8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2019

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10879	22-2785165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

358 Hall Avenue, Wallingford, Connecticut	06492
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 265-8900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 23, 2019, Amphenol Corporation (the “Company”) issued a press release setting forth the Company’s 2019 third quarter earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

This Form 8-K may include 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” 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. 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, 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 those expressed in any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements.

The information set forth in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document Description
99.1	Press Release dated October 23, 2019
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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 hereunto duly authorized.

		AMPHENOL CORPORATION
	By:	/s/ Craig A. Lampo
		Craig A. Lampo
		Senior Vice President and Chief Financial Officer
Date: October 23, 2019

EX-99.1

Exhibit 99.1

Amphenol News Release

World Headquarters

358 Hall Avenue

Wallingford, CT 06492

Telephone (203) 265-8900

FOR IMMEDIATE RELEASE

For Further Information:

Craig A. Lampo

Senior Vice President and

  Chief Financial Officer

203-265-8625

www.amphenol.com

THIRD QUARTER 2019 RESULTS

REPORTED BY AMPHENOL CORPORATION

Wallingford, Connecticut.  October 23, 2019.  Amphenol Corporation (NYSE: APH) reported today GAAP diluted Earnings Per Share (“EPS”) for the third quarter 2019 of $0.92 compared to $1.01 for the comparable 2018 period.  GAAP diluted EPS for the third quarter 2019 included refinancing-related costs of approximately $14 million ($0.04 per share) associated with the early extinguishment of debt during the quarter, partially offset by an excess tax benefit of approximately $2 million ($0.01 per share) related to stock options exercised during the quarter.  Third quarter 2018 GAAP diluted EPS included an excess tax benefit of approximately $7 million ($0.02 per share) related to stock options exercised during the quarter. Excluding the effect of these items, Adjusted Diluted EPS1 for the third quarter 2019 was $0.95 compared to $0.99 for the third quarter 2018. 

Sales for the third quarter 2019 were $2.101 billion compared to $2.129 billion for the comparable 2018 period. Currency translation had the effect of decreasing sales by approximately $24 million in the third quarter 2019 compared to the 2018 period.

For the nine months ended September 30, 2019, GAAP Diluted EPS was $2.72, compared to $2.76 for the comparable 2018 period.  GAAP Diluted EPS for the nine months ended September 30, 2019, included acquisition-related costs of approximately $25 million ($0.07 per share) and refinancing-related costs associated with the early extinguishment of debt during the period of approximately $14 million ($0.04 per share), partially offset by an excess tax benefit of approximately $21 million ($0.07 per share) related to stock options exercised during the period.  The comparable 2018 period included an excess tax benefit of approximately $14 million ($0.04 per share) related to stock options exercised during the period.  Excluding the effect of these items, Adjusted Diluted EPS for the nine months ended September 30, 2019 and 2018 was $2.76 and $2.72, respectively.

Sales for the nine months ended September 30, 2019 were $6.074 billion compared to $5.977 billion for the 2018 period.  Currency translation had the effect of decreasing sales by approximately $112 million for the first nine months of 2019 compared to the 2018 period.

Amphenol President and Chief Executive Officer, R. Adam Norwitt, stated, “We are pleased to close the third quarter 2019 with both sales and Adjusted Diluted EPS exceeding the high end of our guidance, reaching $2.101 billion and $0.95, respectively.  Compared to the third quarter 2018, sales decreased 1% as a result of moderations in the industrial, automotive and communications-related markets, offset in part by strong growth in the military and commercial air markets as well as contributions from the Company’s acquisition program.  We are proud that the Company continues to execute well amidst a very uncertain environment, with Adjusted Operating Margins of 19.7% in the third quarter.”

“The Company continues to expand its growth opportunities through a deep commitment to developing enabling technologies for customers in all markets, an ongoing strategy of market and geographic diversification and an active and successful acquisition program.  As part of that program, we are excited to have recently closed two new acquisitions, which collectively generate annual sales of approximately $60 million.  In the last several weeks, the Company acquired XGiga Communication Technology Co., Ltd. (“XGiga”) as well as Cablescan Limited (“Cablescan”). Based in China, XGiga designs and manufactures active fiber optic interconnect components used primarily in the communications infrastructure markets. Based in the United Kingdom, Cablescan designs and manufactures high-technology interconnect assemblies for the military and commercial aerospace markets. These two acquisitions are highly complementary to the Company’s existing global capabilities and enhance our product offerings across these end markets, while bringing two strong management teams into the Amphenol family.”

