2021
ANNUAL REPORT
Enabling the Electronics Revolution

About Amphenol
Amphenol is one of the world’s largest providers of high-technology interconnect, sensor and antenna solutions. Our products Enable theElectronics Revolution across virtually every end market, including Automotive, Broadband Communications, Commercial Aerospace,Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks. Headquartered in
Wallingford, Connecticut USA, Amphenol had approximately 90,000 talented and driven employees worldwide at the end of 2021.

How We Create ValueHigh Performance Culture

Balanced End Market Exposure
Commercial
Aerospace
2%

COST CONTROL
relentless costmanagement
ENTREPRENEURIAL
approximately 130
GMs worldwide

Automotive
20%

Broadband
4%
MobileNetworks
5%

AGILE & FLEXIBLE
quick response tochanging markets

Mobile Devices
12%
IT Datacom
21%

Global Presence and Reach

SHORTER
CYCLE

Disciplined Acquisition Strategy
Approximately 50 companies
acquired in the last 10 years

Asia
45%

Sales inapproximately
70 countries
across six
continents
Europe19%

LONGER
CYCLE

Military
11%

NO EXCUSES
clear accountability
for results

North America
33%

Industrial
25%• Acquirer of choice• Focused on high-quality management
teams with complementary technology• Successful acquisition program in a
fragmented but consolidating market

Rest of World
3%

CUMULATIVE 5-YEAR TOTAL SHAREHOLDER RETURN$300

The graph compares the cumulative total
shareholder return of Amphenol over a period offive years ending December 31, 2021 with theperformance of the Standard & Poor’s 500 (“S&P500”) Stock Index and the Dow Jones U.S. Electrical
Components & Equipment Index. This graphassumes that $100 was invested in the common
stock of Amphenol and each index on December 31,
2016, reflects reinvested dividends, and is weighted
on a market capitalization basis as of the beginningof each year. Each reported data point represents
the last trading day of each calendar year. The
comparisons in the graph are based upon historical
data and are not indicative of, nor intended toforecast, future performance.

$250
$200
$150
$100
$50

2016

Amphenol Corporation

2017
S&P 500 Index

2018

2019

2020

2021

Dow Jones U.S. Electrical Components & Equipment Index

2021 Financial Highlights

For the Years Ended December 31

2021

2020

2019

Net sales$10,876$8,599$8,225

Operating income$2,105$1,638$1,619Net income from continuing operations attributable to stockholders$1,569$1,203$1,155

Diluted earnings from continuing operations per common share (GAAP)

$2.51

$1.96

$1.88

Adjusted diluted earnings from continuing operations per common share (non-GAAP)

$2.48

$1.87

$1.87

Cash flow provided by operating activities from continuing operations (GAAP)$1,524$1,592$1,502

Free cash flow (non-GAAP)$1,167$1,328$1,215

Dividends declared per common share$0.635

$0.52

$0.48

In millions, except per share data

Sales

$10.9B

Adjusted
Operating Margin

20.0%

Net Sales$ Millions

Adjusted EPS

Free Cash Flow

Adjusted EPS (non-GAAP)Free Cash Flow (non-GAAP)$2.48$ Dollars per share$1.2B$ Millions

1,328

10,876

$2.48

20.7%

2017 2018 2019 2020 2021
$ In Millions

20.0%$1.88 $1.87 $1.87

8,599

7,011

1,167

20.4%
20.0%

8,202 8,225

1,215

19.2%

2017 2018 2019 2020 2021

$1.56

2017 2018 2019 2020 2021

922
807

2017 2018 2019 2020 2021
$ In Millions

Financial Highlights are based on continuing operations only and exclude results associated with discontinued operations. Also, earnings
per share and dividends per share reflect the impact of the Company’s March 4, 2021 stock split, which was retroactively applied to all years
presented. Refer to Page 10 herein and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operationsof the Company’s Form 10-K included in this Annual Report for further discussion of the stock split as well as definitions and reconciliationsof non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.
2021 ANNUAL REPORT 1

Enabling theElectronics Revolution

2 AMPHENOL CORPORATION

Dear Fellow Shareholders:This year marks my fourteenth year as CEO of Amphenol,and it is no exaggeration to say that the past two years havebeen both the most challenging and the most fulfilling of
my professional career so far. More than two years ago,
the world witnessed the emergence of COVID-19. Since
that time, the pandemic has impacted virtually every aspectof our business as well as the lives of our employees, ourbusiness partners and the people in the communities inwhich we operate. With the development of life-changing
vaccines, the world has recovered some degree of
normalcy; however new coronavirus variants continue tocause lockdowns in some communities. During 2021 wealso witnessed persistent supply chain disruptions andinflation, the likes of which have not been seen in more thana generation. These difficulties persist to this day. Adding
to these challenges, the geopolitical environment remains
volatile, in particular with Russia’s invasion of Ukraine
causing the tragic loss of thousands of lives as well as
untold devastation.
Amidst these many challenges, I have been awed by
the performance of our extraordinary organization andespecially by the strength of the Amphenolian culture,
clearly our greatest asset during these most volatile oftimes. Our teams have navigated through innumerable
challenges while at the same time unlocking opportunities
that have propelled Amphenol to historically high levelsof performance. The core of our success continues to be
our unique, entrepreneurial culture, which instills ourentire organization with agility, focus, drive and passion,
all traits that serve us extremely well in good times andbad. In addition, our trust in local managers to navigate thedynamic environments and unique challenges being facedin their specific geographies has enabled us to outperformthe broader market. I am truly proud of the performance ofthe nearly 90,000 Amphenolians around the world and am
confident that they will continue to excel regardless of whatcomes next.
During these unprecedented times, we have focused on
two simple but important goals: protecting our people andsupporting our customers. From day one of the pandemic,
we spared no expense to ensure that our employees could
continue to work without risking their own health. We
adopted a wide array of protective measures in our factories,
we enabled employees to work remotely whenever possible,
we encouraged and enabled vaccinations and we supported
our communities around the world in their fight against
COVID-19. Nevertheless, we were not immune to thetragedies that have touched all of us during this difficult
time. Several of our cherished employees lost their lives toDuring the pandemic we focused on keeping our
employees safe.
the virus and many more of our employees have lost loved
ones and friends. The scale of loss around the world is truly
staggering, but it reminds us how important our connections
are to each other and how critical it is that we protect
and support our people and the communities in which
we operate.
Our efforts to protect our people have also enabled us toconsistently support our customers over the last two years.
The pandemic has accelerated the electronics revolution,
which has long been a key driver of our sustained industryleading growth. As the demand for electronics and theinterconnect products that enable them has increased, we
have supported our customers in delivering high-technology
solutions that meet these needs. There is no questionthat we are more valued by our customers now than everbefore, having supported them unwaveringly during these
difficult times. This support included manufacturing criticalcomponents for ventilators to treat seriously ill patients,
producing sensing systems that ensure vaccines are kept
at proper temperatures during their production, storage
and distribution, and ramping up capacity of our high-speed
and power products to support working, studying and2021 ANNUAL REPORT 3

communicating from home. I am enormously proud of therole we have played in helping the world combat the effects
of COVID-19. Moreover, we have built a foundation ofstrength with customers that creates great potential forthe future.
All of this translated into outstanding financial performancein 2021:• Sales grew by 26% on a reported basis and 18%
organically, reaching a record $10.9 billion;• Adjusted Diluted EPS grew by 33% to a record $2.48;• Operating and Free Cash Flow were $1.5 billion and$1.2 billion, respectively; and• We returned more than $1 billion to our shareholders.
Even more impressively, over the last two pandemicimpacted years, we grew our sales by 32% on a reported
basis and 21% organically, adding more than $2.65 billion
in sales. Our EPS performance was equally strong, with
Adjusted Diluted EPS growing 33% during this same period,
despite significant negative impacts from the pandemic
and the recent inflationary and supply chain pressures. We
generated $2.5 billion in Free Cash Flow over the past two
years and returned nearly $2 billion to shareholders throughthe $1.3 billion we spent on share buybacks and nearly$650 million in dividends paid. Finally, we used our strong
free cash flow to continue our exceptional track record ofacquisitions, adding nine new companies to Amphenol in2020 and 2021 combined. As we exit 2021, our business isstronger than it has ever been, and we are well positioned toaccelerate this momentum across all of our end markets.
The core of Amphenol’s culture is the General Manager
Our entrepreneurial culture and our exceptional people
remain the key foundation of our long-term success. At
the heart of that culture are our 130 General Managers,
who make decisions about their businesses and drive theperformance of the Company every single day. Over the past
two years, these General Managers and their teams took themultitude of actions necessary to protect the people in theirfactories, developed innovative new technologies, executedin the face of a wide array of challenges in order to maketheir products, supported our customers, and ultimately
delivered Amphenol’s outstanding results.
Having served as an Amphenol General Manager early in
my career, I know the hard work and dedication that thejob requires. At that time, just over 20 General Managers
reported directly to my predecessor, Martin H. Loeffler. As
the number of General Managers grew, it became impractical
for these General Managers to report directly to the CEO.
Accordingly, in order to continue to enable the Company’s
growth while preserving our unique entrepreneurial culture,in 2003 we established the first of our global OperatingGroups, each headed by Group General Managers. I was one
4 AMPHENOL CORPORATION

Our Values
EthicalWe do the right thing, always. Maintaining our integrity
and reputation will always be our priority.

DiverseDiversity of our markets, products, geographies andworkforce is a key pillar of our continued success. We
encourage and embrace diverse perspectives as theylead to better long-term outcomes for our business.

Empowered
Our culture of ownership and accountability empowers
our people to achieve industry-leading results.

Innovative
We are curious, focused and agile. These traits enable
us to develop new solutions that solve our customers’
diverse needs.

Sustainable
Sustainable business practices are at the core of how
we conduct our operations. We believe that adopting
sustainable business practices is not just the right thing
to do as a global company, it is simply good business.

of these first Group General Managers tasked with overseeing
and supporting a handful of General Managers. Our Group
General Managers continue to this day to focus on developing
their group’s strategy, stimulating customer, technology andoperational collaboration across their General Managers
and devoting significant involvement to the identificationand completion of acquisitions, all while ensuring the ongoingdevelopment of their people and their organizations.
Since the creation of those first Operating Groups, we havegrown our sales from approximately $1.5 billion in 2004 tonearly $11 billion in 2021, a more than seven-fold increase. To
support our continued long-term growth and the scalabilityof our unique culture, in January 2022, we took the next stepin evolving our organization with the alignment of our now 12
Operating Groups into three newly formed Divisions, each led
by a Division President. The creation of our three new Divisions

will enable deeper collaboration among our operations, stronger
operating discipline, enhanced attention to acquisitions andfurther development of our extraordinary team. Let me be veryclear – nothing about this new alignment changes the critical roleof each of our General Managers or their day-to-day jobs. Our
General Managers continue to maintain the authority to manage
all aspects of their individual operations, while retaining clear andcomplete accountability. Our unique entrepreneurial culture,embodied by each of our now 130 General Managers, remains
the cornerstone of our success and it is my absolute priority as
CEO to preserve and maintain this culture while at the same time
continuing to ensure Amphenol’s scalability for the future.
Driving shareholder value through our acquisition strategy
Another great driver of our success has been our outstanding
acquisition program. I actually began my career at Amphenol
nearly 24 years ago as an intern pursuing strategic acquisitionsin Asia. One of the many aspects of my job that I have always
loved is meeting new companies and the entrepreneurs who
have founded and continue to operate those companies.
It is always exciting to hear about the technologies they
have developed, the markets they have created and theorganizations they have built. Acquisitions have been a key
value driver for Amphenol because we use a relatively simple,
yet unique approach: when we buy a company, we maintainthe people, technology and customers that made that company
attractive to us in the first place. Rather than “integrating”
the business into Amphenol, we allow them to maintain theirown unique identity, while we enable them to reach levels of
performance they could not have achieved on their own. As
Amphenol General Managers, the leaders of our acquired
businesses are given the same authority and accountability
to run their businesses as they had prior to joining Amphenol.
This unique approach has enabled us to realize great value
from our acquired companies, as these businesses benefit fromleveraging our customer contacts, our broad array of enabling
technologies, our access to low-cost manufacturing, ourmanagement know-how and our financial discipline. All of thesefactors have led our acquisition strategy to be a consistent andsignificant long-term value creator for Amphenol.
In 2021, we added seven truly remarkable companies with
their outstanding management teams and unique technology
capabilities. The largest of these was the acquisition of MTS
Systems, which closed in April. As I noted in my letter lastyear, MTS was our first public company acquisition andshortly after reaching the agreement to acquire MTS, weannounced plans to sell the MTS Test & Simulation businessto Illinois Tool Works (NYSE: ITW). The resulting acquisitionof the MTS Sensors business is highly complementary to ourexisting sensor portfolio and allows us to offer our customers
an expanded array of innovative sensor and sensor-based
products across multiple end markets. We are very pleased
with the performance of the MTS Sensors team so far andlook forward to great success with them in the future.

