lease commitments, and there was no cumulative ~~effect of applying the new standard as an adjustment to the opening balance of~~impact on retained earnings as of January 1, 2019. Upon adoption, we will recognize a right-of-use asset and a corresponding lease liability for our operating lease commitments on our balance sheet, and will also provide new disclosures about our leasing activities.

~~In February 2018, the FASB issued ASU 2018-02,~~ ~~Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~ (“ASU 2018-02”), which amends the standard on comprehensive income by providing an option for an entity to reclassify stranded tax effects of the Tax Act from accumulated other comprehensive income directly to retained earnings. The stranded tax effects result from the remeasurement of net deferred tax positions that were originally recorded in comprehensive income but whose remeasurement was reflected in the income statement in 2017. ASU 2018-02 only applies to the effects of the Tax Act and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. ASU 2018-02 may be applied either at the beginning of the period of adoption or on a retrospective basis to any period in which the impacts of the Tax Act are recognized. The comparative prior periods will not be restated and will continue to be reported under the accounting standards in effect for those periods. The adoption of ASU 2018-02 will result in the reclassification of the stranded tax effects of the Tax Act from Accumulated other comprehensive loss to Retained earnings on the consolidated balance sheet. The Company plans to early adopt ASU 2018-02 in the fourth quarter of 2018, as of October 1, 2018, which willTopic 842 did not have a material impact on our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019 and our Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2019, nor did it have any impact on our compliance with debt covenants. The adoption of Topic 842 provided various optional practical expedients in transition, some of which we have elected. As part of the adoption, the Company elected the “package of 3” practical expedient, which among other things, permitted us not to reassess the historical lease classifications for existing or expired leases. Going forward, the impact of Topic 842 on the Company’s consolidated financial ~~statements.~~statements will be dependent upon the Company’s lease portfolio. The accounting for finance leases (formerly referred to as “capital leases”) remains substantially unchanged. Refer to Note 15 herein for further details regarding the impact of the adoption of Topic 842 and other information related to our lease portfolio.

Accounting Standards Issued But Not Yet Adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. Among other changes, this standard requires certain additional disclosure surrounding Level 3 assets, including changes in unrealized gains or losses in other comprehensive income and certain inputs in those measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Certain amended or eliminated disclosures in this standard may be adopted early, while certain additional disclosure requirements in this standard can be adopted on its effective date. In addition, certain changes in the standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating ASU 2018-13 and its impact on our consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-14,~~ ~~Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans~~ (“ASU 2018-14”), which amends the current annual disclosure requirements related to defined benefit pension and other postretirement plans by adding new requirements, removing certain requirements and providing clarification on existing requirements. ASU 2018-14 does not amend the interim disclosure requirements of existing guidance and is effective for fiscal years ending after December 31, 2020, with early adoption permitted and must be applied on a retrospective basis. The Company is currently evaluating ASU 2018-14 and its impact on our consolidated financial statements.

~~The Securities and Exchange Commission has also recently issued several final rules, including but not limited to SEC Final Rule Release No. 33-10532~~ ~~Disclosure Update and Simplification~~ (“Final Rule”), which amends certain redundant, duplicative, outdated, superseded or overlapping disclosure requirements. This Final Rule is intended to facilitate disclosure information provided to investors and simplify compliance without significantly impacting the mix of information provided to investors. The amendments also expand the disclosure requirements regarding the analysis of stockholders' equity for interim financial statements, in which entities will be required to present a reconciliation for each period for which a statement of comprehensive income is required to be filed. While we have not yet adopted the Final Rule which is effective on November 5, 2018, we do not anticipate any material impact to our consolidated financial statements and related disclosures upon adoption.

8

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Note 3—Revenue Recognition

~~Prior to the adoption of Topic 606, the Company’s revenue recognition policy was in accordance with ASC Topic 605,~~ ~~Revenue Recognition~~. Effective January 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method, resulting in accounting policy changes surrounding revenue recognition which replaced certain related policies discussed under ~~Critical Accounting Policies and Estimates~~ ~~(in Item 7) and~~ ~~Summary of Significant Accounting Policies~~ (in Note 1) of the Company’s 2017 Annual Report. The adoption of Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements. The following is a summary of the Company’s revenue recognition and related accounting policies and disclosures resulting from the adoption of Topic 606.

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.

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 where the Company has a present right to payment for such goods. ~~Based on~~For the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, (ii) when the product arrives at its destination or (iii) when the product is pulled from consignment inventory. Lessthree and six months ended June 30, 2019 and 2018, less than 5% of our net sales ~~are~~were recognized over time, aswhere the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods, which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, ~~we do not have significant~~ contract assets orand contract liabilities ~~related to our contracts with customers~~ recorded in the Company’s Condensed Consolidated Balance ~~Sheets.~~ Sheets were not significant as of June 30, 2019 and December 31, 2018. These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Other current assets or Other accrued expenses as of June 30, 2019 and December 31, 2018.

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business ~~conditions, and it~~conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three ~~months. Nearly~~months, and nearly all of ~~our performance obligations are fulfilled within one year. Since~~ our performance obligations are part of contracts that ~~generally~~ have original durations of one year or ~~less,~~less. Since our performance obligations are generally fulfilled within one year, we have ~~elected~~ not ~~to disclose~~disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of ~~September~~June 30, ~~2018.~~ 2019.

~~Sales to Distributors and Resellers~~

~~Sales to certain distributors and resellers are made under terms allowing certain price adjustments and limited rights of return of~~While the ~~Company’s products held in their inventory or upon sale to their end customers. The~~ Company ~~maintains a reserve for unprocessed and estimated future price adjustment claims and returns as a refund liability. The~~

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reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. These reserves were not significant upon the adoption of Topic 606 nor were they significant in the Condensed Consolidated Balance Sheet as of September 30, 2018.

~~Warranty~~

~~Standard~~typically offers standard product warranty coverage which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, ~~is typically offered, while extended or separately-priced~~the Company’s warranty ~~coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period~~liabilities as of ~~time at no additional charge. We estimate our warranty liability based on historical experience, product history,~~June 30, 2019 and ~~current trends, and record warranty expense in cost of sales in the Condensed Consolidated Statements of Income. Warranty liabilities~~December 31, 2018, and related warranty expense for the three and six months ended June 30, 2019 and 2018 have not been and were not ~~significant~~material in the accompanying Condensed Consolidated Financial ~~Statements as of and for the three and nine months ended September 30, 2018.~~

~~Shipping and Handling Costs~~

The Company accounts for shipping and handling activities related to contracts with customers as a cost to fulfill our promise to transfer control of the related product, including any such costs incurred after the customer has obtained control of the goods. Shipping and handling costs are generally charged to and paid by the majority of our customers as part of the contract. For a nominal portion of our customer contracts, primarily for certain customers in the broadband communications market (a market primarily in the Cable Products and Solutions segment), such costs are not separately charged to the customers. Shipping and handling costs are included in Cost of sales in the accompanying Condensed Consolidated Statements of Income.

~~Contract Assets and Contract Liabilities~~

The Company records contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract assets represent unbilled receivables, which generally arise when revenue recognized over time exceed amounts billed to customers. Contract liabilities represent billings or advanced consideration received from customers in excess of revenue recognized to date. As the Company’s performance obligations are typically less than one year, these amounts are generally recorded as current in the accompanying Condensed Consolidated Balance Sheets within Other current assets or Other accrued expenses as of September 30, 2018. Contract assets and contract liabilities recorded in the Company’s Condensed Consolidated Balance Sheets were not significant both at the date of adoption and as of September 30, 2018.

~~Contract Costs~~

The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that such costs are explicitly chargeable to the customer and the benefit associated with the costs is expected to be longer than one year. Otherwise, such costs are expensed as incurred and recorded within Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. Incremental costs to fulfill customer orders, which are mostly comprised of pre-production and set-up costs, are generally capitalized to the extent such costs are contractually guaranteed to be reimbursed by the customer. Otherwise, such costs are expensed as incurred. Capitalized contract costs to obtain a contract or to fulfill a contract that are not accounted for under other existing accounting standards are recorded as either other current or long-term assets on the accompanying Condensed Consolidated Balance Sheets, depending on the timing of when the Company expects to recognize the expense, and are generally amortized consistent with the timing of when transfer of control of the related goods occurs. Such capitalized contract costs were not significant both at the date of adoption and as of September 30, 2018, and the related amortization expense was not significant for the three and nine months ended September 30, 2018.

Statements.

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Disaggregation of Net Sales

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and ~~nine~~six months ended ~~September~~June 30, 2019 and 2018:


	Three months ended September 30, 2018
	Interconnect		Cable
	Products and		Products and		Total Reportable
	Assemblies		Solutions		Business Segments

							Interconnect Products				Cable Products				Total Reportable
							and Assemblies				and Solutions				Business Segments
Three months ended June 30:							2019		2018		2019		2018		2019		2018
Net sales by:
Sales channel:
End customers and contract manufacturers	$	1,725.9	$	89.0	$	1,814.9	$	1,641.4	$	1,587.5	$	67.3	$	83.8	$	1,708.7	$	1,671.3
Distributors and resellers		293.4		20.7		314.1		284.2		282.7		22.4		27.4		306.6		310.1
	$	2,019.3	$	109.7	$	2,129.0

							$	1,925.6	$	1,870.2	$	89.7	$	111.2	$	2,015.3	$	1,981.4

Geography:
United States	$	517.9	$	54.1	$	572.0	$	588.7	$	522.4	$	44.1	$	53.9	$	632.8	$	576.3
China		696.9		1.4		698.3		540.6		535.9		1.9		1.1		542.5		537.0
Other foreign locations		804.5		54.2		858.7		796.3		811.9		43.7		56.2		840.0		868.1
	$	2,019.3	$	109.7	$	2,129.0
							$	1,925.6	$	1,870.2	$	89.7	$	111.2	$	2,015.3	$	1,981.4

Six months ended June 30:
Net sales by:
Sales channel:
End customers and contract manufacturers							$	3,234.2	$	3,103.0	$	140.2	$	153.8	$	3,374.4	$	3,256.8
Distributors and resellers								554.1		537.2		45.3		54.3		599.4		591.5
							$	3,788.3	$	3,640.2	$	185.5	$	208.1	$	3,973.8	$	3,848.3

Geography:
United States							$	1,122.7	$	1,001.6	$	89.0	$	101.7	$	1,211.7	$	1,103.3
China								1,063.0		1,063.2		2.7		1.9		1,065.7		1,065.1
Other foreign locations								1,602.6		1,575.4		93.8		104.5		1,696.4		1,679.9
							$	3,788.3	$	3,640.2	$	185.5	$	208.1	$	3,973.8	$	3,848.3

Nine months ended September 30, 2018

Interconnect

Cable

Products and

Products and

Total Reportable

Assemblies

Solutions

Business Segments
Net sales by:

Sales channel:

End customers and contract manufacturers

$
4,828.9

$
242.8

$
5,071.7
Distributors and resellers

830.6

75.0

905.6

$
5,659.5

$
317.8

$
5,977.3

Geography:

United States

$
1,519.5

$
155.8

$
1,675.3
China

1,760.0

3.3

1,763.3
Other foreign locations

2,380.0

158.7

2,538.7

$
5,659.5

$
317.8

$
5,977.3

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

Note 4—Inventories

Inventories consist of:



	September 30,		December 31,
	2018		2017


					June 30,		December 31,
					2019		2018
Raw materials and supplies	$	437.2	$	386.2	$	506.0	$	463.6
Work in process		377.7		358.0		397.2		371.1
Finished goods		430.6		362.7		372.1		399.1
	$	1,245.5	$	1,106.9
					$	1,275.3	$	1,233.8

Note 5—Reportable Business Segments

The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company organizes its reportable business segments based upon similar economic characteristics and business groupings of products, services and customers. These reportable business segments are determined based upon how the Company reviews its businesses, assesses operating performance and makes investing and resource allocation decisions. The Interconnect Product and Assemblies segment primarily designs, manufactures

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and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-add products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the notes to the consolidated financial statements in the Company’s ~~2017~~2018 Annual Report. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.

The segment results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 are as follows:


	Interconnect Products				Cable Products				Total Reportable
	and Assemblies				and Solutions				Business Segments
Three Months Ended September 30:	2018		2017		2018		2017		2018		2017

													Interconnect Products				Cable Products				Total Reportable
													and Assemblies				and Solutions				Business Segments
Three Months Ended June 30:													2019		2018		2019		2018		2019		2018
Net sales:
External	$	2,019.3	$	1,731.5	$	109.7	$	109.3	$	2,129.0	$	1,840.8	$	1,925.6	$	1,870.2	$	89.7	$	111.2	$	2,015.3	$	1,981.4
Intersegment		3.8		2.7		8.1		10.9		11.9		13.6		8.1		3.2		13.4		8.2		21.5		11.4
Segment operating income		458.1		388.3		14.4		14.3		472.5		402.6		428.4		419.7		8.7		14.7		437.1		434.4

Nine Months Ended September 30:

Six Months Ended June 30:
Net sales:
External	$	5,659.5	$	4,754.3	$	317.8	$	313.1	$	5,977.3	$	5,067.4	$	3,788.3	$	3,640.2	$	185.5	$	208.1	$	3,973.8	$	3,848.3
Intersegment		9.6		6.9		25.1		31.5		34.7		38.4		11.0		5.8		29.1		17.0		40.1		22.8
Segment operating income		1,268.9		1,060.8		40.4		44.0		1,309.3		1,104.8		838.5		810.9		19.1		26.0		857.6		836.9

A reconciliation of segment operating income to consolidated income before income taxes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017

									Three Months Ended June 30,				Six Months Ended June 30,
									2019		2018		2019		2018
Segment operating income	$	472.5	$	402.6	$	1,309.3	$	1,104.8	$	437.1	$	434.4	$	857.6	$	836.9
Interest expense		(24.8)		(24.6)		(75.3)		(67.3)		(30.0)		(26.0)		(59.7)		(50.5)
Other income, net		0.2		5.1		2.5		12.9		0.1		0.1		3.1		2.4
Stock-based compensation expense		(14.4)		(12.6)		(40.4)		(37.1)		(15.4)		(13.3)		(29.8)		(26.0)
Acquisition-related expenses		—		—		—		(4.0)		(8.9)		—		(25.4)		—
Other operating expenses		(13.9)		(12.1)		(39.6)		(35.5)		(13.3)		(12.9)		(26.7)		(25.8)
Income before income taxes	$	419.6	$	358.4	$	1,156.5	$	973.8	$	369.6	$	382.3	$	719.1	$	737.0

Note 6—Shareholders’ Equity and Noncontrolling Interests

Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

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A rollforward of consolidated changes in equity for the three months ended June 30, 2019 is as follows:


