results to differ materially from those contained in any forward-looking statements we may make and affect our operating and financial performance.

Forward-looking statements set forth in this Annual Report on Form 10-K speak only as of the date hereof and the Company does not undertake any obligations to revise or update these statements whether as a result of new information, future events or otherwise, except as required by law.

At December 31, [removed: 2017,] [added: 2018,] the Company operated a total of approximately [removed: 420] [added: 430] plants, warehouses and offices of which (a) the locations in the U.S. had approximately [removed: 4.0] [added: 3.5] million square feet, of which approximately [removed: 1.9] [added: 1.7] million square feet were leased; (b) the locations outside the U.S. had approximately [removed: 16.0] [added: 16.7] million square feet, of which approximately [removed: 10.6] [added: 11.1] million square feet were leased; and (c) the square footage by segment was approximately 19.0 million square feet and approximately [removed: 1.0] [added: 1.2] million square feet for the Interconnect Products and Assemblies segment and the Cable Products and Solutions segment, respectively.

Market Information [removed: and Dividends]

The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the [added: ticker] symbol “APH”.

As of January 31, [removed: 2018,] [added: 2019,] there were [removed: 33] [added: 35] holders of record of the Company’s Common Stock.

The following table sets forth the [removed: high and low closing sales prices for the Common Stock as reported on the New York Stock Exchange, as well as the] dividends declared per common [removed: share,] [added: share] for each quarter of [removed: 2017] [added: 2018] and [removed: 2016:][added: 2017:]

Dividends declared and paid for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] (in [removed: millions):][added: millions) were as follows:]

| Dividends declared | | | | | $ | [removed: 213.7] [added: 264.3] | | $ | [removed: 178.8] [added: 213.7] |

| Dividends paid (including those declared in the prior year) | | | | | | [removed: 205.0] [added: 253.7] | | | [removed: 172.7] [added: 205.0] |

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, [removed: 2017] [added: 2018] with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index.

This graph assumes that $100 was invested in the Common Stock of Amphenol and each index on December 31, [removed: 2012,] [added: 2013,] reflects reinvested dividends and is weighted on a market capitalization basis at the time of each reported data point.

][added: 2](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph20181231x10k002.jpg)]

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2017:][added: 2018:]

On January 24, 2017, the Company’s Board of Directors authorized a [removed: new] stock repurchase program under which the Company [removed: may] [added: could] purchase up to $1.0 billion 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”).

During the year ended December 31, [removed: 2017,] [added: 2018,] the Company repurchased [removed: 8.4] [added: 6.4] million shares of its Common Stock for [removed: $618.0 million.][added: $553.2 million under the 2018 Stock Repurchase Program.]

From January 1, [removed: 2018] [added: 2019] through January 31, [removed: 2018,] [added: 2019,] the Company repurchased approximately [removed: 1.1] [added: 0.6] million additional shares of Common Stock for [removed: $105.5] [added: $50.6] million, leaving approximately [removed: $276.5] [added: $1,396.2] million available to purchase under the [removed: 2017] [added: 2018] Stock Repurchase Program.

The price and timing of any future purchases under the [removed: 2017] [added: 2018] 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 [added: conditions and stock price.]

The table below reflects the Company’s stock repurchases for the year ended December 31, [removed: 2017:][added: 2018:]

| Fourth Quarter - [removed: 2017:] [added: 2018:] | | | | | | | | | | | |

Dividends

| | | | | | | |

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

| | | 2018 | | | 2017 | |

| First Quarter | | $ | 0.19 | | $ | 0.16 |

| Second Quarter | | | 0.23 | | | 0.16 |

| Third Quarter | | | 0.23 | | | 0.19 |

| Fourth Quarter | | | 0.23 | | | 0.19 |

| Total | | $ | 0.88 | | $ | 0.70 |

| | | | | | 2018 | | | 2017 | |

| Equity compensation plans approved by security holders | | 35,565,541 | | $ | 59.78 | | 29,664,820 | |

| Total | | 35,565,541 | | $ | 59.78 | | 29,664,820 | |

On April 24, 2018, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending April 24, 2021 in accordance with the requirements of Rule 10b-18 of the Exchange Act (the “2018 Stock Repurchase Program”).

Approximately 5.7 million shares, or $498.2 million, have been retired by the Company; the remaining 0.7 million shares, or $55.0 million, have been retained in Treasury stock.