In April 2021, we complemented our sensor portfolio withthe addition of MTS Sensors.
In December, we completed the sale of the MTS Test &Simulation business and were able to immediately invest
those proceeds into the acquisition of Halo Technology,
a leading provider of active and passive fiber optic
interconnect components. Halo’s high-technology products
complement and enhance our existing high-speed and fiber
optic interconnect solutions. The addition of Halo creates
exciting long-term growth opportunities for Amphenol,
particularly as data traffic grows rapidly across all of thecommunications infrastructure markets.

The Halo Technology acquisition adds exciting
high-technology solutions in fiber optic interconnect.
We also added five other wonderful companies last year.
In January 2021, we acquired Positronic, a U.S.-based
supplier of high-reliability, harsh environment connectors,
primarily to the military and commercial aerospace markets.
2021 ANNUAL REPORT 5

At the same time, we acquired El-Cab, a Poland-based
manufacturer of value-added cable assemblies for theindustrial market. In April, we acquired Unlimited Services,a U.S.-based supplier of value-added cable assemblies
primarily to the industrial market. During 2021 wealso added Euromicron, a Germany-based supplier ofhighly engineered fiber optic interconnect solutions forthe communications infrastructure markets as well as
Cabelcon, a Denmark-based designer and manufacturer ofhigh-technology connectors and interconnect assemblies
for the broadband market. In total, these seven acquisitions
representing approximately $830 million in annualized sales
brought a broad portfolio of exciting and complementaryinterconnect and sensor capabilities to our customers, while
adding outstanding entrepreneurial management teams to
the Amphenol family.
Ensuring the long-term sustainability of our business
Our people drive everything we do at Amphenol and are thebasis for our success and outperformance. A key hallmark of
our Amphenolian culture is that our people hold themselves
accountable for how their actions impact others, including
our customers and suppliers, their fellow Amphenolians andthe communities in which we operate. We are committed
to the well-being of our global team, which means providing
opportunities for our employees to continually develop, learn
and improve while also operating in a safe and rewarding
environment. Over the past two years, providing a safe
environment has been vital, as the vast majority of ournearly 90,000 global employees work in our factories anddo not have the option to work from home. We have taken
a number of actions to keep our employees safe during
the pandemic, including ensuring social distancing in ourfacilities using novel wearable devices, upgrading building
ventilation systems to improve fresh air intake and filtration,
providing face masks and offering free unlimited testing inmany locations around the world. In order to best protect ouremployees from the worst outcomes from the COVID-19
virus, we also encouraged and promoted vaccines during2021, with many of our facilities offering on-site vaccinations.

Amphenol is committed to minimizing our impact on
the environment.
6 AMPHENOL CORPORATIONWe also understand the importance of protecting andsupporting our communities. Amphenol is a global
company, but each of our operations is very local, with amanagement team and workforce that is largely drawn
from the surrounding communities. Our culture ofentrepreneurship means that our General Managers andtheir teams are empowered to make decisions about how
best to use their own resources to help their communities.
We highlight some of these actions and stories in our annual
Sustainability Report.
Supporting our communities also means taking actions
to minimize our impact on the environment. We remaincommitted to the long-term sustainability of our Company,
which means we must continue working to reduce our
impact on the planet. As further proof of this commitment,
we published our first Environmental Policy in 2021, which
provides the framework for our commitments to reduce
our environmental footprint. Some of our environmental
accomplishments in 2021 include finalizing our water risk
analysis of our global manufacturing facilities, adding to our
responsible minerals program, committing to increasing
our sourcing of renewable energy for our facilities andexpanding our screening of our Scope 3 greenhouse gas
emissions as we work toward increasing the impact of ourdecarbonization efforts.
Valuing the diversity of our business
Another key hallmark of Amphenol’s ongoing success andoutperformance is the diversity of our customers, ourend markets and our geographic footprint. This diversity
remains a key competitive advantage for the Company andis an important component of our strategy to mitigate risk.
Our diversity ensures that we are exposed to technologicalinnovations wherever they occur across the electronics
industry while insulating us from the risk of volatility fromany one end market.
The same is true for the diversity of our global workforce.
We support the fundamental rights of all people and arecommitted to fostering a culture of equity, inclusion andbelonging across our organization. We value and respectdifferences as we believe diverse perspectives andexperiences are the cornerstone of a high-performanceorganization. The diversity of our workforce mirrors ourglobal diversity. Geographically, our business is both global
and diverse, with 61% of our employees located in Asia,
23% in North America and 15% in Europe at the end of
2021. In the U.S., approximately 32% of our workforce
is ethnically diverse as reflected in our 2020 EEO-1
filing, which is published on the Sustainability page of our
website. Across Amphenol, women continue to represent
approximately half of our workforce and 28% of our coremanagement team.

Positioned to capitalize on our platform of strength
The past two years have been marked by many professional
and personal challenges for each of us. Throughout it
all, Amphenolians have risen to the challenge, delivering
outstanding financial performance and creating a platformof strength for our future growth. This platform of strengthis supported by the continued proliferation of electronics
across virtually every end market in which we operate. As
the world demands ever increasing levels of connectivity andperformance, our interconnect solutions are Enabling theElectronics Revolution, and I am confident that our teamwill be able to capitalize on the many growth opportunities
this revolution creates in the future. In particular, ourperformance has been supported by a number of key
long-term growth trends which include:• Clean and Efficient: Environmentally friendly and more
power efficient• Connected and Mobile: Always on and available anywhere• High Speed: Increased bandwidth, 5G capable and beyond• Increased Complexity: Multiple connections,interconnect, sensors and antennas• Harsh Environment: Ruggedized for extreme vibration,
temperature and pressure
As we move forward into our tenth decade as a company, ourglobal position with our customers as well as our scale andcapabilities are stronger than ever.

I want to thank all of the nearly 90,000 Amphenolians aroundthe world for their dedication, commitment and hard workin 2021. I continue to be humbled and excited to have theprivilege of leading such an amazing group of individuals.
Without them, we would not have been able to further build
on our financial strength, and deliver value to our customers,
partners, employees, communities and shareholders. While
there will no doubt be further challenges ahead, I remain
confident that the Amphenol organization will continue togenerate industry-leading performance long into the future.

R. Adam Norwitt
President and Chief Executive Officer

Refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of the Company’s Form 10-K included in this Annual Reportfor the definitions of non-GAAP financial measures such as Organic Net Sales Growth,
Adjusted Diluted EPS and Free Cash Flow, as well as reconciliations to their mostdirectly comparable U.S. GAAP financial measures. All data herein is reflective of the
March 4, 2021 two-for-one stock split.

Amphenol’s Executive Team including Division Presidents, as well as Group General Managers and selectHeadquarters employees, February 2022.

2021 ANNUAL REPORT 7

Enabling Electrification Across All Markets
Amphenol’s solutions are enabling the Electronics
Revolution across a wide variety of end markets andour diverse market exposure allows us to capitalize on
these opportunities wherever they may occur. Today, ourproducts are enabling the growth in electric vehicles, clean
energy solutions, 5G networks, cloud computing, artificial
intelligence, wearable devices, unmanned aerial vehicles, theInternet of Things both for consumers and companies, newairplane technologies and rural broadband rollouts, just to
name a few.
New technology advances across the military andcommercial aerospace markets are providing increased
opportunities for growth. As the leading provider ofinterconnect systems to the military market, Amphenol isbenefiting from these new opportunities, with one example
being unmanned aerial vehicles. While early unmannedsystems utilized legacy interconnect products, the newest
systems place a premium on small, lightweight and highspeed. In other new applications like high-speed avionics,
Amphenol’s product portfolio is perfectly suited for thehigh-speed, high-density demands of flight control systems,
both in military and commercial aircraft.

In the industrial markets, Amphenol’s interconnect
and sensor solutions are used in high-power andhigh-reliability applications to enable new technologies
including alternative and traditional energy generation,
electrified heavy equipment and factory automation. Our
high-reliability solutions are also helping support newadvances in the medical markets. During the pandemic,
Amphenol’s products were used in life-saving equipment likeventilators, thermometers to screen for fevers and critical
validation and monitoring assets used by the pharmaceuticalindustry to develop COVID-19 vaccines.

8 AMPHENOL CORPORATION

Amphenol’s advanced technology solutions for hybrid andelectric vehicles, as well as our electrification applicationsin the industrial markets, are helping to reduce emissions
and support a cleaner environment. Our e-mobility portfolio
combines the best of our interconnect, sensor, busbar andvalue-added cable assembly solutions. These products
support customers across a wide variety of applications
including the passenger and light vehicle, heavy equipment,
grid and local auxiliary storage, marine, space, rail, masstransit and aviation markets. From designing flex and sensor
harnesses on the battery pack, to interconnect acrossvehicle systems, we focus on providing safety features,
robust materials and innovative designs across a broad arrayof solutions.

Beyond vehicles, our products also support charging
infrastructure. We offer charging inlets, connectors andcable assemblies for the vehicle and charging post. Many of
our infrastructure products offer safety features like locking
mechanisms for the charging connectors and liquid-cooled
solutions to prevent overheating. Our unique offerings in allof these areas are helping create safer, more efficient andcleaner products for our customers.

the performance, availability and reliability of wirelesscommunication networks throughout the world. In addition,
our 5G solutions for mobile devices are designed to enable
these devices to support higher data speeds.

Amphenol is a world leader in providing high-technology
connectors and interconnect assemblies for a wide range ofindustries that enable the backbone of today’s internet. Our
customers range from data center providers to traditional
hardware manufacturers, all of whom are demanding
the highest speeds possible. With products that support
servers, storage, data centers and networking equipment,
our industry-leading high-speed and power products
play a critical role in enabling the continued expansionof bandwidth.

The move to 5G wireless networks creates significant
growth opportunities across virtually all of Amphenol’s end
markets. In the 5G infrastructure market, our solutions
span macro cellular networks, small cells and network
infrastructures, where our interconnect, fiber optic, cabinet
and enclosure, cable and antenna solutions help increase

While Amphenol’s mobile networks business will directly
benefit from the roll out of 5G wireless infrastructure,
the new use cases created by 5G technologies are also asignificant growth opportunity. In the automotive market,
5G will enable new technologies like connected vehicles andautonomous driving. In the medical market, remote surgery
applications create new opportunities for interconnect
solutions. Across a broad range of other industries, thecontinued proliferation of smart city infrastructures,
artificial intelligence, virtual training, real-time healthmonitoring and the growth in Internet of Things devices will
all be further enabled by 5G.

Given the increasing complexity and connectedness of theelectronics that facilitate our daily lives, our business iswell positioned for long-term, sustainable growth. These
opportunities span all of our end markets and our products
serve to accelerate these important global trends, many ofwhich help to ensure a more sustainable future.

Key Trends Driving Long-Term Growth

Clean &
Efficient

Connected& Mobile

High
Speed

Increased
Complexity

Harsh
Environment
2021 ANNUAL REPORT 9

Additional Financial Data

(dollars and shares in millions, except per share data)
Net sales by reportable business segment:Interconnect products and assemblies
Cable products and solutions

2021

As of and for the Year Ended December 31,
2020
2019
2018

2017

$10,430.9
445.4$10,876.3$8,229.9369.0$8,598.9$7,840.3
385.1$8,225.4$7,781.9
420.1$8,202.0$6,606.9
404.4$7,011.3$ 3,155.9
7,720.4$10,876.3$2,494.0
6,104.9$8,598.9$2,524.7
5,700.7$8,225.4$2,241.4
5,960.6$8,202.0$1,978.4
5,032.9$7,011.3

Operating income
Operating margin
Net income from continuing operations attributable to Amphenol Corporation
Net income from continuing operations per common share–diluted(6)Weighted average common shares outstanding-diluted(6)Backlog$ 2,105.1(1)19.4%(1)$ 1,569.4(1)$2.51(1)625.5$ 3,809.1$1,638.4(2)19.1%(2)$1,203.4(2)$ 1.96(2)615.0$2,380.4$1,619.2(3)19.7%(3)$1,155.0(3)$ 1.88(3)615.9$1,978.0$1,686.9(4)20.6%(4)$1,205.0(4)$ 1.93(4)625.2$1,719.9$1,427.6(5)20.4%(5)$ 650.5(5)$ 1.03(5)633.0$1,610.2

Cash, cash equivalents and short-term investments
Current and long-term debt

$ 1,241.4$ 4,799.9$1,738.1$3,866.5$ 908.6$3,606.7$1,291.7$3,570.7$1,753.7$3,542.6