	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity

Balance as of March 31, 2019	299.4	$	0.3	(1.4)	$	(119.7)	$	1,485.2	$	3,142.1	$	(384.8)	$	47.3	$	4,170.4
Net income										288.4				2.5		290.9
Other comprehensive income (loss)												(12.1)		(1.0)		(13.1)
Acquisitions resulting in noncontrolling interest														10.0		10.0
Purchase of noncontrolling interest								(17.5)						(3.9)		(21.4)
Purchase of treasury stock				(2.6)		(248.7)										(248.7)
Retirement of treasury stock	(2.6)			2.6		248.7				(248.7)						—
Stock options exercised	1.6			0.2		18.2		58.7		(8.9)						68.0
Dividends declared ($0.23 per common share)										(68.3)						(68.3)
Stock-based compensation expense								15.4								15.4
Balance as of June 30, 2019	298.4	$	0.3	(1.2)	$	(101.5)	$	1,541.8	$	3,104.6	$	(396.9)	$	54.9	$	4,203.2

A rollforward of consolidated changes in equity for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 is as follows:


	Amphenol Corporation Shareholders
								Accumulated
	Common Stock							Other
	Shares			Additional		Retained		Comprehensive		Treasury		Noncontrolling		Total
	(in millions)	Amount		Paid-In Capital		Earnings		Loss		Stock		Interests		Equity

Balance as of December 31, 2017	305.7	$	0.3	$	1,249.0	$	2,941.5	$	(201.0)	$	—	$	53.6	$	4,043.4
Cumulative effect of adoption of revenue recognition standard (Note 2)							3.2								3.2

																Amphenol Corporation Shareholders
																										Accumulated
																Common Stock			Treasury Stock							Other
																Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
																(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity

Balance as of December 31, 2018																299.2	$	0.3	(0.7)	$	(55.0)	$	1,433.2	$	3,028.7	$	(390.2)	$	47.2	$	4,064.2
Net income							866.9						8.8		875.7										556.0				4.8		560.8
Other comprehensive loss									(136.3)				(2.7)		(139.0)
Other comprehensive income (loss)																											(6.7)		—		(6.7)
Acquisitions resulting in noncontrolling interest									��				0.3		0.3														10.0		10.0
Purchase of noncontrolling interest					(2.3)								(5.4)		(7.7)								(17.5)						(3.9)		(21.4)
Distributions to shareholders of noncontrolling interests													(10.2)		(10.2)														(3.2)		(3.2)
Purchase of treasury stock											(680.2)				(680.2)				(4.4)		(408.7)										(408.7)
Retirement of treasury stock	(7.7)						(680.2)				680.2				—	(3.4)			3.4		321.1				(321.1)						—
Stock options exercised	3.3				123.0										123.0	2.6			0.5		41.1		96.3		(22.2)						115.2
Dividends declared							(195.6)								(195.6)
Dividends declared ($0.46 per common share)																									(136.8)						(136.8)
Stock-based compensation expense					40.4										40.4								29.8								29.8
Balance as of September 30, 2018	301.3	$	0.3	$	1,410.1	$	2,935.8	$	(337.3)	$	—	$	44.4	$	4,053.3
Balance as of June 30, 2019																298.4	$	0.3	(1.2)	$	(101.5)	$	1,541.8	$	3,104.6	$	(396.9)	$	54.9	$	4,203.2

A rollforward of consolidated changes in equity for the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2018 is as follows:


	Amphenol Corporation Shareholders
								Accumulated
	Common Stock							Other
	Shares			Additional		Retained		Comprehensive		Treasury		Noncontrolling		Total
	(in millions)	Amount		Paid-In Capital		Earnings		Loss		Stock		Interests		Equity

Balance as of December 31, 2016	308.3	$	0.3	$	1,020.9	$	3,122.7	$	(469.0)	$	—	$	48.2	$	3,723.1

																Amphenol Corporation Shareholders
																										Accumulated
																Common Stock			Treasury Stock							Other
																Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
																(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity

Balance as of March 31, 2018																302.1	$	0.3	—	$	—	$	1,282.4	$	2,770.9	$	(139.7)	$	54.0	$	3,967.9
Net income							753.9						7.2		761.1										284.8				3.0		287.8
Other comprehensive income									182.8				2.1		184.9
Other comprehensive income (loss)																											(149.0)		(2.5)		(151.5)
Acquisitions resulting in noncontrolling interest													1.2		1.2														0.2		0.2
Purchase of noncontrolling interest					(5.5)								(9.5)		(15.0)
Distributions to shareholders of noncontrolling interests													(7.1)		(7.1)														(3.2)		(3.2)
Purchase of treasury stock											(555.6)				(555.6)				(3.1)		(263.4)										(263.4)
Retirement of treasury stock	(7.7)						(555.6)				555.6				—	(3.1)			3.1		263.4				(263.4)						—
Stock options exercised	4.4				135.3										135.3	0.7							30.5								30.5
Dividends declared							(155.7)								(155.7)
Dividends declared ($0.23 per common share)																									(69.0)						(69.0)
Stock-based compensation expense					37.1										37.1								13.3								13.3
Balance as of September 30, 2017	305.0	$	0.3	$	1,187.8	$	3,165.3	$	(286.2)	$	—	$	42.1	$	4,109.3
Balance as of June 30, 2018																299.7	$	0.3	—	$	—	$	1,326.2	$	2,723.3	$	(288.7)	$	51.5	$	3,812.6

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~~On January 24, 2017,~~

A rollforward of consolidated changes in equity for the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 in accordance with the requirements of Rule 10b-18 of the Exchange Act (the “2017 Stock Repurchase Program”). During the threesix months ended ~~March 31,~~June 30, 2018 the Company repurchased 4.2 million shares of its common stock for $382.0 under the 2017 Stock Repurchase Program, bringing total repurchases under this program to approximately 12.6 million shares or $1,000.0, thus completing the 2017 Stock Repurchase Program. is as follows:


	Amphenol Corporation Shareholders
											Accumulated
	Common Stock			Treasury Stock							Other
	Shares			Shares			Additional		Retained		Comprehensive		Noncontrolling		Total
	(in millions)	Amount		(in millions)	Amount		Paid-In Capital		Earnings		Loss		Interests		Equity

Balance as of December 31, 2017	305.7	$	0.3	—	$	—	$	1,249.0	$	2,941.5	$	(201.0)	$	53.6	$	4,043.4
Cumulative effect of adoption of revenue recognition standard										3.2						3.2
Net income										550.4				5.7		556.1
Other comprehensive income (loss)												(87.7)		(1.0)		(88.7)
Acquisitions resulting in noncontrolling interest														0.3		0.3
Distributions to shareholders of noncontrolling interests														(7.1)		(7.1)
Purchase of treasury stock				(7.3)		(645.4)										(645.4)
Retirement of treasury stock	(7.3)			7.3		645.4				(645.4)						—
Stock options exercised	1.3							51.2								51.2
Dividends declared ($0.42 per common share)										(126.4)						(126.4)
Stock-based compensation expense								26.0								26.0
Balance as of June 30, 2018	299.7	$	0.3	—	$	—	$	1,326.2	$	2,723.3	$	(288.7)	$	51.5	$	3,812.6

On April 24, 2018, the Company’s Board of Directors authorized a ~~new~~ stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the ~~“2018 Stock Repurchase Program”~~“Exchange Act”). During the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, the Company repurchased ~~0.4~~2.6 million and ~~3.5~~4.4 million shares of its ~~common stock~~Common Stock for ~~$34.8~~$248.7 and ~~$298.2,~~$408.7, respectively, under the 2018 Stock Repurchase Program. ~~These treasury~~Of the total repurchases during the first six months of 2019, 1.0 million shares, or $87.6, have been retained in Treasury stock; the remaining 3.4 million shares, or $321.1, have been retired by the ~~Company, accordingly common stock and retained earnings were reduced.~~Company. The Company has ~~not~~not repurchased any additional shares of its ~~common stock~~Common Stock through ~~October 24, 2018,~~July 23, 2019, and has remaining authorization to purchase up to ~~approximately $1,701.8~~$1,038.1 of its ~~common stock~~Common Stock under the 2018 Stock Repurchase Program. The price and timing of any future purchases under the 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 conditions and stock price.

13

~~Table~~On January 24, 2017, the Company’s Board of ~~Contents~~

Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 (the “2017 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its Common Stock for $382.0 under the 2017 Stock Repurchase Program, bringing total repurchases under this program to 12.6 million shares or $1,000.0, thus completing the 2017 Stock Repurchase Program. These repurchases in the first quarter of 2018, coupled with the Company’s repurchase of 3.1 million shares of its Common Stock for $263.4 under the 2018 Stock Repurchase Program during the three months ended June 30, 2018, resulted in total repurchases of 7.3 million shares for $645.4 during the six months ended June 30, 2018.

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. The following table summarizes the ~~declared quarterly dividends per share as well as the~~ dividends declared and paid for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017:~~ 2018:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Dividends declared per share	$	0.23	$	0.19	$	0.65	$	0.51


									Three Months Ended June 30,				Six Months Ended June 30,
									2019		2018		2019		2018
Dividends declared	$	69.3	$	57.9	$	195.6	$	155.7	$	68.3	$	69.0	$	136.8	$	126.4
Dividends paid (including those declared in the prior year)		69.0		48.8		184.4		147.1		68.5		57.4		137.2		115.5

On ~~April 24, 2018,~~July 23, 2019, the Company’s Board of Directors approved an increase to its quarterly dividend rate from ~~$0.19~~$0.23 to ~~$0.23~~$0.25 per share effective with dividends declared in the ~~second~~third quarter of ~~2018.~~2019.

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Note 7—Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares and dilutive common shares outstanding, which relates to stock options. A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,

									Three Months Ended June 30,				Six Months Ended June 30,
(dollars and shares in millions, except per share data)	2018		2017		2018		2017		2019		2018		2019		2018
Net income attributable to Amphenol Corporation shareholders	$	316.6	$	277.5	$	866.9	$	753.9	$	288.4	$	284.8	$	556.0	$	550.4
Basic weighted average common shares outstanding		300.5		305.0		301.7		305.8		298.0		300.8		298.1		302.3
Effect of dilutive stock options		11.9		10.7		11.9		10.3		10.7		11.5		10.6		11.9
Diluted weighted average common shares outstanding		312.4		315.7		313.6		316.1		308.7		312.3		308.7		314.2
Earnings per share attributable to Amphenol Corporation shareholders:
Basic	$	1.05	$	0.91	$	2.87	$	2.47	$	0.97	$	0.95	$	1.87	$	1.82
Diluted	$	1.01	$	0.88	$	2.76	$	2.39	$	0.93	$	0.91	$	1.80	$	1.75

Excluded from the computations above were anti-dilutive common shares of ~~6.1~~7.7 million and ~~5.3~~1.5 million for the three months ended ~~September~~June 30, 2019 and 2018, ~~and 2017, respectively, and 2.5~~respectively. Excluded from the computations above were anti-dilutive common shares of 7.1 million and ~~2.1~~0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

Note 8—Commitments and Contingencies

The Company has been named as a defendant in several legal actions arising from normal business activities. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

~~The~~In August 2018, 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 isremains in the early stages and the Company is unable to estimate the timing or outcome of the matter.

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

Note 9—Stock-Based Compensation

For the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company’s income before income taxes was reduced for stock-based compensation expense of ~~$14.4~~$15.4 and ~~$12.6,~~$13.3, respectively. In addition, for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company recognized aggregate income tax benefits ~~associated with stock-based compensation~~ of ~~$8.9~~$14.9 and ~~$19.5,~~$4.9, respectively, in the provision for income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation, which include the excess tax benefits from option exercises of ~~$7.0~~ $12.9 and ~~$16.6, respectively.~~ $3.0, respectively.

For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company’s income before income taxes was reduced for stock-based compensation expense of ~~$40.4~~$29.8 and ~~$37.1,~~$26.0, respectively. In addition, for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company recognized aggregate income tax benefits of $23.5 and $10.8, respectively, in the provision for

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income taxes in the accompanying Condensed Consolidated Statements of Income associated with stock-based compensation, ~~of $19.7 and $54.7, respectively,~~ which include the excess tax benefits from option exercises of ~~$14.1~~ $19.7 and ~~$45.8, respectively.~~ The$7.1, respectively.

The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes 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.

Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Stock Options

In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”). A committee of the Company’s Board of Directors has been authorized to grant stock options pursuant to the 2017 Employee Option Plan. The number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2017 Employee Option Plan is 30,000,000 shares. As of ~~September~~June 30, ~~2018,~~2019, there were ~~17,002,620~~10,920,560 shares of Common Stock available for the granting of additional stock options under the 2017 Employee Option Plan.The Company also continues to maintain the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. ~~The 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended, expired in May 2011 and all options granted thereunder have been either exercised or forfeited.~~ Options granted under the 2017 Employee Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan is administered by the Company’s Board of Directors. The 2004 Directors Option Plan expired in May 2014, except that its terms continue with respect to any outstanding options granted thereunder. Options were last granted under the 2004 Directors Option Plan in May 2011. Options granted under the 2004 Directors Option Plan are fully vested and are generally exercisable over a period of ten years from the date of grant.

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Stock option activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was as follows:


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Options	Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2018	33,222,364	$	52.27	7.05	$	1,180.3

										Weighted
										Average	Aggregate
								Weighted		Remaining	Intrinsic
								Average		Contractual	Value
							Options	Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2019							35,550,668	$	59.77	6.81	$	798.6
Options granted	—						40,000		78.12
Options exercised	(602,549)						(1,269,121)		37.30
Options forfeited	(32,240)						(40,440)		75.17
Options outstanding at March 31, 2018	32,587,575		52.58	6.84		1,093.2
Options outstanding at March 31, 2019							34,281,107		60.60	6.67		1,160.0
Options granted	6,111,100						6,105,700		89.55
Options exercised	(740,046)						(1,816,225)		38.18
Options forfeited	(116,740)						(55,020)		78.67
Options outstanding at June 30, 2018	37,841,889		58.50	7.15		1,089.4
Options granted	91,000
Options exercised	(1,952,700)
Options forfeited	(226,020)
Options outstanding at September 30, 2018	35,754,169	$	59.68	7.05	$	1,227.9
Vested and non-vested options expected to vest at September 30, 2018	33,489,508	$	58.93	6.97	$	1,175.0
Exercisable options at September 30, 2018	16,426,149	$	46.22	5.55	$	785.2
Options outstanding at June 30, 2019							38,515,562	$	66.22	7.08	$	1,144.7
Vested and non-vested options expected to vest at June 30, 2019							36,141,697	$	65.53	7.00	$	1,099.4
Exercisable options at June 30, 2019							19,299,462	$	53.60	5.66	$	817.2

A summary of the status of the Company’s non-vested options as of ~~September~~June 30, ~~2018~~2019 and changes during the three and ~~nine~~six months then ended is as follows:


		Weighted
		Average
		Fair Value at
	Options	Grant Date
Non-vested options at January 1, 2018	19,600,440	$	8.29

					Weighted
					Average
					Fair Value at
				Options	Grant Date
Non-vested options at January 1, 2019				19,289,500	$	9.73
Options granted	—		—	40,000		10.48
Options vested	(67,400)		8.13	(61,900)		8.27
Options forfeited	(32,240)		8.56	(40,440)		9.74
Non-vested options at March 31, 2018	19,500,800		8.29
Non-vested options at March 31, 2019				19,227,160		9.74
Options granted	6,111,100		12.82	6,105,700		12.27
Options vested	(5,923,180)		8.35	(6,061,740)		9.19
Options forfeited	(116,740)		8.18	(55,020)		10.87
Non-vested options at June 30, 2018	19,571,980		9.69
Options granted	91,000		12.82
Options vested	(108,940)		8.40
Options forfeited	(226,020)		9.48
Non-vested options at September 30, 2018	19,328,020	$	9.71
Non-vested options at June 30, 2019				19,216,100	$	10.71

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the following activity occurred under the Company’s option plans:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017

									Three Months Ended				Six Months Ended
									June 30,				June 30,
									2019		2018		2019		2018
Total intrinsic value of stock options exercised	$	111.8	$	77.0	$	181.1	$	191.1	$	110.4	$	35.1	$	180.5	$	69.4
Total fair value of stock options vested		0.9		0.7		50.9		46.2		55.7		49.5		56.2		50.0

As of ~~September~~June 30, ~~2018,~~2019, the total compensation cost related to non-vested options not yet recognized was approximately ~~$152.8~~$181.5 with a weighted average expected amortization period of ~~3.57~~3.74 years.

