Item 1.01 Entry into a Material Definitive Agreement

On February 20, 2020, Amphenol Corporation (the "Company") issued and sold $400,000,000 aggregate principal amount of its 2.050% Senior Notes due 2025 (the "Notes") pursuant to the Company's Registration Statement on Form S-3 (No. 333-216789), including the related Prospectus dated March 17, 2017, as supplemented by the Prospectus Supplement dated February 13, 2020. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated February 13, 2020, by and between the Company and BofA Securities, Inc., Mizuho Securities USA LLC and TD Securities (USA) LLC, as representatives of the several Underwriters named in Schedule A thereto.

The Company received net proceeds of approximately $395.7 million from the offering, after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to repay its outstanding 2.200% Senior Notes due 2020 at maturity.

The Notes were issued pursuant to an indenture dated as of November 5, 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 pursuant to an Officers' Certificate dated February 20, 2020 (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 Notes bear interest at a rate of 2.050% per year. Interest on the Notes is payable semi-annually on March 1 and September 1 of each year, beginning on September 1, 2020. The Company will make each interest payment to the holders of record on the immediately preceding February 15 and August 15. The Notes will mature on March 1, 2025. Prior to February 1, 2025 (one month prior to the maturity date of the Notes), the Company may redeem, at its option, some or all of the Notes at a redemption price equal to 100% 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 February 1, 2025 (one month prior to the maturity date of the Notes), the Company may redeem, at its option, the Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Company's other unsecured unsubordinated senior indebtedness and senior obligations.

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 Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

The exhibits to this Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-216789).

Item 2.03 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 Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






Exhibit No. Description




   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     Officers' Certificate, dated February 20, 2020, establishing the Notes
         pursuant to the Indenture




   4.3     Form of Global Note




   5.1     Opinion of Latham & Watkins LLP regarding the legality of the Notes
         issued by Amphenol Corporation




   23.1     Consent of Latham & Watkins LLP (included in Exhibit 5.1)

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded

within the Inline XBRL document).

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