Cash flow provided by operating activities from continuing operations (GAAP)
Capital expenditures (GAAP)
Proceeds from disposals of property, plant and equipment (GAAP)Free Cash Flow (non-GAAP)$ 1,523.9(360.4)
3.7$ 1,167.2$1,592.0(276.8)12.7$1,327.9$1,502.3(295.0)7.4$1,214.7$1,112.7(4)(310.6)
5.0$ 807.1(4)$1,144.2(226.6)
4.1$ 921.7

71
4.5X
3.1X
9.3X
85,266
599.1

72
4.5X
2.7X
8.2X
77,788
598.7

73
4.5X
4.0X
8.2X
73,844
595.7

73
4.9X
3.9X
9.4X
72,987
597.0

73
4.8X
2.3X
8.6X
65,438611.4

Net sales by geographic area:
United States
ForeignDays sales outstanding in accounts receivable
Inventory turnover
Working capital turnover
Fixed asset turnover
Average employees
Year-end common shares outstanding(6)All data in the table above and footnotes below are on a continuing operations basis only and exclude results associated with discontinued operations.
(1) 2021 operating income (GAAP) includes acquisition-related expenses of $70.4, comprised primarily of transaction, severance, restructuring and certain
non-cash purchase accounting costs related to the acquisition of MTS Systems Corporation in the second quarter of 2021, along with external transaction
costs and certain non-cash purchase accounting costs related to the acquisition of Halo Technology Limited in the fourth quarter of 2021. 2021 net income
from continuing operations attributable to Amphenol Corporation and net income from continuing operations per common share–diluted (GAAP) includes (a)excess tax benefits of $63.4 ($0.10 per share) related to stock-based compensation resulting from stock option exercises and (b) a discrete tax benefit of $14.9($0.02 per share) related to the settlement of uncertain tax positions in certain non-U.S. jurisdictions, partially offset by (c) the aforementioned acquisitionrelated expenses of $70.4 ($57.3 after-tax, or $0.09 per share). Excluding these effects, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net
Income from continuing operations attributable to Amphenol Corporation and adjusted net income from continuing operations per common share–diluted(“Adjusted Diluted EPS”), each non-GAAP financial measures as defined in Part II, Item 7 of the Company’s Form 10-K, were $2,175.5, 20.0%, $1,548.4 and$2.48, respectively, for the year ended December 31, 2021.
(2) 2020 operating income (GAAP) includes acquisition-related expenses of $11.5, comprised primarily of external transaction costs related to acquisitions thatwere announced or closed. 2020 net income attributable to Amphenol Corporation and net income per common share–diluted (GAAP) includes (a) excess
tax benefits of $42.8 ($0.07 per share) related to stock-based compensation resulting from stock option exercises and (b) a discrete tax benefit of $19.9($0.03 per share) related to the settlements of refund claims in a non-U.S. jurisdiction and the resulting adjustments to deferred taxes, partially offset by (c) the
aforementioned acquisition-related expenses of $11.5 ($10.7 after-tax, or $0.02 per share). Excluding these effects, Adjusted Operating Income (non-GAAP),
Adjusted Operating Margin (non-GAAP), Adjusted Net Income from continuing operations attributable to Amphenol Corporation (non-GAAP) and Adjusted
Diluted EPS (non-GAAP) were $1,649.9, 19.2%, $1,151.4 and $1.87, respectively, for the year ended December 31, 2020.
(3) 2019 operating income (GAAP) includes acquisition-related expenses of $25.4, comprised primarily of the amortization related to the value associated withacquired backlog from two acquisitions, with the remainder relating to external transaction costs. 2019 net income attributable to Amphenol Corporation andnet income per common share–diluted (GAAP) includes (a) excess tax benefits of $38.1 ($0.06 per share) related to stock-based compensation resulting fromstock option exercises, partially offset by (b) the aforementioned acquisition-related expenses of $25.4 ($21.0 after-tax, or $0.03 per share) and (c) refinancingrelated costs of $14.3 ($12.5 after-tax, or $0.02 per share) associated with the loss on early extinguishment of debt. Excluding these effects, Adjusted Operating
Income (non-GAAP), Adjusted Operating Margin (non-GAAP), Adjusted Net Income from continuing operations attributable to Amphenol Corporation(non-GAAP) and Adjusted Diluted EPS (non-GAAP) were $1,644.6, 20.0%, $1,150.4 and $1.87, respectively, for the year ended December 31, 2019.
(4) 2018 operating income (GAAP) includes acquisition-related expenses of $8.5, primarily relating to external transaction costs. 2018 net income attributable toAmphenol Corporation and net income per common share–diluted (GAAP) include (a) an income tax benefit of $14.5 ($0.02 per share), related to the completionof the accounting associated with the provisional income tax charge recorded in 2017 resulting from the enactment of the Tax Cuts and Jobs Act (“Tax Act”) and(b) excess tax benefits of $19.8 ($0.03 per share) related to stock-based compensation resulting from stock option exercises, partially offset by (c) the aforementioned
acquisition-related expenses of $8.5 ($7.2 after-tax, or $0.01 per share). Excluding these effects, Adjusted Operating Income (non-GAAP), Adjusted Operating
Margin (non-GAAP), Adjusted Net Income from continuing operations attributable to Amphenol Corporation (non-GAAP) and Adjusted Diluted EPS (non-GAAP)
were $1,695.4, 20.7%, $1,177.9 and $1.88, respectively, for the year ended December 31, 2018. Cash flow provided by operating activities and Free Cash Flow for 2018
include the Company’s voluntary cash contribution of approximately $81.0 in the first quarter of 2018 to fund our U.S. defined benefit pension plans.
(5) 2017 operating income (GAAP) includes acquisition-related expenses of $4.0, primarily relating to external transaction costs associated with 2017acquisitions. 2017 net income attributable to Amphenol Corporation and net income per common share–diluted (GAAP) include (a) a provisional income
tax charge of $398.5 ($0.63 per share), related to the Tax Act, which represented our estimate of taxes arising from the implementation of a modified
territorial tax regime and the deemed and intended repatriation of prior accumulated unremitted earnings of foreign subsidiaries, partially offset by the tax
benefit associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction and (b) the
aforementioned acquisition-related expenses of $4.0 ($3.7 after-tax, or $0.01 per share), partially offset by (c) excess tax benefits of $66.6 ($0.11 per share)
related to stock-based compensation resulting from stock option exercises. Excluding these effects, Adjusted Operating Income (non-GAAP), Adjusted
Operating Margin (non-GAAP), Adjusted Net Income from continuing operations attributable to Amphenol Corporation (non-GAAP) and Adjusted Diluted
EPS (non-GAAP) were $1,431.6, 20.4%, $986.1 and $1.56, respectively, for the year ended December 31, 2017.
(6) On January 27, 2021, the Company announced that its Board of Directors approved a two-for-one split of the Company’s common stock. The stock split was
effected in the form of a stock dividend paid to shareholders of record as of the close of business on February 16, 2021. The additional shares were distributedon March 4, 2021. All share and per share data for all periods presented above and in the Annual Report on Form 10-K have been adjusted to reflect the stock
split. Refer to the Company’s Form 10-K included in this Annual Report for further discussion of the stock split.
Note: For definitions of non-GAAP financial measures and reconciliations to their most directly comparable U.S. GAAP financial measures for the years ended
December 31, 2021, 2020 and 2019, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of theCompany’s Form 10-K for the year ended December 31, 2021, included in this Annual Report.
10 AMPHENOL CORPORATIONUNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the Fiscal Year Ended December 31, 2021
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the transition period fromtoCommission file number: 1-10879

AMPHENOL CORPORATION(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

22-2785165(I.R.S. Employer Identification No.)358 Hall Avenue, Wallingford, Connecticut 06492(Address of principal executive offices)203-265-8900(Registrant’s telephone number, including area code)
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

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer 
Non-accelerated Filer 

Accelerated Filer 
Smaller Reporting Company ☐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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No 
As of June 30, 2021, the aggregate market value of Amphenol Corporation Class A Common Stock (based upon the closing price of such stockon the New York Stock Exchange) held by non-affiliates was approximately $36,303 million.
As of January 31, 2022, the total number of shares outstanding of Registrant’s Class A Common Stock was 598,939,773.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement, which is expected to be filed within 120 days following the end of the fiscal year coveredby this report, are incorporated by reference into Part III hereof.

INDEX

Page

PART I
Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COVID-19 Pandemic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customers and Geographies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Backlog and Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Human Capital Management and Our Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15. Exhibit and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

2
2
5
5
6
9
9
10
10
11
11
11
11
12
13
13
13
14
23
24
24
24
25
26
27
47
49
49
51
52
53
54
55
56
94
94
94
95
96
96
96
96
96
97
99
101
101

Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (“Annual Report”) includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are
based on our management’s assumptions and beliefs about future events or circumstances using information currently
available, and as a result, they are subject to risks and uncertainties. Forward-looking statements address events ordevelopments that Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,”or “us”) expects or believes may or will occur in the future. These forward-looking statements, which address theCompany’s expected business and financial performance and financial condition, among other matters, may containwords and terms such as: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,”“intend,” “look ahead,” “may,” “ongoing,” “optimistic,” “plan,” “potential,” “predict,” “project,” “seek,”“should,” “target,” “will” 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, effective tax rate or other matters, together with any forward-looking
statements related in any way to the coronavirus (“COVID-19”) pandemic, including its future impact on the Company.
Although the Company believes the expectations reflected in all forward-looking statements, including those with regards toexpected earnings, revenues, growth, liquidity, the Company’s effective tax rate, and other matters discussed herein, are based
upon reasonable assumptions, the expectations may not be attained or there may be material deviation. Readers and investors
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they
are made. There are risks and uncertainties that could cause actual results to differ materially from these forward-looking
statements. A description of some of these uncertainties and other risks is set forth under the caption “Risk Factors” in Part I,
Item 1A and elsewhere in this Annual Report, as well as other reports filed with the Securities and Exchange Commission(“SEC”), including but not limited to Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. There may be otherrisks and uncertainties not identified in these documents that we either currently do not expect to have an adverse effect on ourbusiness or that we are unable to predict or identify at the time of this Annual Report. Our forward-looking statements may
also be impacted by, among other things, future tax law changes that may arise in any of the jurisdictions in which we operate
as well as changes in interpretive guidance under the Department of Treasury’s interpretive guidance initiatives.
The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

PART I
Item 1. Business
GeneralAmphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic
and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and highspeed specialty cable. The Company estimates, based on reports of industry analysts, that worldwide sales ofinterconnect and sensor-related products were approximately $215 billion in 2021.
Certain predecessor businesses of the Company were founded in 1932, and the Company was incorporated under
the laws of the State of Delaware in 1986. The Company’s Class A Common Stock (“Common Stock”) began tradingon the New York Stock Exchange in 1991.
The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of
products and a high level of service on a worldwide basis, while maintaining continuing programs of productivity
improvement and cost control. Through December 31, 2021, the Company operated through two reporting segments:(i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Interconnect Products andAssemblies segment primarily designed, manufactured and marketed 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. Interconnect products include connectors which, when attached to an electrical, electronic or fiber
optic cable, a printed circuit board or other device, facilitate transmission of power or signals. Value-add systems
generally consist of a system of cable, flexible circuits or printed circuit boards and connectors, antennas or sensors forlinking electronic equipment. The Cable Products and Solutions segment primarily designed, manufactured andmarketed 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.