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The grant-date fair value of each option grant under the 2009 Employee Option Plan, the 2017 Employee Option Plan and the 2004 Directors Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical ~~post-vesting termination~~ experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Restricted Shares

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of ~~September~~June 30, ~~2018,~~2019, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was ~~109,695.~~94,846. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment.

Restricted share activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was as follows:


				Weighted Average
				Remaining
	Restricted	Fair Value at		Amortization
	Shares	Grant Date		Term (in years)
Restricted shares outstanding at January 1, 2018	12,905	$	73.25	0.37

								Weighted Average
								Remaining
					Restricted	Fair Value at		Amortization
					Shares	Grant Date		Term (in years)
Restricted shares outstanding at January 1, 2019					14,873	$	87.89	0.39
Restricted shares granted	—		—		—		—
Restricted shares outstanding at March 31, 2018	12,905		73.25	0.13
Restricted shares outstanding at March 31, 2019					14,873		87.89	0.14
Shares vested and issued	(13,046)		73.35		(14,873)		87.89
Restricted shares granted	14,469		87.93		14,304		89.49
Restricted shares outstanding at June 30, 2018	14,328		87.98	0.88
Restricted shares granted	—		—
Restricted shares outstanding at September 30, 2018	14,328	$	87.98	0.63
Restricted shares outstanding at June 30, 2019					14,304	$	89.49	0.89

As of ~~September~~June 30, ~~2018,~~2019, the total compensation cost related to non-vested restricted shares not yet recognized was approximately ~~$0.8~~$1.1 with a weighted average expected amortization period of ~~0.63~~0.89 years.

Note 10—Benefit Plans and Other Postretirement Benefits

The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. Certain U.S. employees not covered by the U.S. Plans are covered by defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the ~~“International~~“Foreign Plans” and, together with the U.S. Plans, the “Plans”). The following is a summary, based on the most recent

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~~recent~~ actuarial valuations of the Company’s net cost for pension benefits, of the Plans ~~and other postretirement benefits~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017:~~ 2018:


					Other Postretirement
	Pension Benefits				Benefits
Three Months Ended September 30:	2018		2017		2018		2017


									Pension Benefits
Three Months Ended June 30:									2019		2018
Service cost	$	1.8	$	2.5	$	—	$	—	$	1.7	$	1.9
Interest cost		4.9		5.0		0.1		0.1		5.4		4.9
Expected return on plan assets		(9.6)		(7.8)		—		—		(9.2)		(9.6)
Amortization of prior service cost		0.6		0.7		—		—		0.4		0.6
Amortization of net actuarial losses		5.8		5.8		0.1		0.2		4.6		5.8
Net pension expense	$	3.5	$	6.2	$	0.2	$	0.3	$	2.9	$	3.6

Nine Months Ended September 30:

Six Months Ended June 30:
Service cost	$	5.6	$	7.3	$	—	$	—	$	3.5	$	3.8
Interest cost		14.7		14.9		0.3		0.3		10.8		9.8
Expected return on plan assets		(28.9)		(23.2)		—		—		(18.5)		(19.3)
Amortization of prior service cost		1.8		2.1		—		—		0.8		1.2
Amortization of net actuarial losses		17.5		17.2		0.3		0.5		9.3		11.7
Net pension expense	$	10.7	$	18.3	$	0.6	$	0.8	$	5.9	$	7.2

As a result of the adoption of ASU 2017‑07, the Company records service costs in the same line item as the respective employee compensation costs and within operating income, while all other pension-related costs including interest cost, expected return on plan assets, amortization of prior service cost and amortization of net actuarial losses are reported separately within Other income, net in the Condensed Consolidated Statements of Income.

In January 2018, the Company made a voluntary cash contribution of approximately $81.0 to ~~fully~~ fund the U.S. Plans, and estimates that, based on current actuarial calculations, cash contributions to the Plans will aggregate approximately $90.0 in 2018. The timing and amount of cash contributions in subsequent years will depend on a number of factors, including the investment performance of the Plans’ assets.Plans. This voluntary cash contribution made in the first quarter of 2018 iswas reflected as cash used in operating activities within Net change in accrued pension and postretirement benefits in the Condensed Consolidated Statements of Cash Flow.There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future.

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. ~~The~~Through 2018, the Company ~~matches~~matched the majority of employee contributions to the U.S. defined contribution plans with cash contributions up to a maximum of 5% of eligible compensation. Effective January 1, 2019, the Company increased its matching of employee contributions to the U.S. defined contribution plans to a maximum of 6% of eligible compensation. During the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the Company provided matching contributions to the U.S. defined contribution plans of approximately ~~$6.2~~$7.2 and ~~$5.0,~~$4.3, respectively.

Note 11—Acquisitions

In ~~the past twelve months,~~January 2019, pursuant to a definitive agreement entered into on November 27, 2018, the Company ~~has completed several acquisitions, including three acquisitions~~acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., for approximately $397, net of cash acquired (subject to customary post-closing adjustments), plus a performance-related contingent payment. SSI, which ~~closed~~is headquartered in the United States (Wisconsin), is a leading designer and manufacturer of sensors and sensing solutions for the global automotive and industrial markets. The acquisition of SSI is not material to the Company. The contingent consideration payment is based on certain 2019 revenue and profitability levels of SSI. The Company determined the fair value of this liability using Level 3 unobservable inputs, such as probability weighted payout projections, and is classified as Level 3 in the fair value hierarchy (Note 16). The contingent consideration is payable in 2020 and recorded in Other accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of June 30, 2019.

During the first ~~nine~~six months of ~~2018, all~~2019, the Company completed five acquisitions (including SSI) for $756.2, net of cash acquired. All but one of the acquisitions are included in the Interconnect Products and Assemblies segment. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. The Company anticipates that the final assessments of values will not differ materially from the preliminary assessments. These acquisitions were not material to the Company either individually or in the aggregate.

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During the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2019, the Company incurred approximately ~~$4.0~~$8.9 ($~~3.7~~7.8 after-tax) of acquisition-related expenses, primarily related to external transaction costs, as well as $3.2 related to the value associated with acquired backlog related to an acquisition that closed in the second quarter. During the six months ended June 30, 2019, the Company incurred approximately $25.4 ($21.0 after-tax) of acquisition-related expenses primarily related to the amortization of $15.7 related to the value associated with acquired backlog (of which $12.5 related to the SSI acquisition), with the remainder representing external transaction costs. Such acquisition-related expenses are separately presented in the accompanying Condensed Consolidated Statements of Income.

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Note 12—Goodwill and Other Intangible Assets

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


	Interconnect		Cable
	Products and		Products and
	Assemblies		Solutions		Total
Goodwill at December 31, 2017	$	3,896.1	$	146.5	$	4,042.6

							Interconnect		Cable
							Products and		Products and
							Assemblies		Solutions		Total
Goodwill at December 31, 2018							$	3,956.7	$	146.5	$	4,103.2
Acquisition-related		126.5		—		126.5		602.2		10.6		612.8
Foreign currency translation		(55.4)		—		(55.4)		(9.9)		—		(9.9)
Goodwill at September 30, 2018	$	3,967.2	$	146.5	$	4,113.7
Goodwill at June 30, 2019							$	4,549.0	$	157.1	$	4,706.1

The ~~Company performs its annual evaluation for~~increase in goodwill, net of foreign currency translation, during the ~~impairment~~first six months of ~~goodwill for~~2019 is due to the Company’s ~~reporting units as~~acquisitions during the first half of each July 1 or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company has defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics. In 2018, as part of our annual evaluation, the Company utilized the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. During the third quarter, the Company determined that it was more likely than not that the fair value of its reporting units exceeded their respective carrying amounts and therefore, a quantitative assessment was not required. There has been no goodwill impairment in 2018, 2017 or 2016 in connection with our impairment tests.2019.

Other than goodwill noted above, the Company’s intangible assets as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were as follows:


		September 30, 2018						December 31, 2017
	Weighted	Gross				Net		Gross				Net
	Average	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Life (years)	Amount		Amortization		Amount		Amount		Amortization		Amount

															June 30, 2019						December 31, 2018
														Weighted	Gross				Net		Gross				Net
														Average	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
														Life (years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Customer relationships	10	$	400.2	$	226.2	$	174.0	$	398.1	$	199.8	$	198.3	10	$	436.9	$	252.8	$	184.1	$	399.2	$	234.7	$	164.5
Proprietary technology	11		107.5		58.1		49.4		107.5		50.7		56.8	11		156.0		67.0		89.0		107.5		60.5		47.0
Backlog and other	2		34.0		33.7		0.3		34.0		33.6		0.4	2		49.7		49.4		0.3		34.0		33.7		0.3
Total intangible assets (definite-lived)	10		541.7		318.0		223.7		539.6		284.1		255.5	9		642.6		369.2		273.4		540.7		328.9		211.8


Trade names (indefinite-lived)			186.1		—		186.1		186.1		—		186.1			186.1				186.1		186.1				186.1
		$	727.8	$	318.0	$	409.8	$	725.7	$	284.1	$	441.6
															$	828.7	$	369.2	$	459.5	$	726.8	$	328.9	$	397.9

Intangible assets are included in Intangibles, net and other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The increase in the carrying amounts of intangible assets during the first six months of 2019 was primarily due to intangible assets acquired as a result of the SSI acquisition, along with the other acquisitions closed during the period. The amortization expense for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 was approximately ~~$11.6~~$15.6 and ~~$12.3,~~$11.9, respectively. The amortization expense for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 was approximately ~~$35.4~~$40.4 and ~~$36.4,~~$23.8, respectively. Amortization expense during the three and six months ended June 30, 2019 includes $3.2 and $15.7, respectively, related to the amortization of acquired backlog, primarily related to the SSI acquisition. As of ~~September~~June 30, ~~2018,~~2019, amortization expense relating to the Company’s current intangible assets estimated for the remainder of ~~2018~~2019 is approximately ~~$11.5~~$25.6 and for each of the next five fiscal years is approximately ~~$42.7 in 2019, $37.1~~$46.8 in 2020, ~~$32.4~~$42.1 in 2021, ~~$24.9~~$34.8 in 2022, $32.0 in 2023 and ~~$22.2~~$28.5 in ~~2023.~~2024.

The Company reviews its identifiable intangible assets subject to amortization whenever events or changes in circumstances indicate the carrying amount may not be recoverable, while any indefinite-lived intangible assets that are not subject to amortization are reviewed at least annually for impairment. In the third quarter of 2018, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on our qualitative assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment in 2018, 2017 or 2016 as a result of such reviews.

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Note 13—Debt

The Company’s debt (net of any unamortized discount) consists of the following:


	September 30, 2018				December 31, 2017
	Carrying		Approximate		Carrying		Approximate
	Amount		Fair Value		Amount		Fair Value

									June 30, 2019				December 31, 2018
									Carrying		Approximate		Carrying		Approximate
									Amount		Fair Value		Amount		Fair Value
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Commercial Paper Program		337.9		337.9		1,175.4		1,175.4		1,048.4		1,048.4		554.5		554.5
Euro Commercial Paper Program		512.9		512.9		—		—		244.5		244.5		68.8		68.8
2.55% Senior Notes due January 2019		749.9		749.5		749.8		752.8		—		—		750.0		749.4
2.20% Senior Notes due April 2020		399.8		393.6		399.8		398.0		399.9		400.2		399.9		395.5
3.125% Senior Notes due September 2021		374.9		371.4		374.8		381.2		374.9		380.9		374.9		374.2
4.00% Senior Notes due February 2022		499.6		506.9		499.5		522.5		499.7		520.2		499.6		508.8
3.20% Senior Notes due April 2024		349.7		335.7		349.6		351.9		349.7		359.0		349.7		334.5
2.000% Euro Senior Notes due October 2028										566.1		623.9		570.5		572.8
4.350% Senior Notes due June 2029										499.5		543.2		—		—
Notes payable to foreign banks and other debt		43.6		43.6		6.6		6.6		8.6		8.6		16.6		16.6
Less unamortized deferred debt issuance costs		(9.8)		—		(12.9)		—		(18.8)		—		(13.8)		—
Total debt		3,258.5		3,251.5		3,542.6		3,588.4		3,972.5		4,128.9		3,570.7		3,575.1
Less current portion		790.2		789.8		1.1		1.1		403.1		403.4		764.3		763.7
Total long-term debt	$	2,468.3	$	2,461.7	$	3,541.5	$	3,587.3	$	3,569.4	$	3,725.5	$	2,806.4	$	2,811.4

Revolving Credit Facility

~~The~~On January 15, 2019, the Company ~~has a~~amended its $2,000.0 unsecured credit facility (the ~~“Revolving~~“2016 Revolving Credit Facility”), with a $2,500.0 unsecured credit facility (“2019 Revolving Credit Facility”). The 2019 Revolving Credit Facility, which matures ~~March 2021~~January 2024, increases the lenders’ aggregate commitments by $500.0 and, consistent with the previous 2016 Revolving Credit Facility, gives the Company the ability to borrow at a spread over LIBOR. The Company may utilize the 2019 Revolving Credit Facility for general corporate purposes. At ~~September~~June 30, 2019 and December 31, 2018, there were no borrowings under the 2019 Revolving Credit Facility. The carrying value of any borrowings under the 2019 Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note ~~15)~~16). The 2019 Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. At ~~September~~June 30, ~~2018,~~2019, the Company was in compliance with the financial covenants under the 2019 Revolving Credit Facility.

Commercial Paper Programs

The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (“U.S. Commercial Paper” or “USCP Notes”) in one or more private placements in the United States (the “U.S. Commercial Paper Program”). The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount ~~from par, or, alternatively, may be sold at par,~~therefrom, and bear varying interest rates on a fixed or floating basis. The average interest rate on the U.S. Commercial Paper as of ~~September~~June 30, ~~2018~~2019 was ~~2.36%~~2.58%.