“Operating cash flow in the quarter was a very strong $412 million, another confirmation of the quality of the Company’s earnings.  The Company continues to deploy its financial strength in a variety of ways to increase shareholder value.  To that end, the Company

purchased 1.7 million shares of its common stock during the quarter for approximately $150 million and paid dividends of approximately $68 million.”

“As we look ahead, the overall demand environment continues to reflect a heightened level of uncertainty in the global economy.  Given the current demand environment, together with contributions from the acquisitions just completed, we expect fourth quarter 2019 sales to be in the range of $1.960 billion to $2.000 billion and Adjusted Diluted EPS in the range of $0.89 to $0.91.  For the full year 2019, we now expect sales in the range of $8.035 billion to $8.075 billion, a decrease of 2% over 2018, and Adjusted Diluted EPS to be in the range of $3.65 to $3.67, which is a decrease of 3% over 2018.  This compares to our prior full-year 2019 guidance for sales in the range of $7.920 billion to $8.000 billion and Adjusted Diluted EPS in the range of $3.56 to $3.60.”

“While the current demand environment continues to be very challenging, we remain confident in the platform of strength that has been created by the Company’s consistent and strong performance.  The electronics revolution is creating exciting long-term growth opportunities for Amphenol across each of our diversified end markets, with customers driving their products and networks to achieve ever higher levels of performance.  We believe these opportunities will enable a long-term increase in demand for our expanded range of high-technology interconnect, sensor and antenna products.  Our ongoing actions to leverage our competitive advantages and create sustained financial strength, as well as our initiatives to expand our high-technology product offerings, both organically and through our acquisition program, have created an excellent base for future performance.  I am confident in the ability of our outstanding, entrepreneurial management team to dynamically adjust to the always changing environment, to continue to generate strong profitability and to further capitalize on the many opportunities to expand our market position regardless of the underlying demand environment.”

The Company will host a conference call to discuss its third quarter results at 1:00 PM (EDT) Wednesday, October 23, 2019.  The toll-free dial-in number to participate in this call is 888-455-0949; International dial-in number is +1-773-799-3973; Passcode: LAMPO.  There will be a replay available until 11:59 PM (EST) on Saturday, November 23, 2019.  The replay numbers are toll free 866-475-1457; International toll number is +1-203-369-1505; Passcode: 7183.

A live broadcast as well as a replay can be accessed through the Investor Relations section of the company’s website at https://investors.amphenol.com.

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable.  Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors.  Amphenol has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.

Forward-Looking Statements

This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events and are subject to risks and uncertainties. The forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, may contain words such as: “anticipate,” “could,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,” “optimistic,” “potential,” “guidance,” “may,” “should,”  or “would” and other words and terms of similar meaning.  Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity or other financial matters.  Although the Company believes the expectations reflected in such forward-looking statements, including regarding the fourth quarter and full year 2019 sales expectations and Adjusted Diluted EPS expectations, 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 that could cause actual results to differ materially from these forward-looking statements, include, but are not limited to, the following:  political, economic, military and other risks in countries outside of the United States; 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; the Company’s ability to obtain a consistent supply of materials, at stable pricing levels; 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, including the Company; 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 and upon continuing market acceptance of its existing and future product lines; difficulties and unanticipated expenses in connection with purchasing and integrating newly acquired businesses, including the potential for the impairment of goodwill; events beyond the Company’s control that could lead to an inability to meet its financial covenants which could result in a default under 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 interest rates; 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 in the United States and foreign jurisdictions, including related interpretations of certain provisions of the U.S. Tax Cuts and Jobs Act; any difficulties in protecting the Company’s intellectual property rights; and litigation, customer claims, governmental investigations or environmental matters.

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, 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 those expressed in any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements.

Non-GAAP Financial Measures

The financial statements included within this press release are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  This press release also contains certain non-GAAP financial information, including Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (collectively, “non-GAAP financial measures”), which are intended to supplement the reported GAAP results.  Management utilizes these non-GAAP financial measures 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 such non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and period-over-period comparative results.  Non-GAAP financial measures discussed within this press release exclude income and expenses that are not directly related to the Company’s operating performance during the periods presented.  Items excluded in the presentation of the 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 the excess tax benefits related to stock-based compensation as well as the impact of significant changes in tax law.   Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included at the end of this press release.   However, such non-GAAP financial measures should not be considered in isolation, as a substitute for or superior to the related 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 are defined within the “Supplemental Financial Information” table at the end of this press release and should be read in conjunction with the Company’s financial statements presented in accordance with GAAP.