2The table below provides a summary of our reporting segments as of December 31, 2021, the 2021 net sales
contribution of each segment, the primary end markets that we serviced and our key products in each segment:
Reporting Segment% of 2021 Net Sales:

Primary End Markets

Key Products

•
•
•
•
•
•
•
•

Interconnect Products and Assemblies

Cable Products and Solutions

96%

4%

Automotive
Broadband Communications
Commercial Aerospace
Industrial
Information Technology and Data Communications
Military
Mobile Devices
Mobile Networks

Connector and Connector Systems:• fiber optic interconnect products• harsh environment interconnect products• high-speed interconnect products• power interconnect products, busbars and distribution
systems• radio frequency interconnect products and antennas• other connectors
Sensors and Sensor-based Products:• gas and moisture• level• position• pressure• temperature• vibration

Automotive
Broadband Communications
Industrial
Information Technology and Data
Communications• Mobile Networks••••

Cable:• coaxial cable• power cable• specialty cable
Value-Add Products:• cable assemblies
Components:• combiner/splitter products• connector and connector systems• fiber optic components

Value-Add Products:• backplane interconnect systems• cable assemblies and harnesses• cable management products
Other:• antennas• flexible and rigid printed circuit boards• hinges• molded parts• production-related products

Information regarding the Company’s operations and assets by reporting segment, as well as the Company’s net
sales and long-lived assets by geographic area, appears in Note 14 of the Notes to Consolidated Financial Statements.
New Reportable Business Segments effective January 1, 2022
Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable businesssegments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems.
This new alignment replaces our historic reportable business segments. All businesses previously reported in theInterconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments.
All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our
newly formed Communications Solutions segment. This new alignment reinforces the Company’s entrepreneurial
culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of3

Amphenol’s business for the future. A description of each of our newly formed reportable business segments is asfollows:• Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures andmarkets a broad range of ruggedized interconnect products, including connectors and interconnect systems,
printed circuits and printed circuit assemblies and other products.
• Communications Solutions – the Communications Solutions segment designs, manufactures and markets a
broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber
optic and other products, together with antennas.
• Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures andmarkets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems.
The following table provides a summary of the end markets that we service and our key products within each of thethree new reportable business segments:
Reporting Segment

End Markets

Key Products

Harsh Environment Solutions

Automotive
Commercial Aerospace
Industrial
Information Technology andData Communications• Military• Mobile Networks

•
•
•
•

Connectors and Connector Systems:• harsh environment data, power,
fiber optic and radio frequency
interconnect products• other connectors
Value-Add Products:• backplane interconnect systems• cable assemblies and harnesses• cable management products
Other:• flexible and rigid printed circuitboardsCommunications Solutions

Automotive
Broadband Communications
Commercial Aerospace
Industrial
Information Technology andData Communications• Military• Mobile Devices• Mobile Networks

•
•
•
•
•

Connectors and Connector Systems:• fiber optic interconnect products• high-speed interconnect products• radio frequency interconnect
products• other connectors
Value-Add Products:• cable assemblies and harnesses
Antennas:• consumer device antennas• network infrastructure antennas• other antennas
Cable:• coaxial, power and specialty
cable
Other:• hinges and other mechanicalproducts• production-related productsInterconnect and Sensor Systems

Automotive
Commercial Aerospace
Industrial
Information Technology andData Communications• Military• Mobile Networks

•
•
•
•

Connectors and Connector Systems:• busbars and power distribution
systems• power interconnect products• other connectors
Value-Add Products:• backplane interconnect
systems• cable assemblies andharnesses
Sensors and Sensor-based Products:• force• gas and moisture• level• position• pressure• temperature• vibration

In conjunction with the new alignment of our business, the Company appointed three new segment managers to lead
their respective reportable business segments, each reporting directly to the Company’s Chief Executive Officer. The
Company will begin reporting its new reportable segments in connection with its Quarterly Report on Form 10-Q for thequarterly period ending March 31, 2022, including the recasting of relevant prior year period segment information forconformity of presentation. For further details related to the Company’s change in its reportable business segments
effective in the first quarter of 2022, refer to Note 16 of the Notes to Consolidated Financial Statements, included in Part
II, Item 8. Financial Statements and Supplementary Data of this Annual Report, which is incorporated herein byreference.

4

COVID-19 Pandemic
The COVID-19 pandemic has affected our offices and manufacturing facilities throughout the world, as well as thefacilities of our suppliers, customers and our customers’ contract manufacturers. The COVID-19 pandemic caused
widespread disruptions to our Company during the first half of 2020, and to a lesser extent, those disruptions continued
during the second half of 2020 and throughout all of 2021. As of December 31, 2021, we continue to experience some
disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron variant, we expect those
disruptions to continue into 2022 and potentially beyond. These disruptions have included and may continue to include
government regulations that inhibit our ability to operate certain of our facilities in the ordinary course, travel
restrictions, supplier constraints, supply-chain interruptions, logistics challenges and limitations, labor disruptions andreduced demand from certain customers. During 2021 and into 2022, there have been resurgences in COVID-19 cases
in several regions around the world, particularly related to new variant strains, including Delta and Omicron. The extent
to which the COVID-19 pandemic will continue to impact our business and financial results going forward will bedependent on future developments such as the length and severity of the crisis, the impact of the recent resurgence of thecrisis due to the Omicron variant, as well as any additional future resurgences from known or new variants, future
government regulations and actions in response to the crisis, the timing, availability, effectiveness and adoption rates ofvaccines and treatments, and the overall impact of the COVID-19 pandemic on the global economy and capital markets,among many other factors, all of which remain highly uncertain and unpredictable. In addition, the COVID-19
pandemic could impact the health of our management team and other employees. Given these uncertainties, we expect
the pandemic to continue to have an impact on our business, operations, financial condition, liquidity and results ofoperations in 2022 and potentially beyond. There can be no assurance that the COVID-19 pandemic will not have amaterial and adverse effect on our business, operations, financial condition, liquidity and results of operations in the
future. For a discussion of certain risks related to the COVID-19 pandemic, refer to the risk factor titled “We facesignificant risks related to adverse public health developments, including epidemics and pandemics such as the
COVID-19 pandemic” in Part I, Item 1A. Risk Factors herein. For a discussion of the financial impact of the COVID-19
pandemic on our business, operations, financial condition, liquidity and results of operations, refer to Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Our Strategy
The Company’s overall strategy is to provide its customers with comprehensive design capabilities, a broad
selection of products and a high level of service on a worldwide basis, while maintaining continuing programs of
productivity improvement and cost control. Specifically, our business strategy is as follows:• Pursue broad market diversification - The Company constantly strives to increase the diversity of its markets,
customers, applications and products. Due to the tremendous variety of opportunities in the electronics industry,
management believes that it is important to ensure participation wherever significant growth opportunities areavailable. This diversification positions us to proliferate our technologies across the broadest array ofopportunities and reduces our exposure to any particular market, thereby reducing the variability of our financial
performance. An overview of the Company’s market and product participation is described under “Markets”.
• Develop high-technology performance-enhancing solutions - The Company seeks to expand the scope andnumber of its preferred supplier relationships with customers across its diverse end markets. The Company works
closely with its customers at the design stage to create and manufacture innovative solutions. These products
generally have higher value-added content than other interconnect, antenna and sensor products, and have beendeveloped across the Company’s markets. The Company is focused on technology leadership in the interconnect
areas of radio frequency, power, harsh environment, high-speed and fiber optics, as well as antennas and sensors,
as it views these technology areas to be of particular importance to our global customer base.
• Expand global presence - The Company is continually expanding its global manufacturing, engineering, sales andservice operations to better serve its existing customer base, penetrate developing markets and establish newcustomer relationships. As the Company’s global customers have grown their international operations to accessdeveloping world markets and lower manufacturing costs in certain regions, the Company is continuing to expand
its international footprint in order to provide real-time capabilities to these customers. The majority of theCompany’s international operations have broad capabilities, including new product development. The Company
is also able to take advantage of the lower manufacturing costs in some regions, and has established low-cost
manufacturing and assembly facilities around the world.
• Control costs - The Company recognizes the importance in today’s global marketplace of maintaining acompetitive cost structure. Innovation, product quality and performance and comprehensive customer service

5are not mutually exclusive with controlling costs. Controlling costs is part of a mindset. It is having thediscipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible torespond to changes in the marketplace, dealing with suppliers and vendors in a fair but prudent way to ensure areasonable cost for materials and services and creating a mindset where managers manage the Company’s assets
as if they were their own. This mindset was particularly important in 2021, as inflationary pressures and supply
chain challenges accelerated.
• Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates ishighly fragmented and continues to provide significant opportunities for strategic acquisitions. Accordingly, we
continue to pursue acquisitions of high potential companies with strong management teams that complement ourexisting business while further expanding our product lines, technological capabilities and geographic presence.
Furthermore, we seek to enhance the performance of acquired companies by leveraging Amphenol’s position withcustomers across our diverse end markets, our leading technologies and our access to low-cost manufacturing
around the world. In 2021, the Company invested approximately $1.5 billion (net of the proceeds received fromthe divestiture of MTS Systems Corporation’s (“MTS”) Test & Simulation business in December 2021) to fundseven acquisitions, including the acquisitions of MTS’s Sensors business in April 2021 and Halo Technology
Limited (“Halo”) in December 2021. In 2020, the Company invested approximately $50 million to fund two
acquisitions. Our acquisitions in 2021 and 2020 have strengthened our customer base and product offerings inmany of our end markets.
• Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear
income statement and balance sheet responsibility in a flat organizational structure. Each general manager is
incented to grow and develop his or her business and to think entrepreneurially in providing innovative, timely
and cost-effective solutions to customer needs. In addition, Amphenol’s general managers have access to theresources of the larger organization and are encouraged to work collaboratively with their peers throughout theCompany to meet the needs of the expanding marketplace and to achieve common goals. As the Company has
grown, we have preserved this unique culture of entrepreneurship by ensuring that our executive organization caneffectively drive the performance of and collaboration among our global general managers. The alignment of theCompany’s businesses into three newly formed Divisions, which will represent the newly formed reportablesegments effective January 1, 2022, is another step in enhancing the scalability of the Company’s entrepreneurialorganization.
Markets
The Company sells products to customers in a diversified set of end markets. For a discussion of certain risks
related to the Company’s markets, refer to the subsection titled “Risks related to our end markets” included in Part I,
Item 1A. Risk Factors herein.
Automotive - Amphenol is a leading supplier of advanced interconnect systems, sensors and antennas for a
growing array of automotive applications. In addition, Amphenol has developed advanced technology solutions forhybrid and electric vehicles and is working with leading global customers to proliferate these advanced interconnect
products into next-generation automobiles. Sales into the automotive market represented approximately 20% of theCompany’s net sales in 2021, with sales into the following primary end applications:• antennas• charging stations• electric vehicles• engine management and control• exhaust monitoring and cleaning• hybrid vehicles• infotainment and communications• lighting• passenger connectivity• power management• safety and security systems• sensing systems• telematics systems• transmission systems

6

Broadband Communications - Amphenol is a world leader in broadband communication products for cable,
satellite and telecommunications-based video and data networks, with industry-leading engineering, design andmanufacturing expertise. The Company offers a wide range of products to service the broadband market, including
customer premises and distribution cable, connectors and value-add interconnect products, passive components, active
and passive fiber optic interconnect components, as well as interconnect products integrated into headend equipment.
Sales into the broadband communications market represented approximately 4% of the Company’s net sales in 2021,
with sales into the following primary end applications:• cable, satellite and telecommunications networks• customer premises equipment• high-speed internet hardware• network switching equipment• satellite interface devices• set-top boxes
Commercial Aerospace - Amphenol is a leading provider of high-performance interconnect systems andcomponents to the commercial aerospace market. In addition to connector and interconnect assembly products, theCompany also provides rigid and flexible printed circuits, high-technology cable management products as well as
sensors. Our products are specifically designed to operate in the harsh environments of commercial aerospace, while
also providing substantial weight reduction, simplified installation and/or minimal maintenance. Sales into thecommercial aerospace market represented approximately 2% of the Company’s net sales in 2021, with sales into thefollowing primary end applications:• aircraft and airframe power distribution• avionics• controls and instrumentation• engines• in-flight entertainment• in-flight internet connectivity• lighting and control systems• wire bundling and cable management
Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performanceinterconnect systems, sensors and antennas for a broad range of industrial applications. Amphenol’s core competencies
include application-specific industrial interconnect solutions utilizing integrated assemblies, including with both cableand flexible printed circuits, as well as high-power interconnects requiring advanced engineering and system integration.
In particular, our innovative solutions facilitate the increasing demands of embedded computing, power distribution andelectrification within industrial applications. Sales into the industrial market represented approximately 25% of theCompany’s net sales in 2021, with sales into the following primary end applications:• agriculture equipment• alternative and traditional energy generation• batteries and hybrid drive systems• entertainment• factory and machine tool automation• heavy equipment• instrumentation• internet of things• LED lighting• marine• medical equipment• oil and gas• power distribution• public safety• rail mass transit• smart manufacturing• transportation

7

Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions
to designers, manufacturers and operators of internet-enabling systems. With our industry-leading high-speed, power
and active and passive fiber optic interconnect technologies, together with superior simulation and testing capability andcost effectiveness, Amphenol is a market leader in interconnect development for the information technology (“IT”) anddatacom market. Whether industry standard or application-specific designs are required, Amphenol provides customers
with products that enable performance at the leading edge of next-generation, high-speed, power and fiber optic
technologies. Sales into the IT and datacom market represented approximately 21% of the Company’s net sales in 2021,
with sales into the following primary end applications:• cloud computing and data centers• gaming systems• internet appliances• networking equipment• servers• storage systems• transmission• web service providers
Military - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect
systems for harsh environment military applications. Such products require superior performance and reliability underconditions of stress and in hostile environments such as vibration, pressure, humidity, radiation and rapid and severe
temperature changes. Amphenol provides an unparalleled product breadth, from military specification connectors tocustomized high-speed board level interconnects; from flexible to rigid printed circuit boards; from backplane systems tocompletely integrated assemblies; and from sensors to sensor-based systems. Amphenol is a technology leader,
participating in major programs from the earliest inception across each phase of the production cycle. Sales into themilitary market represented approximately 11% of the Company’s net sales in 2021, with sales into the following
primary end applications:• avionics• communications• engines• ground vehicles and tanks• homeland security• naval• ordnance and missile systems• radar systems• rotorcraft• satellite and space programs• unmanned aerial vehicles
Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas
and electromechanical components found in a wide array of mobile computing devices. Amphenol’s capability forhigh-volume production of these technically demanding, miniaturized products, combined with our speed of new
product introduction, are critical drivers of the Company’s long-term success in this market. Sales into the mobile
devices market represented approximately 12% of the Company’s net sales in 2021, with sales into the following
primary end applications:• consumer electronics• mobile and smart phones, including accessories• mobile computing devices, including laptops, tablets and e-readers• production-related products• wearable and hearable devices