~~On July 10, 2018, the~~The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) ~~entered into~~also has a euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the euro-commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies. As of ~~September~~June 30, ~~2018,~~2019, the amount of ECP Notes outstanding was ~~€442.0~~€215.0 (approximately ~~$512.9)~~$244.5), with an average interest rate of ~~(0.13)~~(0.10)%.

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Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. ~~The~~In conjunction with the 2019 Revolving Credit Facility, the authorization from the Company’s Board of ~~Directors’ authorization for the ECP Notes currently~~Directors limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper, euro-commercial paper or

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similar programs at any time to ~~$2,000.0.~~$2,500.0. In addition, the maximum aggregate principal amount outstanding of USCP Notes at any time was also increased to $2,500.0. The maximum aggregate principal amount outstanding of ECP Notes at any time remains at $2,000.0. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the 2019 Revolving Credit Facility, as amounts undrawn under the Company’s ~~existing~~2019 Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of the Commercial Paper are expected to be used for general corporate purposes. The Commercial Paper is classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s 2019 Revolving Credit Facility. The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note ~~15)~~16). The carrying value of Commercial Paper borrowings approximates their fair value.

U.S. Senior Notes

On January 9, 2019, the Company issued $500.0 principal amount of unsecured 4.350% Senior Notes due June 1, 2029 at 99.904% of face value (the “2029 Senior Notes”). The 2029 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2029 Senior Notes is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2019. The Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to March 1, 2029, a make-whole premium. In January 2019, the Company used the net proceeds from the 2029 Senior Notes, along with borrowings under the U.S. Commercial Paper Program, to repay $750.0 of 2.55% Senior Notes due in January 2019.

All of the Company’s outstanding senior notes in the United States (“U.S. Senior Notes”)~~, listed in the table above,~~ are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase and, with certain exceptions, a make-whole premium. The fair value of each series of U.S. Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note ~~15)~~16). ~~The 2.55%~~The Company’s 2.20% Senior Notes are due in ~~January 2019~~April 2020 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2018.~~2019. The U.S. Senior Notes contain certain financial and non-financial covenants. At ~~September~~June 30, ~~2018,~~2019, the Company was in compliance with the financial covenants under its U.S. Senior Notes.

During the first nine months of 2017, the Company issued two senior notes, aggregating $750.0 principal amount of unsecured notes, and incurred approximately $5.2 of costs related to the issuances of these senior notes, which costs are amortized to interest expense over the respective terms of the debt. In September 2017, the Company used the net proceeds from these senior notes to repay all of its outstanding $375.0 principal amount of 1.55% Senior Notes that were due September 15, 2017, with the remainder of the net proceeds being used for general corporate purposes. The cash flow impact associated with both the issuances of these senior notes and the repayment of the 1.55% Senior Notes during the first nine months of 2017 is reflected within cash flows from financing activities within the accompanying Condensed Consolidated Statements of Cash Flow.

Euro Senior Notes

On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or “2.000% Euro Senior Notes”) and collectively with the U.S. Senior Notes, “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. The Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to July 8, 2028, a make-whole premium. The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. The 2028 Euro Notes contain certain financial and non-financial covenants. At June 30, 2019, the Company was in compliance with the financial covenants. under its 2028 Euro Notes.

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Note 14—Income Taxes


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017

													Three Months Ended June 30,						Six Months Ended June 30,
													2019			2018			2019			2018
Provision for income taxes	$	(100.0)		$	(78.1)		$	(280.8)		$	(212.7)		$	(78.7)		$	(94.5)		$	(158.3)		$	(180.9)
Effective tax rate		23.8	%		21.8	%		24.3	%		21.8	%		21.3	%		24.7	%		22.0	%		24.5	%

For the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, stock option exercise activity had the impact of lowering our Provision for income taxes by approximately ~~$7.0~~$12.9 and ~~$16.6,~~$3.0, respectively, and lowering our effective tax rate by approximately ~~170~~350 basis points and ~~470~~80 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, stock option exercise activity had the impact of lowering our Provision for income taxes by approximately ~~$14.1~~$19.7 and ~~$45.8,~~$7.1, respectively, and lowering our effective tax rate by approximately ~~120~~270 basis points and ~~470~~100 basis points, respectively.

On December 22, 2017, the United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”), marking a change from a worldwide tax system to a modified territorial tax system in the United States. As part of this change, the Tax Act, among other changes, provides for a transition tax on the accumulated unremitted foreign earnings and profits of the Company’s foreign subsidiaries (“Transition Tax”) and a reduction of the U.S. federal corporate income tax rate from 35% to 21%. ~~In the fourth quarter of 2017, the~~The Company recorded an income tax charge of $398.5 (“Tax Act Charge”) that was comprised of (i) the Transition Tax of $259.4, (ii) a charge of $176.6 related to changes in the Company’s permanent reinvestment assertion with regards to prior accumulated unremitted earnings from certain foreign subsidiaries, partially offset by (iii) a tax benefit of $37.5 associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction. These three components were provisional amounts recorded in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) (now codified in ASU 2018-05), which 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 thefinalized its 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 has not completed its accounting for the impact of the Tax Act. The Company continues to analyze guidance and technical interpretations of the provisions of the Tax Act as well as refine, analyze and update the underlying data, computations and assumptions used to prepare these provisional amounts. The Company did not make any adjustments to the Tax Act Charge in the first nine months of 2018. In accordance with ASU 2018-05, the Company will complete its accounting for the income tax effects of the Tax Act within the one-year measurement period in 2018 once the Company has obtained, prepared and fully analyzed all the necessary information related to all three components of the Tax Act Charge recorded in the fourth quarter of ~~2017.~~2018. The Company ~~will pay~~paid its second annual installment of the Transition Tax, net of applicable tax credits and deductions, in ~~annual installments until~~the second quarter of 2019, and will pay the balance of the Transition Tax over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. The ~~Company paid its first annual installment~~current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of ~~approximately $18.0 in the second quarter of~~June 30, 2019 and December 31, 2018.

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years ~~2013~~2014 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of ~~September~~June 30, ~~2018,~~2019, the amount of the liability for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately ~~$125.9,~~$140.3, which is included in Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including progress of tax audits and the closing of statutes of limitation. Based on information currently available, management anticipates that over the next twelve-month period, audit activity could be completed and statutes of limitation may close relating to existing unrecognized tax benefits of approximately ~~$15.5.~~$41.8.

Note 15—Leases

Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. The Company adopted Topic 842 effective January 1, 2019. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). As a practical expedient permitted under Topic 842, we have elected to account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are

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either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. For new or renewed leases starting in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods.

Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability) unless there is an economic, financial or business reason to do so.

Operating Leases

For the three and six months ended June 30, 2019, total operating lease cost was $24.3 and $48.4, respectively, both periods of which include an immaterial amount of variable lease cost, and is recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. Other than variable lease cost, operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes: (i) the future minimum undiscounted lease payments under non-cancelable leases for the remainder of 2019 as well as each of the next five years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, and (iii) the lease-related account balances on our Condensed Consolidated Balance Sheets, all as of June 30, 2019:


	Operating
Year Ending December 31,	Leases
2019 (excluding the six months ended June 30, 2019)	$	36.7
2020		47.9
2021		33.3
2022		22.4
2023		16.7
2024		11.9
Thereafter		27.6
Total future minimum lease payments	$	196.5
Less imputed interest		(16.2)
Total present value of future minimum lease payments	$	180.3

As of June 30, 2019:
Operating lease right-of-use assets (included in Intangibles, net and other long-term assets)	$	178.9

Other accrued expenses	$	58.6
Other long-term liabilities		121.7
Total operating lease liabilities	$	180.3

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The following summarizes additional supplemental data related to our operating leases:



	Operating
Six Months Ended June 30, 2019:	Leases
Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	43.3

Right-of-use assets obtained in exchange for lease liabilities	$	38.4

As of June 30, 2019:
Weighted Average Remaining Lease Term		5	years
Weighted Average Discount Rate		3.4	%

Lease contracts that we have executed but which have not yet commenced as of June 30, 2019 were not material, and are excluded from the tables above. The Company does not generally enter into leases involving the construction or design of the underlying asset, and nearly all of the assets we lease are not specialized in nature. Our lease agreements generally do not include residual value guarantees nor do we enter into sublease arrangements with external parties.

Prior to January 1, 2019, the Company accounted for its leases in accordance with Topic 840, Leases. At December 31, 2018, the Company was committed under operating leases for buildings, office space, automobiles and equipment, which expired at various dates. As previously disclosed in our 2018 Annual Report and under previous lease accounting guidance, future minimum lease payments under non-cancelable operating leases as of December 31, 2018 totaled $197.3, comprised of $70.5 for 2019, $39.0 for 2020, $25.9 for 2021, $16.5 for 2022, $11.9 for 2023, and $33.5 for the years beyond 2023.

Finance Leases

In rare circumstances, the Company may enter into finance leases for specific equipment used in manufacturing, in which the Company takes ownership of the asset upon the end of the lease. The Company records its finance leases within Property, plant and equipment, Current portion of long-term debt and Long-term debt on the accompanying Condensed Consolidated Balance Sheets. The Company’s finance leases and related depreciation and interest expense, cash flows and impact on the Company’s condensed consolidated financial statements were not material individually or in the aggregate as of and for the three and six months ended June 30, 2019.

Note ~~15—~~16—Fair Value Measurements

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

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

Level 1 Quoted prices for identical instruments in active markets.

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

Level 3 Significant inputs to the valuation model are unobservable.

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The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are short-term investments, derivative instruments and ~~derivative instruments.~~contingent consideration payments. Substantially all of the Company’s short-term investments consist of certificates of deposit with original maturities of twelve months or less and as such, are considered as Level 1 in the fair value hierarchy as they are traded in active markets for identical assets. The carrying amounts of these instruments, the majority of which are in non-U.S. bank accounts, approximate their fair value. The Company’s derivative instruments represent foreign exchange rate forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The contingent consideration payment related to the SSI acquisition is valued using Level 3 unobservable inputs, such as probability weighted payout projections, within the fair value hierarchy. The impact of the credit risk related to these financial assets is immaterial. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 are as follows:


	Fair Value Measurements
			Quoted Prices in		Significant		Significant
			Active Markets		Observable		Unobservable
			for Identical		Inputs		Inputs
	Total		Assets (Level 1)		(Level 2)		(Level 3)
September 30, 2018:

									Fair Value Measurements
											Quoted Prices in		Significant		Significant
											Active Markets		Observable		Unobservable
											for Identical		Inputs		Inputs
									Total		Assets (Level 1)		(Level 2)		(Level 3)
June 30, 2019:
Short-term investments									$	15.0	$	15.0	$	—	$	—
Forward contracts										0.4		—		0.4		—
Contingent consideration										(75.0)		—		—		(75.0)
Total									$	(59.6)	$	15.0	$	0.4	$	(75.0)

December 31, 2018:
Short-term investments	$	21.5	$	21.5	$	—	$	—	$	12.4	$	12.4	$	—	$	—
Forward contracts		2.5		—		2.5		—		2.4		—		2.4		—
Total	$	24.0	$	21.5	$	2.5	$	—	$	14.8	$	12.4	$	2.4	$	—

December 31, 2017:
Short-term investments	$	34.6	$	34.6	$	—	$	—
Forward contracts		2.3		—		2.3		—
Total	$	36.9	$	34.6	$	2.3	$	—

~~The~~With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

The amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange rate forward contracts and the amount reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss) in the accompanying Condensed Consolidated Statements of Income during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 were not material. The fair values of the forward contracts are recorded within Other current assets, Intangibles, net and other long-term assets, Other accrued expenses or Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period.

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Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	(amounts in millions, except share and per share data, unless otherwise noted)

The following discussion and analysis of the results of operations and financial condition for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 has been derived from and should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included herein for Amphenol Corporation (“(“Amphenol”, the “Company”, “we”, “our”, or “us”), which are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The following discussion and analysis also includes references to certain non-GAAP financial measures, which are defined in the “Non-GAAP Financial Measures” section below, including “Constant Currency Net Sales Growth” and “Organic Net Sales Growth”. For purposes of the following discussion, the terms “constant currencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” within this Item 2 for more information, including our reasons for including the non-GAAP financial measures and material limitations with respect to the usefulness of the measures.

Safe Harbor Statement

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future ~~not past,~~ 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,”~~“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, ~~and the related impact of the U.S. Tax Cuts and Jobs Act (“Tax Act”),~~ are based upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. ~~Factors~~There are risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, which include, but are not limited to, the following: political, economic, military and other risks in countries outside of the United States, including political, economic, financial or other instability, intergovernmental conflicts or actions and trade wars, strikes or natural disasters; the impact of general economic conditions, geopolitical conditions and U.S. trade policies, legislation, trade disputes, treaties and tariffs, including those affecting China, on the Company’s business operations; risks associated with the improper conduct by any of our employees, customers, suppliers, distributors or any other business partners which could impair our business reputation and financial results and could result in our non-compliance with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions; changes in exchange rates of the various currencies in which the Company conducts business, including possible currency devaluations; the Company’s ability to obtain a consistent supply of materials, at stable pricing levels, used in the Company’s manufacturing processes, including aluminum, steel, copper, titanium, metal alloys, gold, silver, certain rare earth metals and plastic resins; the Company’s dependence on sales to the communications industry, which markets are dominated by large manufacturers and operators who regularly exert significant pressure on suppliers, ~~such as~~including the Company; ~~the Company’s dependence on sales to~~changes in defense expenditures in the military market, including the impact of reductions or changes in the defense budgets of U.S. and foreign governments; the Company’s ability to compete successfully on the basis of technology innovation, product quality and performance, price, customer service and delivery time; the Company’s ability to continue to conceive, design, source and market new products ~~as well as~~and upon continuing market acceptance of ~~the Company’s~~its existing and future product lines, for continued revenue growth; difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses as part of the Company’s growth strategy, including the potential for the impairment of goodwill in the future; events beyond the Company’s control that could lead to an inability to meet its financial covenants which could result in a default under

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the Company’s revolving credit facility; the Company’s ability to access the capital markets on favorable terms, including as a result of significant deterioration of general economic or capital market conditions, or as a result of a downgrade in the Company’s credit rating; changes in ~~exchange rates of the various currencies in which the Company conducts business, including possible currency devaluations; changes in~~ interest rates which could impact existing or future issuances of debt; government contracting risks that the Company may be subject to, including laws and regulations governing performance of U.S. government contracts and related risks associated with conducting business with the U.S. government; governmental export and import controls that certain of our products may be subject to, including export licensing, customs regulations, economic sanctions or other laws; cybersecurity threats or incidents that could arise on our information technology systems which could disrupt business operations and adversely impact our reputation and operating results and potentially lead to litigation and/or governmental investigations; changes in fiscal and tax policies, audits and examinations by taxing authorities, laws, regulations and guidance ~~including related interpretations,~~ in the United States and foreign jurisdictions, ~~such as the Tax Act; political, economic, military and other risks in countries outside~~including related interpretations of certain provisions of the United States, including political, economic, financial or other instability, intergovernmental conflicts or actions, strikes or natural disasters; the impact of general economic conditions, geopolitical conditionsU.S. Tax Cuts and ~~U.S. trade policies, legislation, treaties and tariffs, including those affecting China, on~~Jobs Act (“Tax Act”); any difficulties in protecting the Company’s ~~business operations; difficulties~~intellectual property rights, including but not limited to patents, trade secret laws, trademarks, confidentiality procedures and ~~unanticipated expenses in connection with purchasing~~contractual commitments; and integrating newly acquired businesses as part of the Company’s growth strategy, including the potential for the impairment of goodwill; the Company’s ability to obtain a consistent supply of materials, at stable pricing levels, used in the Company’s manufacturing processes, including aluminum, steel, copper, titanium, metal alloys, gold, silver, certain rare earth metals and plastic resins; litigation, customer claims, governmental investigations or environmental matters including changes to laws and regulations ~~that~~to which the

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Company may be ~~subject to; and cybersecurity threats or incidents that could arise.~~ subject.