1  All referenced non-GAAP financial measures are defined in the tables at the end of this press release. 

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net sales	$	2,100.6	$	2,129.0	$	6,074.4	$	5,977.3
Cost of sales		1,438.7		1,440.8		4,137.1		4,037.4
Gross profit		661.9		688.2		1,937.3		1,939.9
Acquisition-related expenses		—		—		25.4		—
Selling, general and administrative expenses		248.3		244.0		722.5		710.6
Operating income		413.6		444.2		1,189.4		1,229.3
Interest expense		(29.7)		(24.8)		(89.5)		(75.3)
Loss on early extinguishment of debt		(14.3)		—		(14.3)		—
Other income, net		4.5		0.2		7.6		2.5
Income before income taxes		374.1		419.6		1,093.2		1,156.5
Provision for income taxes (1)		(91.8)		(100.0)		(250.0)		(280.8)
Net income		282.3		319.6		843.2		875.7
Less: Net income attributable to noncontrolling interests		(2.0)		(3.0)		(6.9)		(8.8)
Net income attributable to Amphenol Corporation	$	280.3	$	316.6	$	836.3	$	866.9
Net income per common share - Basic	$	0.95	$	1.05	$	2.81	$	2.87
Weighted average common shares outstanding - Basic		296.6		300.5		297.6		301.7
Net income per common share - Diluted  (2)	$	0.92	$	1.01	$	2.72	$	2.76
Weighted average common shares outstanding - Diluted		306.2		312.4		307.8		313.6

Note 1   Provision for income taxes for the three months ended September 30, 2019 and 2018 includes excess tax benefits related to stock-based compensation of $1.6 million ($0.01 per share) and $7.0 million ($0.02 per share), respectively.  Provision for income taxes for the nine months ended September 30, 2019 and 2018 includes excess tax benefits related to stock-based compensation of $21.3 million ($0.07 per share) and $14.1 million ($0.04 per share), respectively.

Note 2   Net income per share for the three months ended September 30, 2019 includes (i) the refinancing-related costs of $14.3 million ($12.5 million after-tax or $0.04 per share) associated with the early extinguishment of debt, partially offset by (ii) the excess tax benefits related to stock-based compensation discussed in Note 1.  Net income per share for the nine months ended September 30, 2019 includes (i) acquisition-related expenses of $25.4 million ($21.0 million after-tax or $0.07 per share) comprising of the amortization of $15.7 million related to the value associated with acquired backlog primarily from the SSI acquisition, as well as external transaction costs of $9.7 million and (ii) the refinancing-related costs discussed above, partially offset by (iii) the excess tax benefits related to stock-based compensation discussed in Note 1.  Net income per share for the three and nine months ended September 30, 2018 includes the excess tax benefits related to stock-based compensation discussed in Note 1.    

Excluding these effects, Adjusted Diluted EPS, a non-GAAP financial measure which is defined and reconciled to its most comparable GAAP financial measure in this press release, was $0.95 and $0.99 for the three months ended September 30, 2019 and 2018, respectively, and $2.76 and $2.72 for the nine months ended September 30, 2019 and 2018, respectively.  

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in millions)

	September 30,		December 31,
	2019		2018
ASSETS
Current Assets:
Cash and cash equivalents	$	969.3	$	1,279.3
Short-term investments		17.4		12.4
Total cash, cash equivalents and short-term investments		986.7		1,291.7
Accounts receivable, less allowance for doubtful accounts of $32.7 and $33.5, respectively		1,689.1		1,791.8
Inventories		1,273.5		1,233.8
Other current assets		282.9		254.3
Total current assets		4,232.2		4,571.6
Property, plant and equipment, less accumulated depreciation of $1,427.9 and $1,314.8, respectively		965.2		875.8
Goodwill		4,750.0		4,103.2
Intangibles, net and other long-term assets (1)		736.2		494.3
	$	10,683.6	$	10,044.9
LIABILITIES & EQUITY
Current Liabilities:
Accounts payable	$	830.7	$	890.5
Accrued salaries, wages and employee benefits		160.4		157.2
Accrued income taxes		168.8		203.5
Accrued dividends		74.0		68.7
Other accrued expenses (1)		485.0		367.1
Current portion of long-term debt		403.7		764.3
Total current liabilities		2,122.6		2,451.3
Long-term debt, less current portion		3,545.4		2,806.4
Accrued pension and postretirement benefit obligations		176.0		190.2
Deferred income taxes		231.2		255.6
Other long-term liabilities (1)		397.3		277.2
Equity:
Common stock		0.3		0.3
Additional paid-in capital		1,585.6		1,433.2
Retained earnings		3,158.7		3,028.7
Treasury stock, at cost		(95.6)		(55.0)
Accumulated other comprehensive loss		(493.7)		(390.2)
Total shareholders' equity attributable to Amphenol Corporation		4,155.3		4,017.0
Noncontrolling interests		55.8		47.2
Total equity		4,211.1		4,064.2
	$	10,683.6	$	10,044.9