During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its Common Stock for $382.0 million under the 2017 Stock Repurchase Program, bringing total repurchases under this program to approximately 12.6 million shares or $1.0 billion, thus completing the 2017 Stock Repurchase Program.

| First Quarter - 2018 | | 4,244,114 | | $ | 90.00 | | 4,244,114 | | $ | — | |

| Second Quarter - 2018 | | 3,073,645 | | | 85.70 | | 3,073,645 | | | 1,736.6 | |

| Third Quarter - 2018 | | 402,205 | | | 86.53 | | 402,205 | | | 1,701.8 | |

| October 1 to October 31, 2018 | | 807,800 | | | 85.80 | | 807,800 | | | 1,632.5 | |

| November 1 to November 30, 2018 | | 1,464,576 | | | 89.23 | | 1,464,576 | | | 1,501.8 | |

| December 1 to December 31, 2018 | | 654,677 | | | 84.00 | | 654,677 | | | 1,446.8 | |

| | | 2,927,053 | | | 87.12 | | 2,927,053 | | | 1,446.8 | |

| Total - 2018 | | 10,647,017 | | $ | 87.84 | | 10,647,017 | | $ | 1,446.8 | |

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

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

| | | 2017 | | | | | | | | | 2016 | | | | | | | |

| | | Closing Prices | | | | | | Dividends | | | Closing Prices | | | | | | Dividends | |

| | | High | | | Low | | | per share | | | High | | | Low | | | per share | |

| First Quarter | | $ | 71.89 | | $ | 66.60 | | $ | 0.16 | | $ | 57.82 | | $ | 45.42 | | $ | 0.14 |

| Second Quarter | | | 76.18 | | | 68.65 | | | 0.16 | | | 60.11 | | | 55.08 | | | 0.14 |

| Third Quarter | | | 84.64 | | | 72.48 | | | 0.19 | | | 65.68 | | | 55.97 | | | 0.14 |

| Fourth Quarter | | | 91.04 | | | 84.77 | | | 0.19 | | | 68.83 | | | 63.05 | | | 0.16 |

| | | | | | | | | $ | 0.70 | | | | | | | | $ | 0.58 |

| | | | | | 2017 | | | 2016 | |

| Equity compensation plans approved by security holders | | 33,235,269 | | $ | 52.28 | | 35,473,014 | |

| Total | | 33,235,269 | | $ | 52.28 | | 35,473,014 | |

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

conditions and stock price.

| First Quarter - 2017 | | 3,678,365 | | $ | 67.74 | | 3,678,365 | | $ | 750.8 | |

| Second Quarter - 2017 | | 2,000,000 | | | 75.36 | | 2,000,000 | | | 600.1 | |

| Third Quarter - 2017 | | 2,000,000 | | | 77.86 | | 2,000,000 | | | 444.4 | |

| October 1 to October 31, 2017 | | — | | | — | | — | | | 444.4 | |

| November 1 to November 30, 2017 | | 446,879 | | | 88.53 | | 446,879 | | | 404.8 | |

| December 1 to December 31, 2017 | | 253,121 | | | 90.13 | | 253,121 | | | 382.0 | |

| | | 700,000 | | | 89.11 | | 700,000 | | | 382.0 | |

| Total - 2017 | | 8,378,365 | | $ | 73.76 | | 8,378,365 | | $ | 382.0 | |

In January 2015, the Company’s Board of Directors authorized a stock repurchase program under which the Company could repurchase up to 10 million shares of Common Stock during the two-year period ended January 20, 2017 (the “2015 Stock Repurchase Program”).

As of December 31, 2016, the Company had repurchased all of the shares authorized under the 2015 Stock Repurchase Program.

| in millions, except per share data) | | [added: 2018 | | |] 2017 | | | 2016 | | | 2015 | | | 2014 | | | [removed: 2013] | [removed: | | |]

| Net sales | | $ | [removed: 7,011.3] [added: 8,202.0] | | $ | [removed: 6,286.4] [added: 7,011.3] | | $ | [removed: 5,568.7] [added: 6,286.4] | | $ | [removed: 5,345.5] [added: 5,568.7] | | $ | [removed: 4,614.7] [added: 5,345.5] | | |

| Net income attributable to Amphenol Corporation | | | [removed: 650.5] [added: 1,205.0] | (1) | | [removed: 822.9] [added: 650.5] | (2) | | [removed: 763.5] [added: 822.9] | (3) | | [removed: 709.1] [added: 763.5] | (4) | | [removed: 635.7] [added: 709.1] | (5) | |

| Net income per common share—Diluted | | | [removed: 2.06] [added: 3.85] | (1) | | [removed: 2.61] [added: 2.06] | (2) | | [removed: 2.41] [added: 2.61] | (3) | | [removed: 2.21] [added: 2.41] | (4) | | [removed: 1.96] [added: 2.21] | (5) | |