Such forward-looking statements may also be impacted by, among other things, ~~clarifications to and~~ additional guidance under the 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 ~~includes~~included a one-time transition tax on deemed repatriated earnings of foreign ~~subsidiaries.~~subsidiaries (“Transition Tax”). The provisional income tax charge we recorded in the fourth quarter of 2017 incorporated assumptions made based on ~~the Company’s current interpretation of the Tax Act and~~ information then available. The Company ~~continues to obtain, prepare~~obtained, prepared and ~~fully analyze~~analyzed all of the information it believes necessary ~~information~~ in order to complete its accounting of the Tax Act ~~which may require adjustments~~ in the fourth quarter of 2018 ~~related to this charge.~~based on the regulatory guidance issued at that time. Any future guidance on the Tax Act could impact our forward-looking statements.

A further description of these uncertainties and other risks can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, Quarterly Reports on Form 10-Q and the Company’s other reports filed with the Securities and Exchange Commission. These or other uncertainties may cause the Company’s actual future results to be materially different ~~than~~from those expressed in any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking ~~statements.~~statements except as required by law.

~~Tax Cuts and Jobs Act of 2017~~

On December 22, 2017, the United States federal government enacted the Tax Act, marking a change from a worldwide tax system to a modified territorial tax system in the United States. As part of this change, the Tax Act, among other changes, provides for a transition tax on the accumulated unremitted foreign earnings and profits of the Company’s foreign subsidiaries (“Transition Tax”) and a reduction of the U.S. federal corporate income tax rate from 35% to 21%. In the fourth quarter of 2017, the Company recorded an income tax charge of $398.5 (“Tax Act Charge”) that was comprised of (i) the Transition Tax of $259.4, (ii) a charge of $176.6 related to changes in the Company’s permanent reinvestment assertion with regards to prior accumulated unremitted earnings from certain foreign subsidiaries, partially offset by (iii) a tax benefit of $37.5 associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction. The three components of the Tax Act Charge are provisional amounts recorded in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) (now codified in ASU 2018-05, ~~Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118~~). SAB 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 has not completed its accounting for the impact of the Tax Act. The Company continues to analyze guidance and technical interpretations of the provisions of the Tax Act, as well as refine, analyze and update the underlying data, computations and assumptions used to prepare the Tax Act Charge. In accordance with ASU 2018-05, the Company will complete its accounting for the income tax effects of the Tax Act within the one-year measurement period in 2018, once the Company has obtained, prepared and fully analyzed all the necessary information related to all three components of the Tax Act Charge recorded in the fourth quarter of 2017. The Company did not make any adjustments to the Tax Act Charge during the first nine months of 2018.

Results of Operations

Three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018

Net sales were ~~$2,129.0~~$2,015.3 in the ~~third~~second quarter of ~~2018~~2019 compared to ~~$1,840.8~~$1,981.4 in the ~~third~~second quarter of ~~2017,~~2018, which represented an increase of ~~16%~~2% in U.S. dollars ~~17%~~and 4% in constant currencies, and ~~15%~~a decrease of 1% organically over the same respective prior year period. Net sales were ~~$5,977.3~~$3,973.8 in the first ~~nine~~six months of ~~2018~~2019 compared to ~~$5,067.4~~$3,848.3 in the first ~~nine~~six months of ~~2017,~~2018, which represented an increase of ~~18%~~3% in U.S. dollars, ~~16%~~6% in constant currencies and ~~13%~~2% organically over the same respective prior year period. Net sales in the Interconnect Products and Assemblies segment (approximately 96% of net sales) in the second quarter of 2019 increased 3% in U.S. dollars and 5% in constant currencies, with flat organic growth, compared to the second quarter of 2018. The sales growth in the second quarter of 2019 relative to the same period of 2018 was driven by contributions from the Company’s acquisition program, with growth in the military, commercial aerospace, mobile networks and mobile devices markets, offset in part by moderations in the broadband, industrial, and information technology and data communications markets. Net sales in the Interconnect Products and Assemblies segment (approximately 95% of net sales) in the ~~third quarter~~first six months of ~~2018~~2019 increased ~~17%~~4% in U.S. dollars, ~~17%~~6% in constant currencies and ~~15%~~2% organically, compared to the ~~third~~first six months of 2018. The sales growth for the first six months of 2019 relative to the same period of 2018 was driven by growth in the military, commercial aerospace, mobile networks, information technology and data communications, and industrial markets including contributions from the Company’s acquisition program, offset in part by moderations in the broadband, mobile devices and automotive markets. Net sales in the Cable Products and Solutions segment (approximately 4% of net sales) in the second quarter of ~~2017 and in~~2019, which primarily serves the ~~first nine months~~broadband market, decreased

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Table of ~~2018 increased~~ Contents

19% in U.S. dollars, 17% in constant currencies and ~~14%~~18% organically, compared to the ~~first nine months~~second quarter of 2017. The sales growth in both periods was driven by increases in the mobile devices, military, information technology and data communications, industrial, mobile networks, automotive and commercial aerospace markets, arising primarily from organic growth along with

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~~contributions from the Company’s acquisitions~~.2018. Net sales in the Cable Products and Solutions segment (approximately 5% of net sales) in the ~~third quarter~~first six months of ~~2018, which primarily serves the broadband market, was flat~~2019 decreased 11% in U.S. dollars, ~~and increased 4%~~8% in constant currencies and 4%8% organically, compared to the ~~third quarter~~first six months of ~~2017 and~~2018. The decrease in net sales in the ~~first nine months of 2018 increased 2%~~Cable Products and Solutions segment was primarily due to a reduction in ~~U.S. dollars, 3% in constant currencies and 3% organically, compared to the same period in 2017.~~demand at broadband service providers.

The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S. GAAP financial measures for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2018:


					Percentage Growth (relative to same prior year period)


					Net sales		Foreign		Constant				Organic
					growth in		currency		Currency Net		Acquisition		Net Sales
					U.S. Dollars (1)		impact (2)		Sales Growth (3)		impact (4)		Growth (3)
Three Months Ended June 30:	2019		2018		(GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)
Net sales:
Interconnect Products and Assemblies	$	1,925.6	$	1,870.2	3	%	(2)	%	5	%	5	%	—	%
Cable Products and Solutions		89.7		111.2	(19)	%	(2)	%	(17)	%	1	%	(18)	%
Consolidated	$	2,015.3	$	1,981.4	2	%	(2)	%	4	%	5	%	(1)	%

Six Months Ended June 30:
Net sales:
Interconnect Products and Assemblies	$	3,788.3	$	3,640.2	4	%	(2)	%	6	%	4	%	2	%
Cable Products and Solutions		185.5		208.1	(11)	%	(3)	%	(8)	%	—	%	(8)	%
Consolidated	$	3,973.8	$	3,848.3	3	%	(3)	%	6	%	4	%	2	%

Percentage Growth (relative to same prior year period)

Net sales

Foreign

Constant

Organic

growth in

currency

Currency Net

Acquisition

Net Sales

U.S. Dollars (1)

impact (2)

Sales Growth (3)

impact (4)

Growth (3)
Three Months Ended September 30:

2018

2017

(GAAP)

(non-GAAP)

(non-GAAP)

(non-GAAP)

(non-GAAP)
Net sales:

Interconnect Products and Assemblies

$
2,019.3

$
1,731.5

17
%

—
%

17
%

2
%

15
%
Cable Products and Solutions

109.7

109.3

—
%

(4)
%

4
%

—
%

4
%
Consolidated

$
2,129.0

$
1,840.8

16
%

(1)
%

17
%

2
%

15
%

Nine Months Ended September 30:

Net sales:

Interconnect Products and Assemblies

$
5,659.5

$
4,754.3

19
%

2
%

17
%

3
%

14
%
Cable Products and Solutions

317.8

313.1

2
%

(1)
%

3
%

—
%

3
%
Consolidated

$
5,977.3

$
5,067.4

18
%

2
%

16
%

3
%

13
%

(1)

~~(1)~~

Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Condensed Consolidated Statements of Income and Note 5 of the accompanying financial statements.

While the term “net sales growth in U.S. dollars” is not considered a U.S. GAAP financial measure, for purposes of this table, we derive the reported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.

(2)

~~(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 period(s) compared to the same period(s) in the prior year. Such amount is calculated by subtracting current year net sales translated at average foreign currency exchange rates for the respective prior periods from current year reported net sales, taken as a percentage of the respective prior period net sales.

(3)

~~(3)~~

Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the "Non-GAAP Financial Measures" section.

(4)

~~(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 periods and which do not reflect the underlying growth of the Company on a comparative basis.

Geographically, sales in the United States in the ~~third~~second quarter of 2019 increased approximately 10% in U.S. dollars ($632.8 in 2019 versus $576.3 in 2018) with flat organic growth, compared to the second quarter of 2018, and increased approximately ~~14%~~10% in U.S. dollars ($~~572.0~~1,211.7 in ~~2018~~2019 versus ~~$502.7~~$1,103.3 in ~~2017)~~2018) and ~~12% organically, compared to the third quarter of 2017, and increased 17% in U.S. dollars ($1,675.3 in 2018 versus $1,437.1 in 2017) and 12%~~3% organically in the first ~~nine~~six months of ~~2018,~~2019, compared to the first ~~nine~~six months of ~~2017.~~2018. Foreign sales in the ~~third~~second quarter of 2019 decreased approximately 2% in U.S. dollars ($1,382.5 in 2019 versus $1,405.1 in 2018) and 2% organically, while increasing 1% in constant currencies, compared to the second quarter of 2018, and increased approximately ~~16%~~1% in U.S. dollars ($~~1,557.0~~2,762.1 in ~~2018~~2019 versus ~~$1,338.1~~ $2,745.0 in ~~2017)~~2018), ~~17%~~4% in constant currencies and ~~16% organically, compared to the third quarter of 2017, and increased 19% in U.S. dollars ($4,302.0 in 2018 versus $3,630.3 in 2017), 16% in constant currencies and 14%~~1% organically in the first ~~nine~~six months of ~~2018,~~2019, compared to the first ~~nine~~six months of ~~2017.~~2018. The comparatively stronger U.S. dollar for the ~~third~~second quarter and first six months of ~~2018~~2019 had the effect of decreasing sales by approximately ~~$15.6,~~$41.9 and $88.6, respectively, compared to the same ~~period~~respective periods in ~~2017.The comparatively weaker U.S. dollar for the first nine months of 2018 had the effect of increasing sales by approximately $87.2, compared to the same period in 2017.~~2018.

Selling, general and administrative expenses increased to ~~$244.0~~$239.2 or ~~11.5%~~11.9% of net sales and ~~$710.6~~$474.3 or 11.9% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2018,~~2019, respectively, compared to ~~$228.2~~$236.6 or ~~12.4%~~11.9% of net sales and ~~$642.4~~$466.6 or ~~12.7%~~12.1% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively. Administrative expenses represented approximately 4.6% ~~and 4.8%~~ of net sales for both the ~~third~~second quarter and first ~~nine~~six months of ~~2018, respectively,~~2019, and represented approximately 4.8% and 4.9% ofof net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~ 2018, respectively. Research and development expenses represented approximately ~~2.6% and 2.7%~~2.9% of net sales for both the ~~third~~second quarter and first ~~nine~~six months of ~~2018, respectively,~~2019, and represented approximately 2.8% of net sales for both the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~. 2018. Selling and marketing expenses represented approximately ~~4.2% and~~ 4.4% of net sales for both the ~~third~~second quarter and first ~~nine~~six months of ~~2018, respectively,~~2019, and represented approximately ~~4.8%~~4.4% and ~~5.0%~~4.5% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively.

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Operating income was ~~$444.2~~$399.5 or ~~20.9%~~19.8% of net sales and ~~$1,229.3~~$775.7 or 19.5% of net sales for the second quarter and first six months of 2019, respectively, compared to $408.2 or 20.6% of net sales ~~for the third quarter~~ and ~~first nine months of 2018, respectively, compared to $377.9~~$785.1 or ~~20.5% of net sales and $1,028.2 or 20.3%~~20.4% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively. Operating income for the ~~first nine months~~second quarter of ~~2017~~2019 included ~~$4.0~~$8.9 of acquisition-related expenses (separately presented in the Condensed Consolidated Statements of Income) ~~related to~~comprised primarily of external transaction costs ~~incurred~~of $5.7, as well as the amortization of $3.2 related to the value associated with acquired backlog from an acquisition which closed in the second quarter of ~~2017. These~~2019. Operating income for the first six months of 2019 included $25.4 of acquisition-related expenses (separately presented in the Condensed Consolidated Statements of Income) comprised of the amortization of $15.7 related to the value associated with acquired backlog from two acquisitions, as well as external transaction costs of $9.7. For the three and six months ended June 30, 2019, these acquisition-related expenses had ~~an impact on~~the effect of decreasing net income ~~of $3.7~~by $7.8 or ~~$0.01~~$0.03 per share ~~for the nine months ended September 30, 2017.~~and $21.0 or $0.07 per share, respectively. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, as defined in the “Non-GAAP Financial Measures” section below, was ~~$1,032.2~~$408.4 or ~~20.4%~~20.3% of net sales and $801.1 or 20.2% of net sales for the ~~nine~~three and six months ended ~~September~~June 30, 2017. The increase in the Adjusted Operating Margin for the three and nine months ended September 30, 2018, compared to the same respective periods in 2017, was driven primarily by an increase in operating margin for the Interconnect Products and Assemblies segment.2019, respectively. Operating income for the Interconnect Products and Assemblies segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2018~~2019 was ~~$458.1~~$428.4 or ~~22.7%~~22.2% of net sales and ~~$1,268.9~~$838.5 or ~~22.4%~~22.1% of net sales, respectively, compared to ~~$388.3~~$419.7 or 22.4% ~~of net sales~~ and ~~$1,060.8~~$810.9 or 22.3% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively. The ~~increase~~slight decrease in operating margin for the Interconnect Products and Assemblies segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2018,~~2019, compared to the same respective periods in 2018, was primarily driven by the impact of ~~2017, resulted primarily from higher sales volumes combined with strong~~recent acquisitions which currently have, on average, a lower operating ~~execution.~~margin than the average of the Interconnect Products and Assemblies segment for such periods. Operating income for the Cable Products and Solutions segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2018~~2019 was ~~$14.4~~$8.7 or ~~13.1%~~9.7% of net sales and ~~$40.4~~$19.1 or ~~12.7%~~10.3% of net sales, respectively, compared to ~~$14.3~~$14.7 or ~~13.1%~~13.2% of net sales and ~~$44.0~~$26.0 or ~~14.0%~~12.5% of net sales for the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively. The decrease in operating margin for the Cable Products and Solutions segment for the second quarter and first ~~nine~~six months of ~~2018,~~2019, compared to the same respective ~~period of 2017,~~periods in 2018, was primarily driven by ~~increases in certain commodity costs.~~lower volumes and product mix.