Note 1   As a result of the adoption in 2019 of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), Intangibles, net and other long-term assets increased approximately $186 million, Other accrued expenses increased approximately $54 million and Other long-term liabilities increased approximately $133 million as of September 30, 2019. 

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in millions)

	Nine Months Ended
	September 30,
	2019		2018
Cash from operating activities:
Net income	$	843.2	$	875.7
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		235.4		194.5
Stock-based compensation expense		46.4		40.4
Loss on early extinguishment of debt		14.3		—
Deferred income tax benefit		(37.5)		(41.5)
Net change in components of working capital		(27.1)		(246.4)
Net change in accrued pension and postretirement benefits (1)		5.3		(77.0)
Net change in other long-term assets and liabilities		(1.8)		(11.2)
Net cash provided by operating activities  (1)		1,078.2		734.5
Cash from investing activities:
Capital expenditures		(223.0)		(208.2)
Proceeds from disposals of property, plant and equipment		7.1		3.8
Purchases of short-term investments		(48.5)		(35.3)
Sales and maturities of short-term investments		44.6		48.3
Acquisitions, net of cash acquired		(891.2)		(158.9)
Net cash used in investing activities		(1,111.0)		(350.3)
Cash from financing activities:
Proceeds from issuance of senior notes		1,398.8		—
Repayments of long-term debt		(1,111.2)		(8.7)
Borrowings (repayments) under commercial paper programs, net		137.2		(300.1)
Payment of costs related to debt financing		(14.9)		(0.3)
Payment of premiums and fees related to early extinguishment of debt		(13.4)		—
Proceeds from exercise of stock options		146.3		123.0
Distributions to and purchases of noncontrolling interests		(25.0)		(17.9)
Purchase of treasury stock		(558.7)		(680.2)
Dividend payments		(205.5)		(184.4)
Net cash used in financing activities		(246.4)		(1,068.6)
Effect of exchange rate changes on cash and cash equivalents		(30.8)		(36.4)
Net change in cash and cash equivalents		(310.0)		(720.8)
Cash and cash equivalents balance, beginning of period		1,279.3		1,719.1
Cash and cash equivalents balance, end of period	$	969.3	$	998.3
Cash paid for:
Interest	$	81.8	$	79.5
Income taxes		333.2		307.7

Note 1   Net change in accrued pension and postretirement benefits for the nine months ended September 30, 2018 included an $81 million payment made to fund the Company’s U.S. defined benefit pension plans, which had the impact of reducing Net cash provided by operating activities by the same amount for this period.   

AMPHENOL CORPORATION

SEGMENT INFORMATION

(Unaudited)

(dollars in millions)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net sales:
Interconnect Products and Assemblies	$	2,000.8	$	2,019.3	$	5,789.0	$	5,659.5
Cable Products and Solutions		99.8		109.7		285.4		317.8
Consolidated Net sales	$	2,100.6	$	2,129.0	$	6,074.4	$	5,977.3
Operating income:
Interconnect Products and Assemblies	$	433.9	$	458.1	$	1,272.4	$	1,268.9
Cable Products and Solutions		10.2		14.4		29.3		40.4
Stock-based compensation expense		(16.6)		(14.4)		(46.4)		(40.4)
Other operating expenses		(13.9)		(13.9)		(40.5)		(39.6)
Acquisition-related expenses		—		—		(25.4)		—
Consolidated Operating income	$	413.6	$	444.2	$	1,189.4	$	1,229.3
Operating margin (%):
Interconnect Products and Assemblies		21.7%		22.7%		22.0%		22.4%
Cable Products and Solutions		10.2%		13.1%		10.3%		12.7%
Stock-based compensation expense		-0.8%		-0.7%		-0.8%		-0.7%
Other operating expenses		-0.7%		-0.7%		-0.7%		-0.7%
Acquisition-related expenses		0.0%		0.0%		-0.4%		0.0%
Consolidated Operating margin (%)		19.7%		20.9%		19.6%		20.6%

AMPHENOL CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(dollars in millions, except per share data)

Management utilizes the 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 such non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and period-over-period comparative results.  The following non-GAAP financial measures exclude income and expenses that are not directly related to the Company's operating performance during the periods presented.  Items excluded in the presentation of these 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 impact of significant changes in tax law.  The following non-GAAP financial information 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.  Such non-GAAP financial measures should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP.

