AMPHENOL CORPORATION (NYSE:APH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On April5, 2017, Amphenol Corporation (the Company) issued and
sold $400,000,000 aggregate principal amount of its 2.200% Senior
Notes due 2020 (the 2020 Notes) and $350,000,000 aggregate
principal amount of its 3.200% Senior Notes due 2024 (the 2024
Notes and together with the 2020 Notes, the Notes) to the
Companys Registration Statement on FormS-3 (No.333-216789),
including the related Prospectus dated March17, 2017, as
supplemented by the Prospectus Supplement dated March29, 2017.
The Notes were sold in an underwritten public offering to an
underwriting agreement, dated March29, 2017, by and between the
Company and Barclays Capital Inc., Citigroup Global Markets Inc.
and Wells Fargo Securities, LLC, as representatives of the
several Underwriters named in Schedule A thereto.

The 2020 Notes were sold to the public at a price of 99.922% of
the principal amount, the 2024 Notes were sold to the public at a
price of 99.888% of the principal amount, and the Company
received net proceeds of approximately $744.2 million from the
offering after deducting the underwriting discounts and estimated
offering expenses. The Company intends to use all of the net
proceeds of this offering to repay all of its outstanding $375
million 1.550% Senior Notes due September15, 2017 and for general
corporate purposes. Prior to September15, 2017, it intends to use
the net proceeds of this offering to repay amounts outstanding
under its commercial paper program.

The Notes were issued to an indenture dated as of November5, 2009
(the Indenture) between the Company and The Bank of New York
Mellon, as trustee (the Trustee), and certain of the terms of the
Notes were established to an Officers Certificate dated April5,
2017 (the Officers Certificate) in accordance with the Indenture.
The Indenture and Officers Certificate contain certain covenants
and events of default and other customary provisions.

The 2020 Notes bear interest at a rate of 2.200% per year and the
2024 Notes bear interest at a rate of 3.200% per year. Interest
on the Notes is payable semi-annually on April1 and October1 of
each year, beginning on October1, 2017. The Company will make
each interest payment to the holders of record on the immediately
preceding March15 and September15. The 2020 Notes will mature on
April1, 2020 and the 2024 Notes will mature on April1, 2024.
Prior to the maturity date of the 2020 Notes, the Company may
redeem, at its option, some or all of the 2020 Notes at a
redemption price equal to 50% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of
redemption, plus a make-whole premium. Prior to February1, 2024
(two months prior to the maturity date of the 2024 Notes), the
Company may redeem, at its option, some or all of the 2024 Notes
at a redemption price equal to 50% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of
redemption, plus a make-whole premium. On or after February1,
2024 (two months prior to the maturity date of the 2024 Notes),
the Company may redeem, at its option, the 2024 Notes in whole or
in part, at a redemption price equal to 50% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the
date of redemption. The Notes are unsecured and rank equally in
right of payment with all of the Companys other unsecured senior
indebtedness.

The above descriptions of the Indenture, the Officers Certificate
and the Notes are qualified in their entirety by reference to the
Indenture, the Officers Certificate, the 2020 Notes and the 2024
Notes, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4,
respectively, to this Current Report on Form8-K, and are
incorporated by reference herein.

The exhibits to this Current Report on Form8-K are hereby
incorporated by reference in the Registration Statement
(No.333-216789).

Item2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant

The foregoing terms and conditions of the Indenture, the Officers
Certificate and the Notes described in Item1.01 of this Current
Report on Form8-K are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

About AMPHENOL CORPORATION (NYSE:APH)

Amphenol Corporation (Amphenol) is a designer, manufacturer and marketer of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products, and coaxial and specialty cable. The Company operates through two segments: Interconnect Products and Assemblies, and Cable Products and Solutions. The Interconnect Product and Assemblies segment primarily is engaged in designing, manufacturing and marketing a range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a range of applications in various end markets. The Cable Products and Solutions segment primarily engages in designing, manufacturing and marketing cables, value-added products and components for use primarily in the broadband communications and information technology markets. It designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa.

AMPHENOL CORPORATION (NYSE:APH) Recent Trading Information

AMPHENOL CORPORATION (NYSE:APH) closed its last trading session up +0.25 at 70.15 with 1,038,185 shares trading hands.