Interest expense for the ~~third~~second quarter and first ~~nine~~six months of 2019 was $30.0 and $59.7, respectively, compared to $26.0 and $50.5 for the second quarter and first six months of 2018, ~~was $24.8 and $75.3, respectively, compared to $24.6 and $67.3 for the third quarter and first nine months of 2017,~~ respectively. The increase in interest expense ~~for the first nine months of 2018~~ is primarily due to higher average debt levels, along with higher average interest rates ~~associated with~~on the Company’s U.S. commercial paper borrowings as well as the ~~senior note issuances~~new 4.350% U.S. Senior Notes issuance in ~~April 2017, along with higher average debt levels~~January 2019. The borrowings under the U.S. Commercial Paper Program and net proceeds from the 4.350% U.S. Senior Notes were used to ~~fund~~repay the Company’s ~~dividend and stock buyback programs.~~2.55% U.S. Senior Notes in January 2019.

Provision for income taxes for the ~~third~~second quarter and first ~~nine~~six months of 2019 was at an effective tax rate of 21.3% and 22.0%, respectively. Provision for income taxes for the second quarter and first six months of 2018 was at an effective tax rate of ~~23.8%~~24.7% and ~~24.3%~~24.5%, ~~respectively, compared to 21.8% for both~~respectively. For the ~~third~~second quarter and first ~~nine~~six months of ~~2017. For the third quarter~~2019 and ~~first nine months of~~ 2018, ~~and 2017,~~ the excess tax benefits resulting from stock option exercise activity had the impact of lowering the effective tax rate and increasing earnings per share by the amounts noted in the ~~table~~tables below. The effective tax rate for the second quarter and first six months of 2019 was further impacted by the tax effect of acquisition-related expenses during such periods of 2019, as noted in the tables below. Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 2, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 was ~~25.5%~~24.5%, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was ~~26.5%~~25.5%, as reconciled in the tables below to the comparable effective tax rate based on GAAP results. Refer to Note 14 of the Condensed Consolidated Financial Statements for further information related to income taxes.

Net income attributable to Amphenol Corporation and Net income per common share-Diluted (“Diluted EPS”) were ~~$316.6~~$288.4 and ~~$1.01,~~$0.93, respectively, for the ~~third~~second quarter of ~~2018,~~2019, compared to ~~$277.5~~$284.8 and ~~$0.88,~~$0.91, respectively, for the ~~third~~second quarter of ~~2017.~~2018. Excluding the effect of the excess tax benefits related to stock-based compensation and acquisition-related expenses discussed above, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section below within this Item 2, were ~~$309.6~~$283.3 and ~~$0.99,~~$0.92, respectively, for the ~~third~~second quarter of ~~2018,~~2019, compared to ~~$260.9~~$281.8 and ~~$0.83,~~$0.90, respectively, for the ~~third~~second quarter of ~~2017.~~2018. Net income attributable to Amphenol Corporation and Diluted EPS were ~~$866.9~~$556.0 and ~~$2.76,~~$1.80, respectively, for the first ~~nine~~six months of ~~2018,~~2019, compared to ~~$753.9~~$550.4 and ~~$2.39,~~$1.75, respectively, for the first ~~nine~~

27

Table of Contents

six months of ~~2017.~~2018. Excluding the effect of the excess tax benefits related to stock-based compensation and acquisition-related expenses discussed above, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were ~~$852.8~~$557.3 and ~~$2.72,~~$1.81, respectively, for the first ~~nine~~six months of ~~2018,~~2019, compared to ~~$711.8~~$543.3 and ~~$2.26,~~$1.73, respectively, for the first ~~nine~~six months of ~~2017.~~ 2018.

27

~~Table of Contents~~

The following tables reconcile Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (all defined in the “Non-GAAP Financial Measures” section below) to the most directly comparable U.S. GAAP financial measures for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months Ended June 30,
	2019										2018
					Net Income										Net Income
					attributable		Effective								attributable		Effective
	Operating		Operating		to Amphenol		Tax		Diluted		Operating		Operating		to Amphenol		Tax		Diluted
	Income		Margin (1)		Corporation		Rate (1)		EPS		Income		Margin (1)		Corporation		Rate (1)		EPS
Reported (GAAP)	$	399.5	19.8	%	$	288.4	21.3	%	$	0.93	$	408.2	20.6	%	$	284.8	24.7	%	$	0.91
Acquisition-related expenses		8.9	0.5			7.8	(0.3)			0.03		-	-			-	-			-
Excess tax benefits related to stock-based compensation		-	-			(12.9)	3.5			(0.04)		-	-			(3.0)	0.8			(0.01)
Adjusted (non-GAAP)	$	408.4	20.3	%	$	283.3	24.5	%	$	0.92	$	408.2	20.6	%	$	281.8	25.5	%	$	0.90


	Six Months Ended June 30,
	2019										2018
					Net Income										Net Income
					attributable		Effective								attributable		Effective
	Operating		Operating		to Amphenol		Tax		Diluted		Operating		Operating		to Amphenol		Tax		Diluted
	Income		Margin (1)		Corporation		Rate (1)		EPS		Income		Margin (1)		Corporation		Rate (1)		EPS
Reported (GAAP)	$	775.7	19.5	%	$	556.0	22.0	%	$	1.80	$	785.1	20.4	%	$	550.4	24.5	%	$	1.75
Acquisition-related expenses		25.4	0.7			21.0	(0.2)			0.07		-	-			-	-			-
Excess tax benefits related to stock-based compensation		-	-			(19.7)	2.7			(0.06)		-	-			(7.1)	1.0			(0.02)
Adjusted (non-GAAP)	$	801.1	20.2	%	$	557.3	24.5	%	$	1.81	$	785.1	20.4	%	$	543.3	25.5	%	$	1.73

Three Months Ended September 30,

2018

2017

Net Income

Net Income

attributable

Effective

attributable

Effective

Operating

Operating

to Amphenol

Tax

Diluted

Operating

Operating

to Amphenol

Tax

Diluted

Income

Margin (1)

Corporation

Rate (1)

EPS

Income

Margin (1)

Corporation

Rate (1)

EPS
Reported (GAAP)

$
444.2

20.9
%
$
316.6

23.8
%
$
1.01

$
377.9

20.5
%
$
277.5

21.8
%
$
0.88
Excess tax benefits related to stock-based compensation

-

-

(7.0)

1.7

(0.02)

-

-

(16.6)

4.7

(0.05)
Adjusted (non-GAAP)

$
444.2

20.9
%
$
309.6

25.5
%
$
0.99

$
377.9

20.5
%
$
260.9

26.5
%
$
0.83

Nine Months Ended September 30,

2018

2017

Net Income

Net Income

attributable

Effective

attributable

Effective

Operating

Operating

to Amphenol

Tax

Diluted

Operating

Operating

to Amphenol

Tax

Diluted

Income

Margin (1)

Corporation

Rate (1)

EPS

Income

Margin (1)

Corporation

Rate (1)

EPS
Reported (GAAP)

$
1,229.3

20.6
%
$
866.9

24.3
%
$
2.76

$
1,028.2

20.3
%
$
753.9

21.8
%
$
2.39
Acquisition-related expenses

-

-

-

-

-

4.0

0.1

3.7

-

0.01
Excess tax benefits related to stock-based compensation

-

-

(14.1)

1.2

(0.04)

-

-

(45.8)

4.7

(0.14)
Adjusted (non-GAAP)

$
1,229.3

20.6
%
$
852.8

25.5
%
$
2.72

$
1,032.2

20.4
%
$
711.8

26.5
%
$
2.26

(1)

~~(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.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had cash, cash equivalents and short-term investments of ~~$1,019.8~~$997.3 and ~~$1,753.7,~~$1,291.7, respectively. The ~~vast~~ majority of the Company’s cash, cash equivalents and short-term investments on hand as of June 30, 2019 and December 31, ~~2017 and September 30,~~ 2018 is located outside of the United States. ~~Prior to~~

As a result of 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. For earnings occurring on or after January 1, 2018, the Tax Act’s change to a modified territorial tax system in the United States has significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. 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 indicated an intention to repatriate most of its pre-2018 accumulated earnings and recorded ~~a provisional~~the foreign and U.S. state and local tax ~~expense~~costs related to the repatriation. The associated tax payments are due as the repatriations are made. The Company intends to distribute certain post-2017 foreign earnings and has accrued foreign and U.S. state and local taxes, if applicable, on those earnings as appropriate as of June 30, 2019, and intends to indefinitely reinvest all remaining post-2017 foreign earnings. The Company intends to evaluate future earnings for distribution, and accrue for those distributions where appropriate, and to indefinitely reinvest all other foreign earnings. In addition, the ~~Transition Tax. This~~ Transition Tax on the deemed repatriation of the accumulated unremitted earnings and profits of foreign subsidiaries will be paid, net of applicable tax credits and deductions, in annual installments until 2025, as permitted under the Tax Act. ~~In the second quarter~~

28

Table of ~~2018, the Company paid the first annual installment~~Contents

The Company’s primary sources of ~~the Transition Tax of approximately $18.0. The Company does not believe that these future tax payments will have a significant impact on its~~ liquidity ~~or capital resources.~~

Since the Company’s intention on December 31, 2017 due to the Tax Act changes was to repatriate most of its pre-2018 accumulated earnings over time, it also recorded a provisional foreign and U.S. state and local tax cost related to such repatriation. Such taxes will be paid when those respective accumulated earnings are ~~repatriated. In the first nine months of 2018, the Company repatriated a significant amount of its foreign accumulated~~internally generated cash flow, our cash, cash equivalents and short-term investments on hand, the Commercial Paper Programs, and ~~as a result, paid approximately $43.0~~the 2019 Revolving Credit Facility. The Company believes that its cash, cash equivalents and short-term investment position on hand, ability to generate future cash flow from operations, availability under its credit facilities, and access to capital markets (including the issuance of the 2029 Senior Notes in January 2019, discussed further within this Item 2) provide adequate liquidity to meet its obligations for at least the next twelve months.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchases of its Common Stock, dividends, debt service, payments associated with the Transition Tax (which is payable in annual installments until 2025), taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings), and ~~U.S. state~~funding of pension obligations. The Company’s debt service requirements consist primarily of principal and ~~local taxes,~~interest on the ~~majority of which was paid in~~Company’s Senior Notes, the ~~second quarter of 2018.~~2019 Revolving Credit Facility and the Commercial Paper Programs (all as defined below). The Company ~~intends~~may also use cash to ~~continue to repatriate certain foreign earnings generated prior to 2018. The Company also intends to indefinitely reinvest outside~~fund all or part of the ~~United States all~~cost of ~~its post-2017 foreign earnings not otherwise distributed currently. For post-2017 earnings that the Company will selectively~~acquisitions.

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~~Table of Contents~~

~~distribute currently, the Company will accrue foreign and U.S. state and local taxes, if any, on those earnings as appropriate.~~

Cash Flow Summary

The following table summarizes the Company’s cash flows from operating, investing and financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, as reflected in the Condensed Consolidated Statements of Cash Flow:


	Nine Months Ended September 30,
	2018		2017

					Six Months Ended June 30,
					2019		2018
Net cash provided by operating activities	$	734.5	$	716.4	$	666.0	$	395.3
Net cash used in investing activities		(350.3)		(293.0)		(903.1)		(283.1)
Net cash used in financing activities		(1,068.6)		(47.7)		(55.0)		(845.9)
Effect of exchange rate changes on cash and cash equivalents		(36.4)		41.9		(4.9)		(21.0)
Net change in cash and cash equivalents	$	(720.8)	$	417.6	$	(297.0)	$	(754.7)

Operating Activities

The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths. Cash flow provided by operating activities was ~~$734.5~~$666.0 in the first ~~nine~~six months of ~~2018~~2019 compared to ~~$716.4~~$395.3 in the first ~~nine~~six months of ~~2017.~~ 2018. The increase in cash flow provided by operating activities (“Operating Cash Flow”) for the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017~~2018 is primarily related to ~~an increase~~a lower usage of cash related to the change in ~~net income in~~working capital. In addition, Operating Cash Flow for the first ~~nine~~six months of 2018 ~~which was partially offset by (i)~~included the Company’s voluntary cash contribution of approximately $81.0 ~~in the first quarter of 2018~~during that period to ~~fully~~ fund its U.S. defined benefit pension plans (“U.S. Plans”, and together with its foreign plans, the “Plans”) ~~and (ii) certain tax payments~~, while no such voluntary cash contributions to the U.S. Plans were made ~~during~~in the first ~~nine~~six months of 2018 related to the Tax Act of approximately $61.0, including the first annual installment of the Transition Tax of approximately $18.0 in the second quarter of 2018 and payments for foreign and state withholding and income taxes of approximately $43.0 related to foreign cash repatriated during the first nine months of 2018.2019.

In the first ~~nine~~six months of 2019, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $66.6, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accrued liabilities, including income taxes, of $124.6 and accounts payable of $107.0, partially offset by decreases in accounts receivable of $157.9 and inventories of $13.1. In the first six months of 2018, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased ~~$246.4,~~$185.5, excluding the impact of acquisitions and foreign currency translation, primarily due to an increase in inventories of ~~$184.2,~~$80.0, accounts receivable of ~~$182.5~~$44.5 and other current assets of ~~$61.3, partially offset by increases~~$29.8, as well as a decrease in ~~accounts payable of $150.8 and~~ accrued liabilities, including income taxes, of $30.8. In the first nine months of 2017, the components of working capital as presented on the accompanying Condensed Consolidated Statements of Cash Flow increased $252.8, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable, inventories and other current assets of $141.2, $107.4 and $61.9, respectively,$44.8, partially offset by an increase in accounts payable of ~~$103.4.~~$13.6.