| Cash, cash equivalents and short-term investments | | $ | [removed: 1,753.7] [added: 1,291.7] | | $ | [removed: 1,173.2] [added: 1,753.7] | | $ | [removed: 1,760.4] [added: 1,173.2] | | $ | [removed: 1,329.6] [added: 1,760.4] | | $ | [removed: 1,192.2] [added: 1,329.6] | | |

| Working capital | | | [added: 2,120.3 | | |] 3,076.6 | | | 1,956.0 | | | 2,841.6 | | | 2,406.6 | | | [removed: 1,510.6 | | |]

| Total assets | | | [added: 10,044.9 | | |] 10,003.9 | | | 8,498.7 | | | 7,458.4 | | | 6,985.9 | | | [removed: 6,150.1 | | |]

| Long-term debt, including current portion | | | [added: 3,570.7 | | |] 3,542.6 | | | 3,010.7 | | | 2,813.5 | | | 2,656.2 | | | [removed: 2,122.2 | | |]

| Shareholders’ equity attributable to Amphenol Corporation | | | [added: 4,017.0 | | |] 3,989.8 | | | 3,674.9 | | | 3,238.5 | | | 2,907.4 | | | [removed: 2,859.5 | | |]

| Weighted average shares outstanding—Diluted | | | [added: 312.6 | | |] 316.5 | | | 315.2 | | | 316.5 | | | 320.4 | | | [removed: 324.5 | | |]

| Cash dividends declared per share | | $ | [removed: 0.70] [added: 0.88] | | $ | [removed: 0.58] [added: 0.70] | | $ | [removed: 0.53] [added: 0.58] | | $ | [removed: 0.45] [added: 0.53] | | $ | [removed: 0.305] [added: 0.45] | | |

| | [removed: (1)] [added: (2)] | | Includes (a) an income tax charge of $398.5 related to the enactment of the Tax Cuts and Jobs Act, which [removed: represents] [added: represented] our [removed: current] estimate of taxes arising from the implementation of a modified territorial tax regime and the deemed and intended repatriation of prior unremitted earnings of foreign subsidiaries, partially offset by the tax benefit associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction and (b) acquisition-related expenses of $4.0 ($3.7 after-tax) primarily relating to external transaction costs associated with 2017 acquisitions, partially offset by (c) excess tax benefits related to stock-based compensation of $66.6 resulting from [removed: the adoption of ASU 2016-09.] [added: stock option exercises.] These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $335.6 and $1.06 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted [removed: EPS, both non-GAAP financial measures defined in Part II, Item 7 herein,] [added: EPS] were $986.1 and $3.12 per share, respectively, for the year ended December 31, 2017. |

| | [removed: (2)] [added: (3)] | | Includes acquisition-related expenses of $36.6 ($33.1 after-tax) primarily relating to the FCI [added: Asia Pte. Ltd. (“FCI”)] and other 2016 acquisitions, including external transaction costs, amortization related to the value associated with acquired backlog and restructuring charges. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $33.1 and $0.11 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $856.0 and $2.72 per share, respectively, for the year ended December 31, 2016. |

| | [removed: (3)] [added: (4)] | | Includes acquisition-related expenses of $5.7 ($5.7 after-tax) relating to acquisitions closed and announced in 2015. These acquisition-related expenses had the effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $5.7 and $0.02 per share, respectively. Excluding the effect of this item, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $769.2 and $2.43 per share, respectively, for the year ended December 31, 2015. |

| | [removed: (4)] [added: (5)] | | Includes acquisition-related expenses of (a) $4.3 ($4.1 after-tax) relating to 2014 acquisitions and (b) $9.8 ($6.2 after-tax) relating to amortization of the acquired backlogs of completed acquisitions. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $10.3 and $0.04 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $719.4 and $2.25 per share, respectively, for the year ended December 31, 2014. |

| | (1) | | Includes (a) an income tax benefit of $14.5 recorded in 2018 related to the completion of the accounting associated with the provisional income tax charge recorded in 2017 related to the enactment of the Tax Cuts and Jobs Act and (b) excess tax benefits related to stock-based compensation of $19.8 resulting from stock option exercises, partially offset by (c) acquisition-related expenses of $8.5 ($7.2 after-tax) primarily relating to external transaction costs. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $27.1 and $0.08 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7 herein, were $1,177.9 and $3.77 per share, respectively, for the year ended December 31, 2018. |

| | (5) | | Includes (a) acquisition-related expenses of $6.0 ($4.6 after-tax) relating to 2013 acquisitions, (b) an income tax benefit of $3.6 due primarily to the favorable completion of prior year audits, and (c) an income tax benefit of $11.3 resulting from the delay, by the U.S. government, in the reinstatement of certain federal income tax provisions for the year 2012 relating primarily to research and development credits and certain U.S. taxes on foreign income. Such tax provisions were reinstated on January 2, 2013 with retroactive effect to 2012. Under U.S. GAAP, the benefit to the Company of $11.3, relating to the 2012 tax year was recorded as a benefit in the first quarter of 2013 at the date of reinstatement. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $10.3 and $0.03 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $625.4 and $1.93 per share, respectively, for the year ended December 31, 2013. |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of income, comprehensive income, changes in equity, and cash [removed: flows] [added: flow] for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