8

Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks market
and offers a wide product portfolio, including antennas, connectors and interconnect systems. The Company’s products
are used in current and next generation wireless communications standards, including in 5G networks. In addition, theCompany works with service providers around the world to offer an array of antennas and installation-related site
solution interconnect products. Sales into the mobile networks market represented approximately 5% of the Company’s
net sales in 2021, with sales into the following primary end applications:• antenna systems• base stations• core network controllers• distributed antenna systems (DAS)• mobile switches• radio links• small cells
Customers and Geographies
The Company manufactures and sells a broad portfolio of products on a global basis to customers in a wide variety
of industries. Our customers include many of the leaders in their respective industries, and our relationships with themtypically date back many years. We believe that our diversified customer base provides us with the opportunity toleverage our skills and experience across markets and reduces our exposure to particular end markets. Additionally, we
believe that the diversity of our customer base is an important asset of the Company.
A trend among customers has been to consolidate their lists of qualified suppliers to companies that have the ability
to meet certain technical, quality, delivery and other standards while maintaining competitive prices. The Company has
positioned its global resources to compete effectively in this environment. As an industry leader, the Company has
established close working relationships with many of its customers on a global basis. These relationships allow the
Company to better anticipate and respond to these customer needs when designing new products and new technicalsolutions. By working with customers to develop new products and technologies, the Company is able to identify andact on trends and leverage knowledge about next-generation technology across our portfolio of products. In addition, theCompany has concentrated its efforts on service, procurement and manufacturing improvements designed to increase
product quality and performance and lower product lead-time and cost. For a discussion of certain risks related to theCompany’s sales, refer to the subsection titled “Risks related to our end markets” included in Part I, Item 1A. Risk
Factors herein.
The Company’s products are sold to thousands of original equipment manufacturers (“OEMs”) in numerous
countries throughout the world. The Company’s products are also sold to electronic manufacturing services (“EMS”)
companies, to original design manufacturers (“ODMs”) and to service providers, including telecommunications network
service providers and web service providers. No single customer accounted for 10% or more of the Company’s net sales
for the year ended December 31, 2021. During the year ended December 31, 2020, aggregate sales to the Company’s
largest customer accounted for approximately 11% of our net sales.
The Company sells its products through its own global sales force, independent representatives and a global networkof electronics distributors. The Company’s sales to distributors represented approximately 17% and 16% of theCompany’s net sales in 2021 and 2020, respectively. In addition to product design teams and collaborative initiatives
with customers, the Company uses key account managers to manage certain customer relationships on a global basis sothat it can bring to bear its total resources to meet the worldwide needs of its multinational customers.
Manufacturing
The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping,
plating, turning, computer numerical control (“CNC”) machining, 3D printing, extruding, die casting and assembly
operations and proprietary process technology for specialty and coaxial cable production, antenna and sensor fabrication.
Outsourcing of certain manufacturing processes is used when cost-effective. Substantially all of the Company’s
manufacturing facilities operate under certification to management system standards of globally recognized, industry
certification organizations. Our facilities are primarily certified to quality management systems, primarily ISO9001, butalso may include ISO13485, AS9100, and IATF16949. In addition, approximately half of our facilities are also certified
to environmental or occupational health and safety management systems, including ISO14001 and ISO45001.

9

The Company’s manufacturing facilities are generally vertically integrated operations from the initial design stage
through final design and manufacturing. The Company designs, manufactures and assembles its products at facilities inapproximately 40 countries around the world. Our global coverage positions us near many of our customers’ locations
and allows us to assist them in consolidating their supply base and lowering their production and logistics costs. In
addition, the Company generally relies on local general management in every region, which we believe creates a strong
degree of organizational stability and operational agility, as well as a deeper understanding of local markets. We believe
our balanced geographic distribution lowers our exposure to particular geographies. In particular, during the COVID-19
pandemic, we were generally able to support our customers even if pandemic-related restrictions were adopted in any
given country. The Company believes that its global presence is an important competitive advantage, as it allows theCompany to provide quality products on a timely and worldwide basis to its multinational customers.
The Company employs a global manufacturing strategy to ensure proximity and reliable service to customers, while
also lowering production and logistics costs. The Company’s strategy is to maintain strong cost controls in its
manufacturing and assembly operations. The Company is continually evaluating and adjusting its expense levels andworkforce to reflect current business conditions and attempting to maximize operating profitability as well as the returnon capital investments. The Company sources its products on a worldwide basis. To better serve certain high-volume
customers, the Company has established certain facilities near these major customers. The Company seeks to position
its manufacturing and assembly facilities in order to serve local markets while coordinating, as appropriate, productdesign and manufacturing responsibility with the Company’s other operations around the world. For a discussion ofcertain risks related to the Company’s foreign operations, refer to the subsection titled “Risks related to our global
operations” included in Part I, Item 1A. Risk Factors herein.
Research and Development
The Company’s product development strategy is to rely on product design teams at each of our operating units
around the world working collaboratively with customers, which often results in the Company obtaining approved
vendor status for its customers’ new products and programs. The Company generally focuses its research anddevelopment efforts primarily on those product areas that it believes have the potential for broad market applications andsignificant sales within a one- to three-year period. The Company seeks to have its products become widely acceptedwithin the industry for similar applications and products manufactured by other potential customers, which the Company
believes will provide additional sources of future revenue. At the end of 2021, our research, development, andengineering efforts, which relate to the creation of new and improved products and processes, were supported byapproximately 3,500 of our employees and were performed primarily by individual operating units focused on specificmarkets and product technologies.
Intellectual Property
Patents and other proprietary rights are important to our business. We own a significant portfolio of patents thatprincipally relate to mechanical, electrical, optical and electronic features of connector, antenna and sensor products. We
also own a portfolio of trademarks and are a licensee of various patents and trademarks. Patents for individual products
extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various
countries where patent protection is obtained. Trademark rights may potentially extend for longer periods of time and are
dependent upon the laws of various jurisdictions and the use of the trademarks.
We also rely upon trade secrets, manufacturing know-how, continuing technological innovations and licensing
opportunities to maintain and improve our competitive position. We review third-party proprietary rights, including
patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid
infringement of third-party proprietary rights, identify licensing opportunities and monitor the intellectual property
claims of others.
From time to time, the Company is involved in disputes with third parties regarding the Company’s or such third
party’s intellectual property assets, particularly patents. While we consider our patents and trademarks to be valuableassets, we do not believe that our competitive position or our operations are dependent upon or would be materially
impacted by the loss of any single patent or group of related patents, or by a third party’s successful enforcement of its
patents against us or any of our products. For a discussion of certain risks related to the Company’s intellectual
property, refer to the risk factor titled “We may experience difficulties in enforcing our intellectual property rights, which
could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights ofothers” in Part I, Item 1A. Risk Factors herein.

10

Raw Materials
The Company purchases a wide variety of raw materials for the manufacture of its products, including (i) precious
metals such as gold, silver and palladium, (ii) aluminum, steel, copper, titanium and metal alloy products and (iii) plastic
materials. The Company also purchases a wide variety of mechanical and electronic components for the manufacturingof its products. Such raw materials and components are generally available throughout the world and are purchased
locally from a variety of suppliers. The Company is generally not dependent upon any one source for raw materials orcomponents or, if one source is used, the Company generally attempts to protect itself through long-term supply
agreements. From time to time, the Company may encounter difficulties in obtaining certain raw materials orcomponents necessary for production due to supply chain constraints and logistical challenges, which may also
negatively impact the pricing of materials and components sourced or used by the Company. While the Company does
not currently anticipate any significant, broad-based difficulties in obtaining raw materials or components necessary for
production, beginning in 2021 and into 2022, there have been supply chain and logistical challenges that have impacted
the global economy, including our Company, and have caused supply constraints and commodity price increases oncertain raw materials and components used by the Company in production, as well as lower availability of, and increased
prices for, freight and logistics, including air, sea and ground freight. Consequently, the Company may experience
supply shortages for discrete raw materials or components in the future, which could be further exacerbated by increased
commodity prices and additional inflation. For a discussion of certain risks related to the availability of and dependence
on raw materials and components, refer to the risk factor titled “The Company and certain of its suppliers and customers
are experiencing difficulties obtaining certain raw materials and components, and the cost of most of the Company’s
raw materials and components is increasing” in Part I, Item 1A. Risk Factors herein. Information regarding ourobligations related to commitments to purchase certain goods and services is disclosed in Note 15 of the Notes toConsolidated Financial Statements.
Competition
The Company encounters competition in substantially all areas of its business. The Company competes primarily on
the basis of technology innovation, product quality and performance, price, customer service and delivery time. Primary
competitors include Aptiv, Belden, Carlisle, Commscope, Eaton, Foxconn, Hirose, HUBER+SUHNER, ICT Luxshare,
JAE, Jonhon, JST, Molex, Radiall, Rosenberger, Sensata, TE Connectivity, Yazaki and 3M, among others. In addition,
the Company competes with a large number of smaller companies who compete in specific geographies, markets or
products. For a discussion of certain risks related to competition, refer to the risk factor titled “The Company encounterscompetition in substantially all areas of our business” in Part I, Item 1A. Risk Factors herein.
Backlog and Seasonality
The Company estimates that its backlog of unfilled firm orders as of December 31, 2021 was approximately $3.809
billion compared with backlog of approximately $2.380 billion as of December 31, 2020. The increase in the
Company’s backlog was related to the significant sales increase, the addition of seven acquired companies, as well as theimpact of certain customers placing longer lead-time orders due to the wide array of supply chain constraints occurringin many industries in 2021. Orders typically fluctuate from quarter to quarter based on customer demand and generalbusiness conditions. Unfilled orders may generally be cancelled prior to shipment of goods. It is expected that all or asubstantial portion of the backlog will be filled within the next 12 months. Significant elements of the Company’sbusiness, such as sales to the communications-related markets (including wireless communications, information
technology and data communications and broadband communications) and sales to distributors, generally have short leadtimes. Therefore, backlog may not be indicative of future demand. Generally, the Company does not experiencesignificant seasonality in its business, although historically, the strongest quarters have typically been the last twoquarters of our fiscal year.
Sustainability
At Amphenol, we believe that making sustainable business choices, building strong relationships with our
stakeholders and engaging in good corporate governance create long-term value for our Company. Whether throughminimizing our and our partners’ environmental footprint, following humane labor practices, supporting thedevelopment and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to
our communities, we have always believed that it is not just good stewardship, but good business to focus on the longterm sustainability of Amphenol. Throughout Amphenol, we have a shared commitment to create life-changing
innovations and products which enable technologies that improve the lives of people around the world, all while11