The following describes the significant changes in the amounts as presented on the accompanying Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2018~~2019 as compared to December 31, ~~2017.~~2018. Accounts receivable ~~increased $139.0~~decreased $106.8 to ~~$1,737.6,~~$1,685.0, primarily due to ~~higher~~lower sales, ~~in the third quarter of 2018 relative to the fourth quarter of 2017, which were~~ partially offset by the the impact of acquisitions, as well as the effect of translation from exchange rate changes at ~~September~~June 30, ~~2018~~2019 compared to December 31, ~~2017~~2018 (“Translation”). Days sales outstanding at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were approximately 75 and 73 ~~days.~~ days, respectively. Inventories increased ~~$138.6~~$41.5 to ~~$1,245.5,~~$1,275.3, primarily due to ~~support higher sales levels,~~the impact of acquisitions, partially offset by ~~Translation.~~lower inventory levels

29

Table of Contents

resulting from lower sales activity. Inventory days at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were 7883 and 7674 days, respectively. ~~Other current assets increased $81.8 to $278.6, primarily due to the increase in other receivables as well as the recording of contract assets of $27.9 as of September 30, 2018 as a result of the adoption of Topic 606.~~ Property, plant and equipment, net, increased ~~$69.6~~$94.2 to ~~$886.4,~~$970.0, primarily due to capital ~~additions~~expenditures of ~~$253.6,~~$149.9 and the impact of acquisitions, partially offset by depreciation of ~~$155.3 and Translation.~~$120.5. Goodwill increased ~~$71.1~~$602.9 to ~~$4,113.7,~~$4,706.1, primarily as a result of goodwill recognized related to ~~three~~ acquisitions ~~in the Interconnect Products and Assemblies segment~~ that closed during the first ~~nine~~six months of ~~2018~~,2019, which was partially offset by Translation. Intangibles, net and other long-term assets ~~decreased $27.5~~increased $241.5 to ~~$461.0,~~$735.8, primarily due to (i) the adoption of the new lease standard (“Topic 842”) described in Note 15 of the accompanying Condensed Consolidated Financial Statements, which resulted in the recognition of $178.9 of operating lease right-of-use assets as ~~a result~~ of June 30, 2019 and (ii) the recognition of certain intangible assets related to the SSI acquisition and other 2019 acquisitions, partially offset by (iii) the amortization of $40.4 related to the Company’s intangible ~~assets.~~assets during the six months ended June 30, 2019. Accounts payable ~~increased $138.4~~decreased $75.9 to ~~$1,014.0,~~ $814.6, primarily ~~as a result of increased~~due to less purchasing activity ~~due to higher~~resulting from lower sales ~~levels, which was~~activity, partially offset by ~~payments on outstanding payables and~~the impact of acquisitions as well as Translation. Payable days at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were

29

~~Table of Contents~~

approximately ~~63 and 60 days, respectively.~~53 days. Total accrued expenses, including accrued income taxes, increased ~~$36.3~~$38.7 to ~~$739.0,~~$835.2, primarily as a result of ~~an increase~~the adoption of Topic 842, which resulted in ~~accrued income taxes~~the recognition of $58.6 of current operating lease liabilities as of June 30, 2019, and ~~certain employee-related compensation and benefit costs, which were~~the impact of acquisitions, partially offset by the first annual installment payment of the Transition Tax as well as foreign and state withholding and income taxes paid related to foreign cash repatriated. Accrued pension and postretirement benefit obligations decreased $101.0 to $171.0, primarily due to the Company’s voluntary cash contribution of approximately $81.0 in January 2018 to fully fund the Company’s U.S. Plans.certain tax payments. Other long-term liabilities ~~including deferred taxes, decreased $60.8~~increased $90.9 to ~~$506.8,~~ $623.7, primarily as a result of the adoption of Topic 842, which resulted in the recognition of approximately $121.7 of long-term operating lease liabilities as of June 30, 2019, partially offset by a ~~reduction~~decrease in deferred ~~foreign~~income tax liabilities.

There is no current requirement for cash contributions to any of the U.S. Plans, and ~~state withholding and income taxes.~~

~~The~~the Company ~~estimates that,~~plans to evaluate annually, based on ~~current~~ actuarial calculations and ~~including~~ the ~~first quarter contribution to its U.S. Plans, cash contributions to~~investment performance of the ~~Plans will aggregate approximately $90.0 in 2018. The~~Plans’ assets, the timing and amount of cash contributions in ~~subsequent years will depend on~~the future. In the first quarter of 2018, the Company made a ~~number~~voluntary cash contribution to fund the Company’s U.S. Plans of ~~factors, including the investment performance of the Plans’ assets.~~approximately $81.0.

In addition to cash flow from operating activities, the Company also considers Free Cash Flow, a non-GAAP financial measure defined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability to generate cash. The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial measure for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017.~~2018. The ~~decrease~~increase in Free Cash Flow is ~~primarily~~ driven by an increase in ~~capital expenditures to support certain new customer programs, which was partially offset by an increase in operating cash flow,~~Operating Cash Flow, as described above.


	Nine Months Ended September 30,
	2018		2017

					Six Months Ended June 30,
					2019		2018
Operating Cash Flow (GAAP)	$	734.5	$	716.4	$	666.0	$	395.3
Capital expenditures (GAAP)		(208.2)		(155.8)		(149.9)		(134.1)
Free Cash Flow (non-GAAP)	$	526.3	$	560.6	$	516.1	$	261.2

Investing Activities

Cash flows from investing activities consist primarily of cash flows associated with capital expenditures, proceeds from disposals of property, plant and equipment, net sales and maturities (purchases) of short-term investments, and acquisitions.

Net cash used in investing activities was ~~$350.3~~$903.1 in the first ~~nine~~six months of ~~2018,~~2019, compared to ~~$293.0~~$283.1 in the first ~~nine~~six months of ~~2017.~~2018. In the first ~~nine~~six months of 2019, net cash used in investing activities was driven primarily by the use of $756.2 in cash to fund acquisitions, capital expenditures (net of disposals) of $144.4, and net purchases of short-term investments of $2.5. In the first six months of 2018, net cash used in investing activities was driven primarily by the use of ~~$158.9~~$158.8 in cash to fund acquisitions, along with capital expenditures (net of disposals) of ~~$204.4,~~$132.6, partially offset by net sales and maturities of short-term investments of $13.0. In the first nine months of 2017, net cash used in investing activities was driven primarily by the use of $243.5 in cash to fund acquisitions, along with capital expenditures (net of disposals) of $153.8, partially offset by net sales and maturities of short-term investments of $104.3. $8.3.

Financing Activities

Cash flows from financing activities consist primarily of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of common stock, proceeds from stock option exercises, dividend payments, and ~~purchases of and~~ distributions to ~~shareholders~~and purchases of noncontrolling interests.

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Net cash used in financing activities was ~~$1,068.6~~$55.0 in the first ~~nine~~six months of 2019, compared to $845.9 in the first six months of 2018. For the first six months of 2019, net cash used in financing activities was driven primarily by the repayment of the Company’s 2.55% U.S. Senior Notes due January 2019 and other debt of $757.8, repurchases of the Company’s common stock of $408.7, dividend payments of $137.2, distributions to and purchases of noncontrolling interests of $24.6, and payments of costs of $7.2 related to debt financing primarily associated with the January 2019 issuance of the 4.350% U.S. Senior Notes (“2029 Senior Notes”) and the 2019 Revolving Credit Facility (defined below), partially offset by net borrowings related to the Company’s commercial paper programs of $667.5, net cash proceeds from the January 2019 issuance of the 2029 Senior Notes of $499.5, and cash proceeds from the exercise of stock options of $113.5. For the first six months of 2018, ~~compared to $47.7 in the first nine months of 2017. For the first nine months of 2018,~~net cash used in financing activities was driven primarily by repurchases of the Company’s common stock of ~~$680.2,~~$645.4, net repayments of commercial paper ~~and other debt~~ of ~~$308.8,~~$125.6, dividend payments of ~~$184.4, and purchases of and~~$115.5, distributions to shareholders of noncontrolling interests of ~~$17.9,~~$7.1 and repayments of other long-term debt of $3.0, partially offset by cash proceeds from the exercise of stock options of $123.0. For the first nine months of 2017, cash used in financing activities was driven primarily by repurchases of the Company’s common stock of $555.6, the repayment of the 1.55% Senior Notes in September 2017 of $375.0, dividend payments of $147.1, purchases of and distributions to noncontrolling interests of $22.1, and payments of costs related to the issuances of two senior notes of $5.2, partially

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~~offset by borrowings related to the issuances of two senior notes in April 2017 of $749.3, net borrowings of commercial paper of $173.6, and cash proceeds from the exercise of stock options of $134.4.~~$50.7.

The Company has significant flexibility to meet its financial commitments. The Company uses debt financing to lower the overall cost of capital and increase return on stockholders’ equity. The Company’s debt financing includes the use of commercial paper programs, revolving credit facility and senior notes as part of its overall cash management strategy.

~~The~~On January 15, 2019, the Company ~~has a~~amended its $2,000.0 unsecured credit facility (the ~~“Revolving~~“2016 Revolving Credit Facility”), with a $2,500.0 unsecured credit facility (“2019 Revolving Credit Facility”). The 2019 Revolving Credit Facility, which matures ~~March 2021~~January 2024, increases the lenders’ aggregate commitments by $500.0 and, consistent with the previous 2016 Revolving Credit Facility, gives the Company the ability to borrow at a spread over LIBOR. The Company ~~intends to~~may utilize the 2019 Revolving Credit Facility for general corporate purposes. At ~~September~~June 30, ~~2018,~~2019, there were no borrowings under the 2019 Revolving Credit Facility. The 2019 Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. At ~~September~~June 30, ~~2018,~~2019, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

Pursuant to the terms of the U.S. commercial paper program, the Company issues short-term unsecured commercial paper notes in one or more private placements in the United States (the “U.S. Commercial Paper Program”). The amount of U.S. commercial paper notes outstanding (“USCP Notes”) as of ~~September~~June 30, ~~2018~~2019 was ~~$337.9.~~ $1,048.4.

~~On July 10, 2018,~~Pursuant to the ~~Company and one~~terms of ~~its wholly owned European subsidiaries (the “Euro Issuer”) entered into a~~the euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) ~~pursuant to which~~, the ~~Euro Issuer may issue~~Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) issues short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The ECP Notes may be issued in Euros, Sterling, U.S. Dollars or other currencies. The amount of ECP Notes outstanding as of ~~September~~June 30, ~~2018~~2019 was ~~€442.0~~€215.0 (approximately ~~$512.9)~~$244.5).

Amounts available under the Commercial Paper Programs ~~are~~may be borrowed, repaid and re-borrowed from time to time. ~~The~~In conjunction with the 2019 Revolving Credit Facility, the authorization from the Company’s Board of ~~Directors’ authorization for the ECP Notes currently~~Directors limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper, euro-commercial paper or similar programs at any time to $2,500.0. In addition, the maximum aggregate principal amount outstanding of USCP Notes at any time was also increased to $2,500.0. The maximum aggregate principal amount outstanding of ECP Notes at any time remains at $2,000.0. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the 2019 Revolving Credit Facility, as amounts undrawn under the Company’s ~~existing~~2019 Revolving Credit Facility are available to repay ~~the~~ Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. The Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of ~~commercial paper,~~Commercial Paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future.

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As of ~~September~~June 30, ~~2018,~~2019, the Company has outstanding senior notes (the “Senior Notes”) as follows:



Principal	Principal	Interest			Principal	Interest
Amount	Amount	Rate		Maturity	Amount	Rate		Maturity
$	750.0	2.55	%	January 2019	400.0	2.20	%	April 2020
	400.0	2.20	%	April 2020
	375.0	3.125	%	September 2021
	500.0	4.00	%	February 2022
	350.0	3.20	%	April 2024
					375.0	3.125	%	September 2021
					500.0	4.00	%	February 2022
					350.0	3.20	%	April 2024
					500.0	4.35	%	June 2029
€					500.0	2.00	%	October 2028 (Euro Notes)

The U.S. Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of the U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes, subject to certain terms and conditions. In ~~September 2017,~~January 2019, the Company ~~repaid all~~issued $500.0 principal amount of ~~its outstanding $375.0 1.55%~~4.350% Senior Notes ~~that~~due June 1, 2029 at 99.904% of face value, the net proceeds of which were ~~due September 15, 2017. The~~used, along with proceeds from borrowings under the U.S. Commercial Paper Program, to repay the $750.0 of the Company’s 2.55% Senior Notes ~~are~~ due in January 2019 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2018.2019.

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On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. The Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase, and if redeemed prior to July 8, 2028, a make-whole premium. The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes. I~~n October 2018, the Company incurred approximately $5.0 of costs related to the issuance of the 2028 Euro Notes, which are amortized to interest expense over the respective term of the debt.~~

The Company’s Senior ~~Notes and 2028 Euro~~ Notes contain certain financial and non-financial covenants. Refer to Note 13 of the Condensed Consolidated Financial Statements for further information related to the Company’s debt.

On January 24, 2017, the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 in accordance with the requirements of Rule 10b-18 of the Exchange Act (the “2017 Stock Repurchase Program”). During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its common stock for $382.0 under the 2017 Stock Repurchase Program, bringing total repurchases under this program to approximately 12.6 million shares or $1,000.0, thus completing the 2017 Stock Repurchase Program.

On April 24, 2018, the Company’s Board of Directors authorized a ~~new~~ stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the ~~“2018 Stock Repurchase Program”~~“Exchange Act”). During the three ~~and nine~~ months ended ~~September~~June 30, ~~2018,~~2019, the Company repurchased ~~0.4 million and 3.5~~2.6 million shares of its ~~common stock~~Common Stock for ~~$34.8 and $298.2, respectively,~~$248.7, while during the six months ended June 30, 2019, the Company repurchased 4.4 million shares of its Common Stock for $408.7, all under the 2018 Stock Repurchase Program. ~~These treasury~~Of the total repurchases during the first six months of 2019, 1.0 million shares, or $87.6, have been retained in Treasury stock; the remaining 3.4 million shares, or $321.1, have been retired by the ~~Company, accordingly common stock and retained earnings were reduced.~~Company. The Company has not repurchased any additional shares of its ~~common stock~~Common Stock through ~~October 24, 2018,~~July 23, 2019, and has remaining authorization to purchase up to ~~approximately $1,701.8~~$1,038.1 of its ~~common stock~~Common Stock under the 2018 Stock Repurchase Program. The price and timing of any future purchases under the 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 conditions and stock price.

On January 24, 2017, the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 (the “2017 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its Common Stock for $382.0 under the 2017 Stock Repurchase Program, bringing total repurchases under this program to 12.6 million shares or $1,000.0, thus completing the 2017 Stock Repurchase Program. These repurchases in the first quarter of 2018, coupled with the Company’s repurchase of 3.1 million shares of its Common Stock for $263.4 under the 2018 Stock Repurchase Program during the three months ended June 30, 2018, resulted in total repurchases of 7.3 million shares for $645.4 during the six months ended June 30, 2018.