| | | Year [removed: Ended] [added: ended] December 31, [removed: |] [added: 2018] | | | | | | | |

| | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | |

| Net sales | | $ | [removed: 7,011.3] [added: 8,202.0] | | $ | [removed: 6,286.4] [added: 7,011.3] | | $ | [removed: 5,568.7] [added: 6,286.4] | |

| Cost of sales | | | [removed: 4,701.4] [added: 5,547.1] | | | [removed: 4,246.4] [added: 4,701.4] | | | [removed: 3,789.2] [added: 4,246.4] | |

| Gross profit | | | [removed: 2,309.9] [added: 2,654.9] | | | [removed: 2,040.0] [added: 2,309.9] | | | [removed: 1,779.5] [added: 2,040.0] | |

| Acquisition-related expenses | | | [removed: 4.0] [added: 8.5] | | | [removed: 36.6] [added: 4.0] | | | [removed: 5.7] [added: 36.6] | |

| Selling, general and administrative expenses | | | [removed: 878.3] [added: 959.5] | | | [removed: 798.2] [added: 878.3] | | | [removed: 669.1] [added: 798.2] | |

| Operating income | | | [removed: 1,427.6] [added: 1,686.9] | | | [removed: 1,205.2] [added: 1,427.6] | | | [removed: 1,104.7] [added: 1,205.2] | |

| Interest expense | | | [removed: (92.3)] [added: (101.7)] | | | [removed: (72.6)] [added: (92.3)] | | | [removed: (68.3)] [added: (72.6)] | |

| Other income, net | | | [removed: 17.1] [added: 3.2] | | | [removed: 8.5] [added: 17.1] | | | [removed: 16.4] [added: 8.5] | |

| Income before income taxes | | | [removed: 1,352.4] [added: 1,588.4] | | | [removed: 1,141.1] [added: 1,352.4] | | | [removed: 1,052.8] [added: 1,141.1] | |

| Provision for income taxes | | | [removed: (691.7)] [added: (371.5)] | | | [removed: (308.5)] [added: (691.7)] | | | [removed: (280.5)] [added: (308.5)] | |

| Net income | | | [removed: 660.7] [added: 1,216.9] | | | [removed: 832.6] [added: 660.7] | | | [removed: 772.3] [added: 832.6] | |

| Less: Net income attributable to noncontrolling interests | | | [removed: (10.2)] [added: (11.9)] | | | [removed: (9.7)] [added: (10.2)] | | | [removed: (8.8)] [added: (9.7)] | |

| Net income attributable to Amphenol Corporation | | $ | [removed: 650.5] [added: 1,205.0] | | $ | [removed: 822.9] [added: 650.5] | | $ | [removed: 763.5] [added: 822.9] | |

| Net income per common share — Basic | | $ | [removed: 2.13] [added: 4.00] | | $ | [removed: 2.67] [added: 2.13] | | $ | [removed: 2.47] [added: 2.67] | |

| Weighted average common shares outstanding — Basic | | | [removed: 305.7] [added: 301.2] | | | [removed: 308.3] [added: 305.7] | | | [removed: 309.1] [added: 308.3] | |

| Net income per common share — Diluted | | $ | [removed: 2.06] [added: 3.85] | | $ | [removed: 2.61] [added: 2.06] | | $ | [removed: 2.41] [added: 2.61] | |

| Weighted average common shares outstanding — Diluted | | | [removed: 316.5] [added: 312.6] | | | [removed: 315.2] [added: 316.5] | | | [removed: 316.5] [added: 315.2] | |

| Dividends declared per common share | | $ | [removed: 0.70] [added: 0.88] | | $ | [removed: 0.58] [added: 0.70] | | $ | [removed: 0.53] [added: 0.58] | |

| Net income | | $ | [removed: 660.7] [added: 1,216.9] | | $ | [removed: 832.6] [added: 660.7] | | $ | [removed: 772.3] [added: 832.6] | |