supporting the well-being of our employees and communities and doing our part to sustain the precious health of ourplanet.
Our latest 2020 Sustainability Report is available at https://amphenol.com/sustainability. This report discusses
our approach and progress on the environmental, social and governance (“ESG”) issues most significant to our business,
including ESG-related strategies, programs, goals and metrics that demonstrate our commitment to all of our
stakeholders. Information included in our 2020 Sustainability Report is not incorporated by reference in, and does notform part of, this Annual Report. Our 2021 Sustainability Report is expected to be released during the second quarter of2022.
Human Capital Management and Our Culture
The Company’s success is closely tied to the capability, adaptability and accountability of our diverse, globalorganization. One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial
management culture. Each of our general managers operates in a flat organizational structure and is incented to grow anddevelop their business, with the support of the resources of the larger organization. We believe this structure, withapproximately 130 general managers running unique, independent businesses, creates an environment and culture where
each of our general managers has a more direct link to the success of their individual businesses and a more personalconnection to the employees they oversee and the communities in which they operate.
As of December 31, 2021, the Company had approximately 90,000 employees worldwide, of which approximately
10,000 are located in the United States. Approximately 10% of Amphenol’s U.S. workforce is represented by anindependent trade union or covered by collective bargaining. The Company believes that it has a good relationship withboth its unionized and non-unionized employees.
Governance and Culture – Our Board of Directors (the “Board”) is actively involved in overseeing the Company’s
employee-related strategies and practices as well as the Company’s culture and ESG initiatives. This oversight isconducted both directly and through certain of the Board’s committees. At each of its regularly scheduled quarterly
meetings, the Board reviews changes in key personnel and, multiple times a year, meets with management to discussvarious human resources related topics, including talent development, succession planning, diversity, equity andinclusion initiatives, compensation and culture. We believe the Company’s culture has been a critical component of theCompany’s success and reinforcing that culture is a key responsibility of our executive management.
Diversity, Equity and Inclusion – Amphenol is committed to workplace diversity and fostering a culture of equity,
inclusion and belonging across our organization. Our business spans the globe and the employees in our facilities reflect
the diversity of our geographic footprint. At Amphenol, we promote and maintain a culture of respect and appreciationof differences in our employees. The Company generally relies on local general management in every region, which we
believe creates a strong degree of organizational stability and a deep commitment to our people and the local
community. A key hallmark of our structure is our entrepreneurial culture that creates clear accountability for each of
our general managers, who are our key business leaders. Our core management team is comprised of these generalmanagers, as well as their controllers and our executive team. Women represented 28% of this core management team at
the end of 2021. Of our total employees worldwide, approximately half are women.
Health, Safety and Well-being – We believe that the protection of our employees is a moral obligation. In addition,
the safety and well-being of our employees is critical to the successful operation of our business. Our health and safety
activities are overseen by our corporate environmental, health, safety and sustainability leadership team and are managed
by our local teams, who coordinate on-site safety programs, resources, reporting and training in our facilities. We believethat this model of coaching and tracking at the corporate level, but administering at the facility level, has allowed us toprovide training and supervision that better fits the local needs of each of our workforces. Throughout the ongoing
COVID-19 pandemic, we have taken significant actions to protect the physical and mental health and well-being of ouremployees throughout the world, including, in particular, those employees who work in our factories. These actions
have included adopting mask requirements, creating social distancing in our factories, upgrading air handling systems to
install anti-viral filtration systems, as well as encouraging, enabling and, in certain geographies, requiring employees tobe vaccinated against COVID-19. During more significant localized outbreaks of COVID-19, we have also enabled andencouraged certain employees to work from home, when possible and appropriate, and have taken an integrated
approach to helping our employees optimally manage their work and personal responsibilities.
Compensation and Benefits – The Company is focused on providing our employees around the world equitable andcompetitive compensation and benefits. In the U.S., in addition to competitive compensation, the Company maintains

12various employee benefits such as health and related insurance, retirement savings programs and health savings andflexible spending accounts. Outside the U.S., we maintain compensation and other benefits competitive with local
market conditions.
Community and Social Impact – Amphenol recognizes that we have a responsibility to be a positive influence in thecommunities in which we operate around the world. Most of our community outreach is organized by our local
management teams, which helps ensure that our efforts are working in support of the local communities in which our
employees live and work. Our local teams are actively supporting their communities in a variety of ways including:school supply drives, local blood drives, mentoring of at-risk students, community clean-up events, local tree planting,holiday-giving events and food delivery services to immobile individuals. Throughout the COVID-19 pandemic, manyof our local teams have worked to support their communities through the purchase and donation of supplies andequipment, as well as financial support of local health care institutions.
Cybersecurity
In an effort to reduce the likelihood and severity of cyber intrusions, the Company has a comprehensive andevolving cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our dataand systems. We regularly perform risk assessments and penetration tests relating to cybersecurity and technology risks.
We also conduct regular workforce training to instruct employees how to better identify cybersecurity concerns and to
avoid actions that might inadvertently allow outsiders to access our systems. We install and regularly update our nextgeneration end point protection software on our company-managed systems and workstations in an effort to detect andprevent malicious code from impacting our systems. The Company’s annual internal audits also include procedures
performed on our control environment including our information security systems. Our Board of Directors maintains
oversight responsibility relating to our information security and cybersecurity program, with assistance from the Audit
Committee of the Board. At least annually, our senior leadership team (including the leaders of our Information
Technology and Internal Audit teams) provides an overview of our information security and cybersecurity program to
the full Board. In addition, the Company maintains standard cybersecurity insurance. During the last three years, wehave not experienced a material security breach and, as a result, we have not incurred any material expenses from such a
breach. Furthermore, during such time, we have not been penalized or paid any amount under any information security
breach settlement.
Environmental Matters
Certain operations of the Company are subject to environmental laws and regulations that govern the discharge ofpollutants 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. For more information on certain environmental matters, refer to Note 15 of theNotes to Consolidated Financial Statements. For a discussion of certain risks related to environmental matters, refer tothe risk factor titled “The Company is subject to environmental laws and regulations that could adversely affect ourbusiness” in Part I, Item 1A. Risk Factors herein.
Available Information
The SEC maintains a website that contains reports, proxy and information statements and other information
regarding issuers, including Amphenol, that file with the SEC. Any such documents that the Company files with the
SEC can be obtained by the public on the SEC’s website at http://www.sec.gov. This Annual Report and all of theCompany’s other filings with the SEC, such as quarterly reports on Form 10-Q, current reports on Form 8-K, proxystatements, and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”), are also available to view, free of charge, on the Company’s website,www.amphenol.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Also included on the Company’s website are press releases and other information about the Company’s financial results
and performance, and information regarding environmental, social and corporate governance matters, among otherinformation. Copies of this Annual Report are also available without charge, from Amphenol Corporation, Investor
Relations, 358 Hall Avenue, Wallingford, CT 06492. The information on our website is not incorporated by reference inthis Annual Report.

13

Item 1A. Risk Factors
The Company’s business, operations, financial condition, liquidity, results of operations and stock price can be
negatively affected by many risk factors. Investors should carefully consider the risks described below and all otherinformation in this Annual Report. The Company’s past financial performance, including historical trends, should not be
considered a reliable indicator of future performance. The risks and uncertainties described below are not the only ones
facing the Company. Additional risks and uncertainties not presently known to the Company or that we currently
consider immaterial may materialize and impair the Company’s business, operations, financial condition, liquidity,
results of operations and/or stock price. In addition to the risk factor included below related to adverse public healthdevelopments and, in particular, the ongoing COVID-19 pandemic and its effects on public health and the global
economy, the Company also notes that the effects of the pandemic have and may continue to exacerbate the risks
detailed in many of the other risk factors described below.
If actions taken by management to limit, monitor or control enterprise risk exposures are not successful, theCompany’s business, operations, financial condition, liquidity and results of operations could be materially adversely
affected. In such case, the trading price of the Company’s Common Stock and debt securities could decline andinvestors may lose all or part of their investment.
Risks related to our global operations
The Company is exposed to political, economic, military and other risks related to operating in countries outside theUnited States, and changes in general economic conditions, geopolitical conditions, U.S. trade policies and otherfactors beyond the Company’s control may adversely impact our business and operating results.
The Company’s operations and performance depend significantly on global, regional and U.S. economic andgeopolitical conditions. During 2021, non-U.S. markets constituted approximately 71% of the Company’s net sales,with China constituting approximately 28% of the Company’s net sales. The Company employs approximately 90% of
its workforce outside the United States. The Company’s customers are located throughout the world and the Company
has many manufacturing, administrative and sales facilities outside the United States.
In recent years, the U.S. government has enacted new laws and taken actions that directly affect our business in
China. For example, during the last few years, the U.S. Department of Commerce has added a number of Chinese-based
companies to its “Entity List”, including existing customers of the Company. More recently, the U.S. government
enacted the Uyghur Forced Labor Prevention Act, which bars the importation into the United States of products madefrom forced labor in the Xinjiang region of China. The Chinese government could also enact laws and take actions that
affect our business in China. We cannot predict what additional laws or actions may be taken by the U.S. or Chinese
governments, but any such actions could have a material adverse effect on our business.
In addition to the new laws outlined above, during the last few years there have also been significant changes to
U.S. trade policies, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting China.
These changes have, in certain cases, increased our costs of doing business. The imposition of additional tariffs or othertrade barriers could increase our costs in certain markets, and may cause our customers to find alternative sourcing or
could make it more difficult for us to sell our products in some markets. Other countries where we operate or sell our
products have changed, and may continue to change, their own policies on trade as well as business and foreign
investment in their respective countries. Additionally, it is possible that U.S. policy changes and uncertainty about suchchanges could increase market volatility and currency exchange rate fluctuations. As a result of these dynamics, wecannot predict the impact to our business of any future changes to the U.S.’s or other countries’ trading relationships or
the impact of new laws or regulations adopted by the U.S. or other countries.
In addition to the risks noted above, a number of other legal, economic and geopolitical factors both in the UnitedStates and abroad could have a material adverse effect on the Company’s business, operations, financial condition,liquidity and/or results of operations, such as:• a global or regional economic slowdown in any of the Company’s market segments;• postponement of customer spending, in response to tighter credit, financial market volatility and other global
economic factors;• effects of significant changes in economic, monetary and/or fiscal policies in the United States and/or abroad
including significant income tax changes, currency fluctuations and inflationary pressures;14• intergovernmental conflicts or actions, including but not limited to armed conflict, trade wars, cyberattacks andacts of terrorism or war;
• employment regulations and local labor conditions, including increases in employment costs, particularly in
low-cost regions in which the Company currently operates;• industrial policies in various countries that favor domestic industries over multinationals or that restrict foreigncompanies altogether;• difficulties protecting intellectual property;• longer payment cycles;• changes in exchange control regulations, including any government actions that prohibit, limit or increase the costof paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different
countries;• credit risks and other challenges in collecting accounts receivable;• changes in assumptions, such as discount rates, along with lower than expected investment returns andperformance related to the Company’s benefit plans; and• the impact of each of the foregoing on outsourcing and procurement arrangements.
We face significant risks related to adverse public health developments, including epidemics and pandemics such as
the COVID-19 pandemic.
Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate
could have a material and adverse effect on our business, operations, financial condition, liquidity and results ofoperations. For example, the COVID-19 pandemic has affected our offices and manufacturing facilities throughout theworld, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers. The COVID-19
pandemic caused widespread disruptions to our Company during the first half of 2020, and to a lesser extent, those
disruptions continued during the second half of 2020 and throughout all of 2021. As of December 31, 2021, we continue
to experience some disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron
variant, we expect those disruptions to continue into 2022 and potentially beyond. These disruptions have included andmay continue to include government regulations that inhibit our ability to operate certain of our facilities in the ordinary
course, travel restrictions, supplier constraints, supply-chain interruptions, logistics challenges and limitations, labor
disruptions and reduced demand from certain customers. During 2021 and into 2022, there have been resurgences in
COVID-19 cases in several regions around the world, particularly related to new variant strains, including Delta andOmicron. The extent to which the COVID-19 pandemic will continue to impact our business and financial results going
forward will be dependent on future developments such as the length and severity of the crisis, the impact of the recent
resurgence of the crisis due to the Omicron variant, as well as any additional future resurgences from known or new
variants, future government regulations and actions in response to the crisis, the timing, availability, effectiveness andadoption rates of vaccines and treatments, and the overall impact of the COVID-19 pandemic on the global economy andcapital markets, among many other factors, all of which remain highly uncertain and unpredictable. In addition, the
COVID-19 pandemic could impact the health of our management team and other employees. Given these uncertainties,
we expect the pandemic to continue to have an impact on our business, operations, financial condition, liquidity andresults of operations in 2022 and potentially beyond. There can be no assurance that the COVID-19 pandemic will nothave a material and adverse effect on our business, operations, financial condition, liquidity and results of operations in
the future.
In addition, the COVID-19 pandemic has and continues to increase the likelihood and potential severity of otherrisks (some discussed separately within this Item 1A. Risk Factors), including but not limited to, the following:• Increased consumer demand, product shortages and supply chain and logistics challenges have caused, and may
continue to result in, significant inflationary pressures that have and may continue to increase the Company’s
costs of doing business.
• Our efforts to comply with any legally required vaccine mandates amongst some or all of our employees, could
lead to increased labor attrition, along with potential difficulties in attracting and recruiting personnel, which
could have a negative impact on our business and operations. In addition, employees in certain geographies
could choose to take legal action against the Company if we institute vaccine mandates.
• A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased
nationalism, protectionism and political tensions which may cause governments and/or other entities to takeactions that may have a significant negative impact on the ability of the Company, its suppliers and its customers
to conduct business.
15• Certain subsets of our employee population continue to work in a “hybrid” or remote work environment in aneffort to mitigate the spread of COVID-19. This change may exacerbate certain risks to our business, including
an increased demand for information technology resources, an increased risk of phishing and other cybersecurity
attacks, and an increased risk of unauthorized dissemination of sensitive personal information or proprietary or
confidential information.
• Travel restrictions to certain countries, especially China, have limited our executive management’s ability to visit
certain operations during the last two years and such restrictions could remain in place for all of 2022 andbeyond.
• If the financial performance of our businesses were to decline significantly as a result of the COVID-19
pandemic, we could incur a material non-cash charge to our income statement for the impairment of goodwill andother intangible assets.
• If there is a general market downturn and continued high degree of volatility in the financial markets, we may
experience a material re-valuation of, for example, our pension assets and obligations.
The Company and certain of its suppliers and customers are experiencing difficulties obtaining certain raw materials
and components, and the cost of most of the Company’s raw materials and components is increasing.
The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium andplastic resins in its manufacturing processes as well as a variety of components and relies on third-party suppliers tosecure these materials and components. The COVID-19 pandemic initially disrupted the supply of such raw materials
and components, primarily in the first half of 2020. However, more recently, in 2021 and the first quarter of 2022, we,along with many of our suppliers and customers, have experienced widespread supply chain disruptions that haveresulted in significant cost increases across certain raw materials and components as well as some supply shortages, thatcollectively have had an adverse impact on our business and operating results. For example, the recent market shortageof semiconductors has caused disruptions, from both a supply and pricing standpoint, in some of the markets we serve,in particular, the automotive market. Recent inflationary pressures have been exacerbated by the lower availability of,
and increased prices for, freight and logistics, including air, sea and ground freight. In addition, the Company may not
be able to pass along increased raw material or component prices to its customers. While the Company has taken andcontinues to take measures to procure and obtain sufficient quantities of raw materials and components at acceptableprices from our suppliers, there can be no assurance that the Company will be able to continue to do so. Accordingly,
any future delays, disruptions, and supply and pricing risks, such as the ongoing supply chain challenges and disruptions
that we expect to continue during 2022, could affect our ability to meet customer demand for our products, which could
have an adverse effect on our business, results of operations and financial condition.
In limited instances we depend on a single source of supply or participate in commodity markets that may be served
by a limited number of suppliers. Delays in obtaining supplies may result from a number of factors affecting our
suppliers, and any delay could impair our ability to deliver products to our customers. The cost and availability of raw
materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, disruptions
caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations,
governmental policies and regulations such as trade tariffs, as well as pandemics and epidemics (such as, but not limited
to, the COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition.
The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including
those caused by climate change and global warming.
From time to time, extreme weather conditions and natural disasters have negatively impacted and may continue tonegatively impact our operations, as well as the operations of our suppliers, vendors, customers and distributors. Suchextreme weather conditions and natural disasters including, but not limited to, earthquakes, fires, floods, hurricanes,
tornadoes, and stronger and longer-lasting weather patterns, and their consequences and effects have, in the past,
temporarily disrupted our business operations both in the United States and abroad. These events could cause some of
the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders ororder cancellations altogether, lost future business and sales, and/or damage to our property or harm to our people, eachand all of which could have an adverse effect on our business, operations, financial condition and results of operations.

16Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government
and various foreign jurisdictions and our business reputation and financial results may be impaired by improper
conduct by any of our employees, customers, suppliers, distributors or any other business partners.
Doing business on a worldwide basis requires us and our subsidiaries to comply with the laws and regulations of the
U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may
expose us to significant liabilities. These laws and regulations may apply to companies, individual directors, officers,
employees, subcontractors and agents, and may restrict our operations, trade practices, investment decisions andpartnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws andregulations, such as the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). As part of our business, we deal
with state-owned business enterprises, the employees and representatives of which may be considered foreign officials
for purposes of the FCPA. In addition, some of the foreign locations in which we operate lack a developed legal systemand have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating U.S.
and foreign anti-corruption laws.
We have established policies and procedures designed to assist us and our personnel in complying with applicable
U.S. and international laws and regulations. However, there can be no assurance that these policies will be effective inpreventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal
requirements. Violations of these legal requirements could subject us to criminal fines and imprisonment, civil penalties,
disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. In addition,
any actual or alleged violations could disrupt our operations, cause reputational harm, involve significant management
distraction and result in a material adverse effect on our competitive position, results of operations, cash flows or
financial condition.
The Company’s results have at times been negatively affected by foreign currency exchange rates.
The Company conducts business in many foreign currencies through its worldwide operations, and as a result issubject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible
foreign currency restrictions and/or devaluations. Changes in exchange rates can positively or negatively affect theCompany’s sales, operating margins and equity. The Company manages currency exposure risk in a number of ways,
including producing its products in the same country or region in which the products are sold (thereby generating
revenues and incurring expenses in the same currency), cost reduction and pricing actions, working capital management
and hedging contracts. However, there can be no assurance that these actions will be fully effective in managing
currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of
the Company’s worldwide operations, which could have an adverse effect on the Company’s business, financial
condition and results of operations.
The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including as part of ourvarious management teams.
Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our
executive and management teams. Given the current inflationary wage environment and strong demand for skilled laborin many of the countries and regions in which we operate, the ability to identify and attract new talent, as well as retain
existing talent, may prove to be difficult. It is possible that the current labor market could have an adverse effect on ourability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’sbusiness, financial condition and results of operations. In particular, as a result of the COVID-19 pandemic, many
workers around the world have re-assessed their career plans and priorities, which could lead to increased difficulty of
the Company in retaining its experienced team members.
Risks related to our end markets
The Company is dependent on the communications industry, including information technology and data
communications, wireless communications and broadband communications.
Approximately 42% of the Company’s 2021 net sales came from sales to the communications industry, including
information technology and data communication, wireless communications and broadband communications, with 12%of the Company’s 2021 net sales coming from sales to the mobile devices market. Demand for these products is subject

17

to rapid technological change. In addition, these markets are dominated by several large manufacturers and operators
who regularly exert significant pressure on their suppliers, including the Company. Furthermore, a trend amongcustomers has been to consolidate their lists of qualified suppliers to companies that have the ability to meet certain
technical, quality, delivery and other standards while maintaining competitive prices. There can be no assurance that theCompany will be able to meet these standards or maintain competitive pricing and therefore continue to compete
successfully in the communications industry. The Company’s failure to do so could have a material adverse effect on
the Company’s business, financial condition and results of operations.
Approximately 4% and 5% of the Company’s 2021 net sales came from sales to the broadband communications andmobile networks markets, respectively. Demand for the Company’s products in these markets depends primarily on
capital spending by operators for constructing, rebuilding or upgrading their systems. The amount of this capitalspending and, therefore, the Company’s sales and profitability could be affected by a variety of factors, including
general economic conditions, consolidation within the communications industry, the financial condition of operators andtheir access to financing, competition, technological developments, new legislation and regulation of operators. Therecan be no assurance that existing levels of capital spending will continue or that spending will not decrease.
Changes in defense expenditures may reduce the Company’s sales.
Approximately 11% of the Company’s 2021 net sales came from sales to the military market. The Company
participates in a broad spectrum of defense programs. The Company’s military sales are generally to contractors andsubcontractors of the U.S. or foreign governments or to distributors that in turn sell to the contractors and subcontractors.
Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and foreign governments.
A significant decline in U.S. or foreign government defense expenditures could have an adverse effect on the Company’sbusiness, financial condition and results of operations. U.S. and foreign government expenditures are also subject topolitical and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of
demand for our products.
The Company encounters competition in substantially all areas of our business.
The Company competes primarily on the basis of technology innovation, product quality and performance, price,customer service and delivery time. Competitors include large, diversified companies, some of which have greater assets
and financial resources than the Company, as well as medium- to small-sized companies. In addition, rapid
technological changes occurring in the communications industry could also lead to the entry of new competitors of all
sizes against whom we may not be able to successfully compete. There can be no assurance that the Company will beable to compete successfully against existing or new competition, and the inability to do so may result in pricereductions, reduced margins, or loss of market share, any of which could have an adverse effect on the Company’sbusiness, financial condition and results of operations.
Risks related to acquisitions
The Company has at times experienced difficulties and unanticipated expenses in connection with purchasing andintegrating newly acquired businesses.
The Company has completed a number of acquisitions in recent years, including seven in 2021. The Company
anticipates that it will continue to pursue acquisition opportunities as part of its growth strategy. From time to time, theCompany experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, andacquisitions do not always perform and deliver the financial benefits expected. The Company has also experienced
challenges at times following the acquisition of a new company or business, including but not limited to: managing theoperations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key
employees, suppliers and distributors. In certain limited cases, the Company has pursued indemnification claims against
the seller or sellers of an acquired business for pre-acquisition liabilities, breaches of representations, warranties orcovenants or for other reasons provided for in the relevant acquisition agreement. To the extent we pursue
indemnification claims against the seller or sellers of any acquired business, such seller or sellers may successfully
contest such claims, such seller or sellers may not have the financial capacity to compensate us for such claims or suchclaims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee whether and to what extent
anticipated cost savings, benefits and growth prospects will be achieved from recent or future acquisitions.

18

The Company may in the future incur goodwill and other intangible asset impairment charges.
On December 31, 2021, the total assets of the Company were $14.7 billion, which included $6.4 billion of goodwill(the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and$756.9 million of other intangible assets, net. The Company performs annual evaluations (or more frequently, if
necessary) for the potential impairment of the carrying value of goodwill and other intangible assets. Such evaluations
to date have not resulted in the need to recognize an impairment. However, if the financial performance of theCompany’s businesses were to decline significantly, the Company could incur a material non-cash charge to its income
statement for the impairment of goodwill and other intangible assets. Furthermore, we cannot provide assurance that
impairment charges in the future will not be required if the expected cash flow estimates as projected by management do
not occur, especially if an economic recession occurs and continues for a lengthy period or becomes severe, or if
acquisitions and investments made by the Company fail to achieve expected returns.
Risks related to our liquidity and capital resources
The Company’s credit agreement contains certain covenants, which if breached, could have a material adverse effecton the Company.
The second amended and restated credit agreement that governs our $2.5 billion unsecured credit facility (the“Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial
Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”), contains financial and othercovenants, such as a limit on the ratio of debt to earnings before interest, taxes, depreciation and amortization, a limit onpriority indebtedness and limits on incurrence of liens. Although the Company believes none of these covenants ispresently restrictive to the Company’s operations, the ability to meet the financial covenants can be affected by events
beyond the Company’s control, and the Company cannot provide assurance that it will meet those tests. A breach of anyof these covenants could result in a default under the Revolving Credit Facility. Upon the occurrence of an event ofdefault under the Revolving Credit Facility, the lenders could terminate all commitments to extend further credit andelect to declare amounts outstanding thereunder to be immediately due and payable which could result in theacceleration of certain of the Company’s other indebtedness and the Company not having sufficient assets to repay the
Revolving Credit Facility and such other indebtedness. As of December 31, 2021, the Company had approximately$795.2 million of outstanding borrowings under the U.S. Commercial Paper Program, and no outstanding borrowings
under the Revolving Credit Facility and Euro Commercial Paper Program.
The Company relies on the global capital markets, and an inability to access those markets on favorable terms could
adversely affect the Company’s results.
The Company has used the global capital markets to invest in its business and make strategic acquisitions. If
general economic and capital market conditions deteriorate significantly, it could impact the Company’s ability to accessthe capital markets. The capital and credit markets have experienced significant volatility in the past. Market conditions
could make it more difficult to access capital to finance capital investments, acquisitions and other initiatives including
dividends and share repurchases. As such, this could have a material adverse effect on the Company’s business,financial condition, results of operations or cash flows. In addition, if the credit rating agencies that rate the Company’s
debt were to downgrade the Company’s credit rating, it would likely increase the Company’s cost of capital and make it
more difficult for the Company to obtain new financing and access capital markets, which could also have a material
adverse effect on the Company’s business, financial condition, results of operations or cash flows.
The Company’s results may be negatively affected by changing interest rates.
The Company may be subject to interest rate volatility with regard to existing and future issuances of debt. The
Company monitors its mix of fixed-rate and variable-rate debt, as well as its mix of short-term and long-term debt. As
of December 31, 2021, approximately $804 million, or 17%, of the Company’s outstanding borrowings were subject tofloating interest rates and were primarily comprised of borrowings under the U.S. Commercial Paper Program. A 10%change in floating interest rates at December 31, 2021 would not have a material effect on the Company’s interest
expense. However, there can be no assurance that interest rates will not change more significantly.