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Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. The following table summarizes the declared quarterly dividends per share as well as the dividends declared and paid for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017:~~2018:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017

									Three Months Ended June 30,				Six Months Ended June 30,
									2019		2018		2019		2018
Dividends declared per share	$	0.23	$	0.19	$	0.65	$	0.51	$	0.23	$	0.23	$	0.46	$	0.42


Dividends declared	$	69.3	$	57.9	$	195.6	$	155.7	$	68.3	$	69.0	$	136.8	$	126.4
Dividends paid (including those declared in the prior year)		69.0		48.8		184.4		147.1		68.5		57.4		137.2		115.5

On ~~April 24, 2018,~~July 23, 2019, the Company’s Board of Directors approved an increase to its quarterly dividend rate from ~~$0.19~~$0.23 to ~~$0.23~~$0.25 per share effective with dividends declared in the ~~second~~third quarter of ~~2018.~~2019.

~~Liquidity and Cash Requirements~~

The Company’s primary sources of liquidity are internally generated cash flow, the Commercial Paper Programs, the Revolving Credit Facility, and its cash, cash equivalents and short-term investments on hand. The Company believes that its cash, cash equivalents and short-term investment position on hand, ability to generate future cash flow from operations, availability under its credit facilities, and access to capital markets (including the issuance of the new 2028

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Euro Notes in October 2018) provide adequate liquidity to meet its obligations for the next twelve months, including the repayment of the $750.0 outstanding principal amount of 2.55% Senior Notes due January 2019.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchases of its Common Stock, funding of pension obligations, dividends, debt service (including the repayment of the 2.55% Senior Notes), payments associated with the Transition Tax (which is payable in annual installments until 2025) and taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings). The Company’s debt service requirements consist primarily of principal and interest on the Senior Notes and the 2028 Euro Notes, the Revolving Credit Facility and the Commercial Paper Programs. The Company may also use cash to fund all or part of the cost of acquisitions.

Environmental Matters

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

Non-GAAP Financial Measures

In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with U.S. GAAP, management utilizes certain non-GAAP financial measures defined below as part of its internal reviews for purposes of monitoring, evaluating and forecasting the Company’s financial performance, communicating operating results to the Company’s Board of Directors and assessing related employee compensation measures. Management believes that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and period-over-period comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company's operating performance during the periods presented. Items excluded in such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, and certain discrete tax items including but not limited to (i) the excess tax benefits related to stock-based compensation and (ii) the ~~Tax Act Charge recorded~~impact of significant changes in ~~2017 and any subsequent adjustments recorded in 2018 related to this charge.~~tax law. Non-GAAP financial measures related to net sales exclude the impact related to foreign currency exchange and acquisitions. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation, as a substitute for or superior to the related U.S. GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies, as such measures may be calculated differently or may exclude different items.

The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP. The reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 are included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 2:

·

●

Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with U.S. GAAP), excluding income and expenses and their specific tax effects, that are not directly related to the Company's operating performance during the periods presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Company’s Condensed Consolidated Statements of Income.

·

●

Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Condensed Consolidated Statements of Income, expressed as a percentage of Income before income taxes, as reported in

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the Condensed Consolidated Statements of Income, each excluding the income and expenses and their specific tax effects that are not directly related to the Company's operating performance during the periods presented.

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·

●

Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Condensed Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company's operating performance during the periods presented.

·

●

Adjusted Operating Income is defined as Operating income, as reported in the Condensed Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company's operating performance during the periods presented.

·

●

Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Condensed Consolidated Statements of Income).

·

●

Constant Currency Net Sales Growth is defined as the period-over-period percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. Amphenol’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Organic Net Sales Growth (defined below) and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.

·

●

Free Cash Flow is defined as Net cash provided by operating activities (“~~operating cash flow”~~Operating Cash Flow” - as reported in accordance with U.S. GAAP) less capital expenditures (as reported in accordance with U.S. GAAP), both of which are derived from the Company’s Condensed Consolidated Statements of Cash Flow. Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to shareholders through either stock repurchases or dividends.

·

●

Organic Net Sales Growth is defined as the period-over-period percentage change in net sales growth resulting from operating volume and pricing changes, and excludes the impact of 1) changes in foreign currency exchange rates, which directly impact the Company’s operating results and are outside the control of the Company and 2) 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 periods and which do not reflect the underlying growth of the Company on a comparative basis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as Constant Currency Net Sales Growth (defined above) and Organic Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.

Critical Accounting Policies and Estimates

The Company’s disclosures of its critical accounting policies, which are contained in its ~~2017~~2018 Annual Report, have not materially changed since that report was filed. Effective January 1, ~~2018,~~2019, the Company’s policies related to ~~revenue recognition~~leases have been updated in accordance with Note 315 of the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 within this Quarterly Report on Form 10-Q.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in its ~~2017~~2018 Annual Report. The Company may borrow under its Revolving Credit Facility and Commercial Paper Programs. Any borrowings under the ~~new~~ Euro Commercial Paper Program ~~entered into in July 2018~~ and the ~~new~~ 2028 Euro Notes, ~~entered into in October 2018,~~ as discussed in Note 13 of the accompanying Condensed Consolidated Financial Statements, are and

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may continue to be denominated in foreign currencies, and there can be no assurance that the Company can successfully manage these changes in exchange rates,

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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.In addition, any borrowings under the Revolving Credit Facility either bear interest at or trade at rates that fluctuate with a spread over LIBOR, while any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk from exposure to changes in interest rates. As of ~~September~~June 30, ~~2018,~~2019, there were no outstanding borrowings under the Revolving Credit Facility, while borrowings under the U.S. Commercial Paper Program and Euro Commercial Paper Program were at an average floating rate of ~~2.36%~~2.58% and ~~(0.13)~~(0.10)%, respectively. The Company does not expect changes in interest rates to have a material effect on income or cash flows in ~~2018,~~2019, although there can be no assurances that interest rates will not change significantly.

Item 4.Controls and Procedures

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 the end of the period covered by this report. These controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 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 the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

Beginning January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) (“Topic 842”) and its related subsequent amendments. Although the adoption of Topic 842 did not have a material impact on our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019, or our Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2019, the Company implemented changes to our processes related to our lease commitments and the related control activities, including the implementation of a new lease management system and 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 2 and 15 of the accompanying Condensed Consolidated Financial Statements for further discussion on the adoption of Topic 842. There has been no other change in our internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ~~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 Condensed 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 2 and 3 of the accompanying Condensed Consolidated Financial Statements for further discussion on the adoption of this new standard.

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PART II - OTHER INFORMATION

Item 1.Legal Proceedings

The Company has been named as a defendant in several legal actions arising from normal business activities. Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

~~The~~

In August 2018, 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 isremains in the early stages and the Company is unable to estimate the timing or outcome of the matter.

Item 1A.Risk Factors

There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A of the Company’s ~~2017~~2018 Annual Report.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Equity Securities

On April 24, 2018, the Company’s Board of Directors authorized ~~a new~~the 2018 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 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act ~~(the “2018 Stock Repurchase Program”).~~of 1934, as amended. During the three months ended ~~September~~June 30, ~~2018,~~2019, the Company repurchased ~~0.4~~2.6 million shares of its ~~common stock~~Common Stock for ~~$34.8~~$248.7 million under the 2018 Stock Repurchase Program. These treasury shares ~~have been~~were retired by the ~~Company, accordingly common stock and retained earnings were reduced.~~Company. The Company has not repurchased any additional shares of its ~~common stock~~Common Stock through ~~October 24, 2018.~~July 23, 2019, and has remaining authorization to purchase up to $1,038.1 million of its Common Stock under the 2018 Stock Repurchase Program. The price and timing of any future purchases under the 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 conditions and stock price.

The table below reflects the Company’s stock repurchases for the three months ended ~~September~~June 30, ~~2018:~~2019:


				Total Number of	Maximum Dollar

										Total Number of	Maximum Dollar
(dollars in millions, except price per share)				Shares Purchased as	Value of Shares					Shares Purchased as	Value of Shares
	Total Number	Average		Part of Publicly	that May Yet be
	of Shares	Price Paid		Announced Plans or	Purchased Under the
							Total Number	Average		Part of Publicly	that May Yet be
							of Shares	Price Paid		Announced Plans or	Purchased Under the
Period	Purchased	per Share		Programs	Plans or Programs		Purchased	per Share		Programs	Plans or Programs
July 1 to July 31, 2018	402,205	$	86.53	402,205	$	1,701.8
August 1 to August 31, 2018	—		—	—		1,701.8
September 1 to September 30, 2018	—		—	—		1,701.8
April 1 to April 30, 2019							55,100	$	99.76	55,100	$	1,281.3
May 1 to May 31, 2019							2,339,100		94.60	2,339,100		1,060.0
June 1 to June 30, 2019							248,494		88.07	248,494		1,038.1
Total	402,205	$	86.53	402,205	$	1,701.8	2,642,694	$	94.09	2,642,694	$	1,038.1

Item 3.Defaults Upon Senior Securities

On January 24, 2017, the Company’s Board of Directors authorized a stock repurchase program under which the Company 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 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.

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

None.

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~~Item 3.Defaults Upon Senior Securities~~

~~None.~~

~~Item 4.Mine Safety Disclosures~~

~~Not Applicable.~~

~~Item 5.Other Information~~

~~None.~~

Item 6.Exhibits


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).*
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).*
4.1	Indenture, dated as of November 5, 2009, between Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009).*
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).*
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).*
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).*
~~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).*
~~4.6~~4.5	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 Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*
4.6	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).*
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).*
10.2	Form of 2017 Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed on May 19, 2017).*
10.3	2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.7 to the June 30, 2009 10-Q).*
10.4	The First Amendment to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.2 to the Form 8-K filed on May 23, 2014).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
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).*
10.13	Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 10-K).*
~~10.13~~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).*
10.15	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*
~~10.14~~	The 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.44 to the June 30, 2004 10-Q).*

37

~~Table of Contents~~

~~10.15~~	The Amended 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.29 to the June 30, 2008 10-Q).*
10.16	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).*
10.17	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).*
10.18	~~2018~~2019 Amphenol Corporation Management Incentive Plan (filed as Exhibit ~~10.19~~10.20 to the December 31, ~~2017~~2018 10-K).*
10.19	2014 Amphenol Corporation Executive Incentive Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 23, 2014).*
~~10.20~~	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).*

37

Table of Contents

10.20	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).*
10.21	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).*
10.22	~~Third Amendment to~~ The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective ~~October~~January 1, ~~2013,~~2019, dated ~~September 20, 2013~~December 21, 2018 (filed as Exhibit ~~10.40~~10.25 to the December 31, ~~2013~~2018 10-K).*
10.23	Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 10-Q).*
10.24	Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as Exhibit 10.34 to the December 31, 2011 10-K).*
10.25	Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 10-K).*
10.26	Commercial Paper Program form of Dealer Agreement dated as of August 29, 2014 between the Company, Citibank Global Markets and JP Morgan Securities LLC (filed as Exhibit 10.1 to the Form 8-K filed on September 5, 2014).*
~~10.26~~10.27	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).*
~~10.27~~10.28	Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to the December 31, 2016 10-K).*
~~10.28~~	Offer of Employment by and between Amphenol Corporation and Lance E. D’Amico, dated as of June 8, 2016 (filed as Exhibit 10.28 to the March 31, 2018 10-Q).*
31.1	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	XBRL Instance ~~Document.~~Document – the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.**

* Incorporated herein by reference as stated.

** Filed herewith.

38

Table of Contents

SIGNATURE

~~SIGNATURE~~

Pursuant to the requirements 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.

		AMPHENOL CORPORATION


	By:	/s/ Craig A. Lampo
		Craig A. Lampo
		Authorized Signatory
		and Principal Financial Officer


Date: ~~October~~July 26, ~~2018~~2019

39


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

		For the quarterly period ended ~~September~~June 30, ~~2018~~2019 OR

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


Delaware	22-2785165
(State of Incorporation)	(IRS Employer Identification No.)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	APH	New York Stock Exchange


Large ~~accelerated filer~~ Accelerated Filer ☒	Accelerated ~~filer~~ Filer ☐

Non-accelerated ~~filer~~ Filer ☐	Smaller ~~reporting company~~ Reporting Company ☐
	Emerging ~~growth company~~ Growth Company ☐



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017

Net income	$	319.6	$	280.3	$	875.7	$	761.1
Total other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(54.6)		52.1		(154.2)		172.4
Unrealized (loss) gain on cash flow hedges		(0.7)		(0.6)		0.3		—
Defined benefit plan adjustment, net of tax of ($1.6) and ($4.7) for 2018 and ($2.2) and ($6.7) for 2017, respectively		5.0		4.2		14.9		12.5
Total other comprehensive (loss) income, net of tax		(50.3)		55.7		(139.0)		184.9

Total comprehensive income		269.3		336.0		736.7		946.0

Less: Comprehensive income attributable to noncontrolling interests		(1.4)		(3.6)		(6.1)		(9.3)

Comprehensive income attributable to Amphenol Corporation	$	267.9	$	332.4	$	730.6	$	936.7

		Page

Part I	Financial Information

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018	2


	Condensed Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	3


	Condensed Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	4


	Condensed Consolidated Statements of Cash Flow for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	5


	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

Part II	Other Information

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	37 36

Item 4.	Mine Safety Disclosures	37 36

Item 5.	Other Information	37 36

Item 6.	Exhibits	37

Signature		39


	Nine months ended September 30, 2018
	Interconnect		Cable
	Products and		Products and		Total Reportable
	Assemblies		Solutions		Business Segments
Net sales by:
Sales channel:
End customers and contract manufacturers	$	4,828.9	$	242.8	$	5,071.7
Distributors and resellers		830.6		75.0		905.6
	$	5,659.5	$	317.8	$	5,977.3

Geography:
United States	$	1,519.5	$	155.8	$	1,675.3
China		1,760.0		3.3		1,763.3
Other foreign locations		2,380.0		158.7		2,538.7
	$	5,659.5	$	317.8	$	5,977.3


					Percentage Growth (relative to same prior year period)


					Net sales		Foreign		Constant				Organic
					growth in		currency		Currency Net		Acquisition		Net Sales
					U.S. Dollars (1)		impact (2)		Sales Growth (3)		impact (4)		Growth (3)
Three Months Ended September 30:	2018		2017		(GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)
Net sales:
Interconnect Products and Assemblies	$	2,019.3	$	1,731.5	17	%	—	%	17	%	2	%	15	%
Cable Products and Solutions		109.7		109.3	—	%	(4)	%	4	%	—	%	4	%
Consolidated	$	2,129.0	$	1,840.8	16	%	(1)	%	17	%	2	%	15	%

Nine Months Ended September 30:
Net sales:
Interconnect Products and Assemblies	$	5,659.5	$	4,754.3	19	%	2	%	17	%	3	%	14	%
Cable Products and Solutions		317.8		313.1	2	%	(1)	%	3	%	—	%	3	%
Consolidated	$	5,977.3	$	5,067.4	18	%	2	%	16	%	3	%	13	%