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

| Foreign currency translation adjustments | | | [removed: 243.3] [added: (167.0)] | | | [removed: (110.7)] [added: 243.3] | | | [removed: (152.7)] [added: (110.7)] | |

| Unrealized gain (loss) on cash flow hedges | | | [removed: (0.1)] [added: 0.4] | | | [removed: 1.6] [added: (0.1)] | | | [removed: (0.4)] [added: 1.6] | |

| Defined benefit plan adjustment | | | [removed: 27.8] [added: (1.8)] | | | [removed: (12.5)] [added: 27.8] | | | [removed: 8.2] [added: (12.5)] | |

| Total other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 271.0] [added: (168.4)] | | | [removed: (121.6)] [added: 271.0] | | | [removed: (144.9)] [added: (121.6)] | |

| Total comprehensive income | | | [removed: 931.7] [added: 1,048.5] | | | [removed: 711.0] [added: 931.7] | | | [removed: 627.4] [added: 711.0] | |

| Less: Comprehensive income attributable to noncontrolling interests | | | [removed: (13.2)] [added: (9.2)] | | | [removed: (7.6)] [added: (13.2)] | | | (7.6) | |

| Comprehensive income attributable to Amphenol Corporation | | $ | [removed: 918.5] [added: 1,039.3] | | $ | [removed: 703.4] [added: 918.5] | | $ | [removed: 619.8] [added: 703.4] | |

| | | [added: 2018 | | |] 2017 | | | 2016 | | |

| Cash and cash equivalents | | $ | [removed: 1,719.1] [added: 1,279.3] | | $ | [removed: 1,034.6] [added: 1,719.1] | |

| Short-term investments | | | [removed: 34.6] [added: 12.4] | | | [removed: 138.6] [added: 34.6] | |

| Total cash, cash equivalents and short-term investments | | | [removed: 1,753.7] [added: 1,291.7] | | | [removed: 1,173.2] [added: 1,753.7] | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $23.0] [added: $33.5] and [removed: $23.6,] [added: $23.0,] respectively | | | [removed: 1,598.6] [added: 1,791.8] | | | [removed: 1,349.3] [added: 1,598.6] | |

| Raw materials and supplies | | | [removed: 386.2] [added: 463.6] | | | [removed: 319.8] [added: 386.2] | |

| Work in process | | | [removed: 358.0] [added: 371.1] | | | [removed: 313.4] [added: 358.0] | |

February 13, 2019

| | | 2018 | | | 2017 | | |

| | | | 1,233.8 | | | 1,106.9 | |

| Land and improvements | | | 29.3 | | | 32.6 | |

| | | | 2,190.6 | | | 2,016.9 | |

| | | | 875.8 | | | 816.8 | |

| | | $ | 10,044.9 | | $ | 10,003.9 | |

| Treasury stock, at cost; 0.7 shares as of December 31, 2018 | | | (55.0) | | | — | |

| | | $ | 10,044.9 | | $ | 10,003.9 | |

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

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

| Cumulative effect of adoption of revenue recognition standard (Note 1) | | | | | | | | | | | | | | | | 3.2 | | | | | | | | | 3.2 | |

| Reclassification of income tax effects resulting from the Tax Act (ASU 2018-02) (Note 1) | | | | | | | | | | | | | | | | 23.5 | | | (23.5) | | | | | | — | |

| Net income | | | | | | | | | | | | | | | | 1,205.0 | | | | | | 11.9 | | | 1,216.9 | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | (165.7) | | | (2.7) | | | (168.4) | |

| Purchase of noncontrolling interest | | | | | | | | | | | | | (2.3) | | | | | | | | | (5.4) | | | (7.7) | |

| Purchase of treasury stock | | | | | | | (11) | | | (935.2) | | | | | | | | | | | | | | | (935.2) | |

| Stock options exercised | | 3 | | | | | | | | | | | 130.9 | | | | | | | | | | | | 130.9 | |

| Balance December 31, 2018 | | 299 | | $ | 0.3 | | (1) | | $ | (55.0) | | $ | 1,433.2 | | $ | 3,028.7 | | $ | (390.2) | | $ | 47.2 | | $ | 4,064.2 | |

| Net income | | $ | 1,216.9 | | $ | 660.7 | | $ | 832.6 | |

Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.

There has been no goodwill impairment in 2018, 2017 or 2016 in connection with our impairment tests.

significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends.

Adoption of Topic 606

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”, and collectively with its related subsequent amendments, “Topic 606”).

The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018.

Under this transition method, the Company’s results in the Consolidated Statements of Income for the year ended December 31, 2018 are presented under Topic 606, while the comparative results for the years ended December 31, 2017 and 2016 were not retrospectively adjusted.

Results for the years ended December 31, 2017 and 2016 were recognized in accordance with the Company’s revenue recognition policy then in effect under ASC Topic 605, Revenue Recognition (“Topic 605”), as discussed below.

The adoption of Topic 606 resulted in accounting policy changes surrounding revenue recognition which replaced the related previous policies under Topic 605.

The following is a summary of the Company’s revenue recognition and related accounting policies and disclosures resulting from the adoption of Topic 606.