The following are reconciliations of non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the periods presented:

	Three Months Ended September 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)	$	413.6	19.7	%	$	280.3	24.5	%	$	0.92	$	444.2	20.9	%	$	316.6	23.8	%	$	1.01
Loss on early extinguishment of debt		-	-			12.5	(0.4)			0.04		-	-			-	-			-
Excess tax benefits related to stock-based compensation		-	-			(1.6)	0.4			(0.01)		-	-			(7.0)	1.7			(0.02)
Adjusted (non-GAAP) (2)	$	413.6	19.7	%	$	291.2	24.5	%	$	0.95	$	444.2	20.9	%	$	309.6	25.5	%	$	0.99

	Nine Months Ended September 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)	$	1,189.4	19.6	%	$	836.3	22.9	%	$	2.72	$	1,229.3	20.6	%	$	866.9	24.3	%	$	2.76
Acquisition-related expenses		25.4	0.4			21.0	(0.2)			0.07		-	-			-	-			-
Loss on early extinguishment of debt		-	-			12.5	(0.1)			0.04		-	-			-	-			-
Excess tax benefits related to stock-based compensation		-	-			(21.3)	1.9			(0.07)		-	-			(14.1)	1.2			(0.04)
Adjusted (non-GAAP) (2)	$	1,214.8	20.0	%	$	848.5	24.5	%	$	2.76	$	1,229.3	20.6	%	$	852.8	25.5	%	$	2.72

(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.

(2) The definitions of non-GAAP financial measures used are as follows:

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).

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 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 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.

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 above, divided by the weighted average outstanding diluted shares (as reported in the Condensed Consolidated Statements of Income).

AMPHENOL CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES - GUIDANCE

(Unaudited)

(dollars in millions, except per share data)

Management utilizes the non-GAAP financial measures defined earlier 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 such non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and period-over-period comparative results.  The following non-GAAP financial measures exclude income and expenses that are not directly related to the Company's operating performance during the periods presented. Items excluded in the presentation of these 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 impact of significant changes in tax law.  The following non-GAAP financial information 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.  Such non-GAAP financial measures should be read in conjunction with the Company’s financial statements presented in accordance with U.S. GAAP.

The following are reconciliations of current guidance for GAAP Diluted earnings per share (Diluted EPS) to Adjusted Diluted EPS (non-GAAP) for both the fourth quarter and the full year 2019:

	GUIDANCE(1)
	FOURTH QUARTER 2019	FULL YEAR 2019
Diluted EPS (GAAP)	$0.89 - $0.91	$3.61 - $3.63
Acquisition-related expenses, net of tax	-	$0.07
Loss on early extinguishment of debt, net of tax	-	$0.04
Excess tax benefits related to stock-based compensation	-	($0.07)
Adjusted Diluted EPS (non-GAAP)	$0.89 - $0.91	$3.65 - $3.67

(1) Forward-looking Adjusted Diluted EPS included in our guidance excludes certain income and expenses, described above, that are not directly related to the Company's operating performance.  The Company includes such items in its guidance only to the extent that such items have either (i) already been reflected in periods reported and are therefore included in the forward-looking full-year period or (ii) the Company reasonably expects to record them in the forward-looking periods presented and such amounts are estimable.  As the Company has not identified any estimable items in the forward-looking periods presented, the reconciling items shown above for the full year 2019 guidance only reflect the impact of the items that were recognized during the nine months ended September 30, 2019.

XML

Document and Entity Information	Oct. 23, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 23, 2019
Entity File Number	1-10879
Entity Registrant Name	AMPHENOL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2785165
Entity Address, Address Line One	358 Hall Avenue
Entity Address, City or Town	Wallingford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06492
City Area Code	203
Local Phone Number	265-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	APH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000820313
Amendment Flag	false