The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements.

For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation.

As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk.

Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery.

Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to.

We allocate the transaction price to each distinct product based on its relative standalone selling price.

Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.

The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods.

February 21, 2018

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

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

| | | | | | | | |

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

| | | | 1,106.9 | | | 928.9 | |

| Land | | | 32.6 | | | 28.1 | |

| | | | 2,016.9 | | | 1,718.6 | |

| | | $ | 10,003.9 | | $ | 8,498.7 | |

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

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

| Balance January 1, 2015 | | 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) | |

| Stock options exercised, including tax benefit | | 6 | | | | | | 190.0 | | | | | | | | | | | | | | | 190.0 | |

| Long-term borrowings under credit facilities | | | — | | | — | | | 132.6 | |

| Purchase and retirement of treasury stock | | | (618.0) | | | (325.8) | | | (248.9) | |

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.

Change in Presentation

Certain reclassifications of prior period amounts have been made to conform to the current period presentation, which had no impact on our consolidated results of operations, financial position or cash flows.

The Company has not recognized any goodwill impairment in 2017, 2016 or 2015 in connection with its annual impairment test.

The Company’s primary source of revenues is from product sales to its customers.

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.

Other provisions of the Tax Act that impact future tax years continue to be assessed.

The Company will complete its accounting in 2018 once the Company has obtained, prepared, and fully analyzed all the necessary information.

We will record any necessary adjustments in the period in which such adjustments are identified.

rates.

In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. (“ASU”) 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 previous guidance of measuring inventory at the lower of cost or market.

In March 2016, the FASB issued ASU 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.

The Company adopted ASU 2016‑09 on January 1, 2017, which requires any excess tax benefits and tax deficiencies to be recorded as a discrete income tax item in the statement of income in the period in which they occur.

For the year ended December 31, 2017, this change resulted in the recognition of tax benefits of approximately $66.6 (or $0.21 per share) within the provision for income taxes in the accompanying Consolidated Statements of Income.

Since this provision of the standard was applied prospectively, there was no impact to prior periods.

As of January 1, 2017, the Company did not have any unrecognized excess tax benefits in which the related tax deduction did not reduce income taxes payable and therefore, there was no cumulative-effect adjustment to beginning retained earnings.

The ASU also eliminated the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities in the statement of cash flows, but rather requires such excess tax benefits and deficiencies to be classified within operating activities, consistent with other cash flows related to income taxes.

The Company adopted this provision prospectively, and prior year amounts in the Statements of Cash Flow have not been adjusted.

As permitted, the Company elected to continue its existing accounting practice of estimating forfeitures when recognizing stock-based compensation expense.

Other provisions of this standard did not and are not expected to have a material impact on our consolidated financial statements.

The impact of this guidance on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, [removed: 2017.][added: 2018.]

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2017.][added: 2018.]

There has been no change in our internal control over financial reporting during [removed: our] [added: the Company’s] most recent fiscal quarter ended December 31, [removed: 2017] [added: 2018] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).

Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] which is included in Item 8 of this Annual Report on Form 10-K.

Beginning January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all of its related subsequent amendments.

Although the new revenue recognition standard did not have a material impact on the Consolidated Financial Statements, the Company implemented changes to our processes related to revenue recognition and the related control activities, including the implementation of certain controls over financial reporting necessary for the required disclosures, as well as the implementation of new policies and any necessary changes to existing related policies.

Refer to Notes 1 and 11 of the accompanying Consolidated Financial Statements for further discussion on the adoption of Topic 606.

The Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, [removed: 2017,] [added: 2018,] and certain information included therein is incorporated herein by reference.

For information required under Item 201(d) of Regulation S-K, refer to Item 5 of this [removed: report.][added: Annual Report on Form 10-K.]

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | [removed: 39] [added: 41] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ConsolidatedStatementsofIncome_247596)] [added: 2016](#ConsolidatedStatementsofIncome_247596)] | [removed: 41] [added: 43] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ConsolidatedStatementsofComprehensiveInc)] [added: 2016](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 42] [added: 44] |

| [Consolidated Balance Sheets—December 31, [removed: 2017] [added: 2018] and [removed: 2016](#ConsolidatedBalanceSheets_591973)] [added: 2017](#ConsolidatedBalanceSheets_591973)] | [removed: 43] [added: 45] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ConsolidatedStatementsofChangesinEquity_)] [added: 2016](#ConsolidatedStatementsofChangesinEquity_)] | [removed: 44] [added: 46] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ConsolidatedStatementsofCashFlow_3394)] [added: 2016](#ConsolidatedStatementsofCashFlow_3394)] | [removed: 45] [added: 47] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: 46] [added: 48] |

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: 74] [added: 78] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2017] [added: 2018] Schedule | |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#SCHEDULEII_950693)] [added: 2016](#SCHEDULEII_950693)] | [removed: 79] [added: 83] |

| 3.1 | [Restated Certificate of Incorporation of Amphenol Corporation, dated August 3, 2016 (filed as Exhibit 3.1 to the June 30, 2016 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465916136887/a16-11647_1ex3d1.htm) | [removed: | | | |]

| 3.2 | [Amphenol Corporation, Third Amended and Restated By-Laws dated March 21, 2016 (filed as Exhibit 3.1 to the Form 8-K filed on March 22, 2016).*](http://www.sec.gov/Archives/edgar/data/820313/000110465916106811/a16-7000_1ex3d1.htm) | [removed: | | | |]

| 4.1 | [Indenture, dated as of November 5, 2009, between Amphenol Corporation and [removed: the] [added: The] Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909063001/a09-32977_1ex4d1.htm) | [removed: | | | |]

| [removed: 4.2] [added: 4.3] | [Officers’ Certificate, dated January 26, 2012, establishing the 4.00% Senior Notes due 2022 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 26, 2012).*](http://www.sec.gov/Archives/edgar/data/820313/000110465912004215/a12-3336_2ex4d2.htm) | [removed: | | | |]

| [removed: 4.3] [added: 4.4] | [Officers’ Certificate, dated January 30, 2014, establishing the 2.55% Senior Notes pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 30, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914005191/a14-4401_1ex4d2.htm) | [removed: | | | |]

| [removed: 4.4] [added: 4.5] | [Officer’s Certificate, dated September 12, 2014, establishing both the 1.550% Senior Notes due 2017 and the 3.125% Senior Notes due 2021 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 12, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914066145/a14-20818_1ex4d2.htm) | [removed: | | | |]

| [removed: 4.5] [added: 4.6] | [Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as [removed: Exhibits] [added: Exhibit] 4.2 to the Form 8-K filed on April 5, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917021585/a17-8427_5ex4d2.htm) | [removed: | | | |]

| 10.1 | [2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2017 Annual Meeting of Stockholders, filed on April 17, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000104746917002657/a2231734zdef14a.htm) | [removed: | | | |]

| 10.2 | [Form of 2017 Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed on May 19, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917034005/a17-13874_1ex10d1.htm) | [removed: | | | |]

| 10.3 | [removed: [Fourth Amended 2000] [added: [2009] Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit [removed: 10.20] [added: 10.7] to the June 30, [removed: 2007 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465907058778/a07-19031_1ex10d20.htm) | | | |] [added: 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d7.htm)] |

| 10.4 | [removed: [2009] [added: [The First Amendment to the 2009] Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit [removed: 10.7] [added: 10.2] to the [removed: June 30, 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d7.htm) | | | |] [added: Form 8-K filed on May 23, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914041219/a14-13413_1ex10d2.htm)] |

| [removed: 10.5] [added: 10.21] | [removed: [The First Amendment to the 2009 Stock Purchase and Option Plan for Key Employees of] [added: [2014] Amphenol [removed: and Subsidiaries] [added: Corporation Executive Incentive Plan] (filed as Exhibit [removed: 10.2] [added: 10.1] to the Form 8-K filed on May 23, [removed: 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914041219/a14-13413_1ex10d2.htm) | | | |] [added: 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914041219/a14-13413_1ex10d1.htm)] |

| [removed: 10.6] [added: 10.5] | [Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d8.htm) | [removed: | | | |]

| [removed: 10.7] [added: 10.6] | [Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d9.htm) | [removed: | | | |]

| [removed: 10.8] [added: 10.7] | [Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (filed as Exhibit 10.6 to the December 31, 2016 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1061f1a38.htm) | [removed: | | | |]

| [removed: 10.9] [added: 10.8] | [First Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated November 10, 2016 (filed as Exhibit 10.7 to the December 31, 2016 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1073926e5.htm) | [removed: | | | |]

| [removed: 10.10] [added: 10.9] | [Second Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 1, 2016 (filed as Exhibit 10.8 to the December 31, 2016 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1083d02fe.htm) | [removed: | | | |]

| [removed: 10.11] [added: 10.10] | [Third Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 13, 2016 (filed as Exhibit 10.9 to the December 31, 2016 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex109384e74.htm) | [removed: | | | |]

| [removed: 10.12] [added: 10.11] | [Fourth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated May 2, 2017 (filed as Exhibit 10.12 to the June 30, 2017 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000155837017005866/aph-20170630ex1012fac38.htm) | [removed: | | | |]

| 10.13 | [Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909011495/a09-1255_1ex10d24.htm) | [removed: | | | |]

| [removed: 10.14] [added: 10.15] | [Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/0001005477-98-000987-index.html) | [removed: | | | |]

| [removed: 10.15] [added: 10.16] | [The 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.44 to the June 30, 2004 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465904023311/a04-9054_1ex10d44.htm) | [removed: | | | |]

| [removed: 10.16] [added: 10.17] | [The Amended 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.29 to the June 30, 2008 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465908051275/a08-18814_1ex10d29.htm) | [removed: | | | |]

| [removed: 10.17] [added: 10.18] | [The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d15.htm) | [removed: | | | |]

| [removed: 10.18] [added: 10.19] | [2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d16.htm) | [removed: | | | |]

| [removed: 10.19] [added: 10.20] | [removed: [2018] [added: [2019] Amphenol Corporation Management Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/820313/000155837018000871/aph-20171231ex1019a767a.htm) | | | |] [added: Plan (filed as Exhibit 10.20 to the December 31, 2018 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10208e6a4.htm)] |

| [removed: 10.21] [added: 10.22] | [Credit Agreement, dated as of March 1, 2016, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A. acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on March 2, 2016).*](http://www.sec.gov/Archives/edgar/data/820313/000110465916101652/a16-5641_1ex10d1.htm) | [removed: | | | |]

| [removed: 10.22] [added: 10.24] | [Continuing Agreement for Standby Letters of Credit between the Company and Deutsche Bank dated March 4, 2009 (filed as Exhibit 10.36 to the March 31, 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909029983/a09-11193_1ex10d36.htm) | [removed: | | | |]

| [removed: 10.23] [added: 10.25] | [removed: [Third Amendment to The] [added: [The] Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective [removed: October] [added: January] 1, [removed: 2013,] [added: 2019,] dated [removed: September 20, 2013] [added: December 21, 2018] (filed as Exhibit [removed: 10.40] [added: 10.25] to the December 31, [removed: 2013 10-K).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914012225/a13-24862_1ex10d40.htm) | | | |] [added: 2018 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10250a37b.htm)] |

| [removed: 10.24] [added: 10.26] | [Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465911061028/a11-24710_1ex10d30.htm) | [removed: | | | |]

| | |

| --- | --- |

| | |

| 4.2 | [Indenture, dated as of October 8, 2018, between Amphenol Technologies Holding GmbH, Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on October 9, 2018).*](http://www.sec.gov/Archives/edgar/data/820313/000110465918060961/a18-36437_1ex4d1.htm) |

| 4.7 | [Officer’s Certificate, dated January 9, 2019, establishing the 4.350% Senior Notes due 2029 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm) |

| --- | --- |

| 10.12 | [Fifth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 29, 2018 (filed as Exhibit 10.12 to the December 31, 2018 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex1012d8851.htm) |

| 10.14 | [First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10148056b.htm) |

| 10.23 | [Amended and Restated Credit Agreement, dated as of January 15, 2019, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A. acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on January 18, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919002497/a19-3162_1ex10d1.htm) |

| 10.28 | [Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex1028b0ca5.htm) |

| --- | --- |

| 10.30 | [Commercial Paper Program Dealer Agreement dated as of July 10, 2018 between Amphenol Technologies Holding GmbH (as issuer), Amphenol Corporation (as guarantor), Barclays Bank PLC (as Arranger), and Barclays Bank PLC and Commerzbank Aktiengesellschaft (as Original Dealers) (filed as Exhibit 10.1 to the Form 8-K filed on July 11, 2018).*](http://www.sec.gov/Archives/edgar/data/820313/000110465918044697/a18-17137_1ex10d1.htm) |

| | | | | | |

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

| 10.20 | [2014 Amphenol Corporation Executive Incentive Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 23, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914041219/a14-13413_1ex10d1.htm) | | | | |

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

For the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

| Year ended [added: December 31,] 2017 | | [removed: $] | 23.6 | | [removed: $] | 1.8 | | [removed: $] | (2.4) | | [removed: $] | 23.0 | |

| Year ended [added: December 31,] 2016 | | | 25.6 | | | 6.0 | | | (8.0) | | | 23.6 | |

| Year ended [added: December 31,] 2017 | | [removed: $] | 37.2 | | [removed: $] | 2.5 | | [removed: $] | (0.1) | | [removed: $] | 39.6 | |

| Year ended [added: December 31,] 2016 | | | 18.5 | | | 4.8 | | | 13.9 | | | 37.2 | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford, State of Connecticut on the [removed: 21st] [added: 13th] day of February, [removed: 2018.][added: 2019.]

| /s/ R. Adam Norwitt | | [removed: President and] [added: President,] Chief Executive Officer [added: and Director] | | February [removed: 21, 2018] [added: 13, 2019] |