19Legal and regulatory risks
Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause therelease of highly sensitive confidential information, resulting in adverse impacts to our reputation and operating
results and potentially leading to litigation and/or governmental investigations.
Cybersecurity threats, including but not limited to malware, phishing, credential harvesting, ransomware and otherincreasingly sophisticated attacks, continue to expand and evolve globally, making it difficult to detect and prevent suchthreats from impacting the Company. Globally, there has been an increased volume of cyber threats and ransomware
attempts throughout the COVID-19 pandemic. Ransomware attacks have become easier to execute, and the rise of
cryptocurrency has facilitated payments to criminals, making ransomware a more lucrative business. While theCompany has been a target of various cybersecurity attacks, including but not limited to ransomware attacks, the impact
of such attacks has not been material. Future cybersecurity incidents could lead to unauthorized access to and potentially
impair the Company’s information technology systems, products, customers, suppliers and third-party service providers.
Cybersecurity incidents could potentially result in the disruption of our business operations and/or misappropriation,
destruction or corruption of critical data and confidential or proprietary information. Cybersecurity events could also
result in the loss of or inability to access confidential information and critical business, financial or other data, and/or
cause the release of highly sensitive confidential information. Cybersecurity incidents could also result fromunauthorized parties gaining access to our systems or information through fraudulent or other means of deceiving our
employees, suppliers or third-party service providers. In addition, the ongoing COVID-19 pandemic may increase oursusceptibility to cybersecurity incidents and risks, especially as some of our employees have transitioned and continue towork from home. Despite the Company’s implementation of preventative security measures to prevent, detect, address
and mitigate these threats, our infrastructure may still be susceptible to disruptions from cybersecurity incidents,
ransomware attacks, security breaches, computer viruses, outages, systems failures, natural disasters, adverse publichealth developments, or other catastrophic events, any of which could include reputational damage, loss of ourintellectual property, release of highly sensitive confidential information, the inability to access critical data, litigation
with third parties and/or governmental investigations and fines, among other things, which could have a material adverse
effect on our business, financial condition and results of operations.
We and our business partners maintain significant amounts of data electronically in locations around theworld. This data relates to all aspects of our business, including financial information and current and future products
under development, and also contains certain customer, supplier, partner and employee data. We maintain systems andprocesses designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion,
cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible tous. In addition, in certain cases, in order to conduct business, we outsource to third-party business partners. We
generally obtain assurances from those parties that they have systems and processes in place to protect our data, andwhere applicable, that they will take steps to assure the protection of our data; nonetheless, those partners may also be
subject to data intrusion or a cyberattack. Any compromise of the data could substantially disrupt our operations, harm
our customers, employees and other business partners, damage our reputation, violate applicable laws and regulations,and subject us to potentially significant costs and liabilities.
The regulatory environment surrounding information security and privacy is increasingly demanding, with frequentimposition of new and changing requirements. For example, the European Union's General Data Protection Regulation(“GDPR”), which became effective in May 2018, the state of California’s California Consumer Privacy Act (“CCPA”),
which became effective January 1, 2020, and more recently in August 2021, the Standing Committee of the National
People’s Congress of the People’s Republic of China’s Personal Information Protection Law (“PIPL”), which became
effective on November 1, 2021, impose significant requirements and additional obligations for companies on how theycollect, process and transfer personal data by enhancing consumer privacy rights and imposing significant fines for noncompliance. The potential for fines and other related costs in the event of a breach of or non-compliance with the
GDPR, CCPA, PIPL or other existing or proposed information security or privacy laws and requirements may have an
adverse effect on our financial results.
Our business and financial results may be adversely affected by government contracting risks.
We are subject to various laws and regulations applicable to parties doing business with the U.S. and othergovernments, including laws and regulations governing performance of government contracts, the use and treatment ofgovernment furnished property and the nature of materials used in our products. In the U.S., we may be unilaterally
suspended or barred from conducting business with the U.S. government or its suppliers (both directly and indirectly), or20

become subject to fines or other sanctions if we are found to have violated such laws or regulations. As a result of theneed to comply with these laws and regulations, we are subject to increased risks of governmental investigations, civil
fraud actions, criminal prosecutions, whistleblower lawsuits and other enforcement actions. For example, inAugust 2018, we 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 arepurchased or used by the U.S. government, as noted herein in Item 3. Legal Proceedings and Note 15 of the Notes toConsolidated Financial Statements. The U.S. laws and regulations to which we are subject include, but are not limited
to, Export Administration Regulations, the Federal Acquisition Regulation, the False Claims Act, International Traffic in
Arms Regulations, regulations from the Bureau of Alcohol, Tobacco and Firearms and the FCPA. We are subject to awide range of similar laws and regulations in other countries throughout the world. Failure, or the perceived failure, tocomply with applicable requirements also could harm our reputation and our ability to compete for future government
contracts or sell commercial equivalent products. Any of these outcomes could have a material adverse effect on ourbusiness, operations, financial condition, liquidity, and results of operations.
In addition, U.S. government contracts are subject to modification, curtailment or termination by the U.S.
government without prior written notice, either for convenience or for default as a result of our failure to perform under
the applicable contract. If our contracts are terminated by the U.S. government as a result of our default, we could be
liable for additional costs the U.S. government incurs in acquiring undelivered goods or services from another source
and any other damages it suffers. We are also prohibited from assigning prime U.S. government contracts without theprior consent of the U.S. government contracting officer. Furthermore, the U.S. government periodically audits ourgovernmental contract costs, which could result in fines, penalties or adjustment of costs and prices under the contracts.
Any such fines, penalties or payment adjustments resulting from such audits could adversely affect our reputation,business, operations, financial condition, liquidity, and results of operations.
The Company is subject to governmental export and import controls.
Certain of our products, including purchased components of such products, are subject to export controls and may
be exported only with the required export license or through an export license exception. In addition, we are required tocomply with certain U.S. and foreign sanctions and embargoes. These laws and regulations are complex, may change
frequently and with limited notice, have generally become more stringent over time and have intensified under recent
U.S. administrations, especially in light of recent trade tensions with China. For example, in 2019, the U.S. government
added certain of the Company’s customers based in China to its “Entity List”, which imposes additional restrictions onsales to such customers. Although such restrictions did not have a material adverse effect on the Company’s business,financial condition and results of operations, the U.S. government has the power to place even greater restrictions onthese and other customers, and such restrictions could further limit or prohibit the Company from selling products tosuch customers. If we were to fail to comply with these restrictions or applicable export licensing, customs regulations,
economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including fines for us,
the incarceration of responsible employees and managers, and the possible loss of export or import privileges. In
addition, if our distributors fail to obtain appropriate import, export or re-export licenses or permits, we may also be
adversely affected through reputational harm and penalties. Obtaining the necessary export license for a particular sale
may be time-consuming and may result in the delay or loss of sales opportunities.
Changes in fiscal and tax policies, audits and examinations by taxing authorities could impact the Company’s results.
The Company is subject to tax in the U.S. and in numerous foreign jurisdictions. The Company is currently undertax examination in several jurisdictions, and, in addition, new examinations could be initiated by additional tax
authorities. As the Company has operations in jurisdictions throughout the world, the risk of tax examinations willcontinue to occur. The Company’s financial condition, results of operations or cash flows may be materially impacted
by the results of these tax examinations.
Any future changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance,
including related interpretations, could materially impact the Company’s current and non-current tax liabilities, alongwith deferred tax assets and liabilities, and consequently, our financial condition, results of operations or cash flows.

21

We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market
share, and we may be subject to claims of infringement of the intellectual property rights of others.
We rely on patent and trade secret laws, copyright, trademark, confidentiality procedures, controls and contractual
commitments to protect our intellectual property rights. Despite our efforts, these protections may be limited and, fromtime to time, we encounter difficulties in protecting our intellectual property rights, particularly in certain countries
outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningfulprotection against our competitors. Changes in laws concerning intellectual property, or the enforcement of such laws,
may affect our ability to prevent or address the misappropriation of, or the unauthorized use of, our intellectual property,
potentially resulting in loss of market share. Litigation may be necessary to enforce our intellectual property rights.
Litigation is inherently uncertain and outcomes are unpredictable. If we cannot protect our intellectual property rights
against unauthorized copying or use, or other misappropriation, we may not remain competitive.
The intellectual property rights of others could inhibit our ability to introduce new products. Other companies holdpatents on technologies used in our industries and are aggressively seeking to expand, enforce and license their patentportfolios. We periodically receive notices from, or have lawsuits filed against us by, third parties claiming
infringement, misappropriation or other misuse of their intellectual property rights and/or breach of our agreements withthem. These third parties may include entities that do not have the capabilities to design, manufacture, or distributeproducts or that acquire intellectual property like patents for the sole purpose of monetizing their acquired intellectual
property through asserting claims of infringement and misuse. In addition, some foreign competitors may takeadvantage of the intellectual property laws in their home countries and the more favorable litigation and regulatoryenvironment to our detriment. Third party claims of infringement may result in loss of revenue, substantial costs, or leadto monetary damages or injunctive relief against us.
The Company is subject to customer claims, litigation and other regulatory or legal proceedings.
The Company is currently engaged in, or subject to, various customer claims, litigation and other regulatory andlegal matters and may be subject to additional claims, litigation and other regulatory or legal proceedings in the future.
Such matters expose the Company to risks that could be material, including but not limited to, risks related to
employment disputes, tax controversies, government investigations, intellectual property infringement, compliance withenvironmental laws, unfair sales practices, product safety and liability, and product warranty, indemnity and othercontract-related claims. These matters may subject the Company to lawsuits, voluntary or forced product recalls,
government investigations and criminal liability, including claims for compensatory, punitive or consequential damages,
and could result in disruptions to our business and significant legal expenses. These matters could also damage our
reputation, harm our relationships with customers or negatively affect product demand.
While the Company does maintain certain insurance coverages that may mitigate losses associated with some ofthese types of claims and proceedings, the policies may not respond and, where insurance exists, the amount of insurance
coverage may not be adequate to cover the total claims and liabilities. In some cases, particularly with respect to productwarranty claims from customers, we self-insure against this risk, meaning that any product liability claims will likely
have to be paid from Company funds and not by insurance. Any current or future substantial liabilities or regulatory
actions could have a material adverse effect on our business, financial condition, cash flows and reputation.
The Company is subject to environmental laws and regulations that could adversely affect our business.
The Company operates in both the United States and various foreign jurisdictions, and we must comply with locallyenacted laws and regulations addressing health, safety and environmental matters in such jurisdictions in which we
manufacture and/or sell our products. Certain operations of the Company are subject to locally enacted environmental
laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal ofsolid and hazardous wastes. The Company and its operations may be subject to liabilities, regardless of fault, forinvestigative and/or remediation efforts on such matters that may arise at any of the Company’s former or current
properties, either owned or leased. For example, as disclosed in Note 15 of the Notes to Consolidated Financial
Statements, the Company was named as one of several defendants in four separate lawsuits filed in the State of Indiana
relating to a manufacturing site in Franklin, Indiana where the Company has been conducting an environmental clean-up
effort under the direction of the United States Environmental Protection Agency. All the costs incurred by the Company
relating to these lawsuits as well as all costs associated with the clean-up effort at the manufacturing site have been
reimbursed by the former owner pursuant to an indemnification agreement entered into in connection with theacquisition of the manufacturing site as part of a larger acquisition that led to the establishment of the Company’s
22business in 1987. Environmental liabilities can result from the use of hazardous materials in production, the disposal of
products, damages associated with the use of any of our products or other related matters. We cannot be certain as to thepotential impact of any changes to environmental conditions or environmental policies that may arise in any of ourjurisdictions. Our failure to comply with these local environmental laws and regulations could result in fines or otherpunitive damages and/or modifications to our production processes as well as subject us to reputational harm, any ofwhich could adversely impact our financial position, results of operations, or cash flows.
The Company may be subject to incremental costs and risks associated with efforts to combat the negative effects ofclimate change.
There continues to be an increased global focus on climate change issues which has led to international treaties andagreements and legislative and regulatory efforts. In addition to the risks discussed under the heading “The Company
may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused byclimate change and global warming,” the Company may also be subject to larger, global climate change initiatives, laws,
regulations or orders. For example, in early 2021, the United States rejoined the Paris Climate Agreement, aninternational treaty focused on climate change, with several goals, including but not limited to, the reduction ofgreenhouse gas (“GHG”) emissions. More recently, in late 2021, the United States participated in the 2021 United
National Climate Change Conference (“COP26”). At the COP26, participating countries agreed on a new climatechange-focused deal, the Glasgow Climate Pact, which marks the first-ever climate deal to explicitly commit to a
reduction in coal use. The COP26 also resulted in many countries pledging to end deforestation and reduce methane
emissions, among other pledges.
Given our global manufacturing presence, any future increased regulation surrounding GHG emissions and otherclimate change-related laws and regulations, beyond initiatives already in process at the Company, could subject us toadditional and/or unforeseen compliance costs and limitations, including increased energy and raw material costs andcapital expenditures. Any future regulatory changes in any of the countries in which we operate could result in transition
risks to the Company, including but not limited to (i) the nature and timing of any requirement to lower GHG emissions
and adopt more energy-efficient energy use, which could result in changes or disruptions to the way the Company
operates, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures andbecomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with futureclimate change-related regulations, (iv) risks associated with the implementation of any new technologies required tocomply with such regulations, which could impede our ability to innovate new products, meet customer and market
demand or compete on pricing and quality in the market, and/or (v) reputational risks associated with our customers’ andinvestors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower
emissions, all of which could harm our reputation in the marketplace. We are not able to predict how any future
definitive agreements, pacts and/or regulations, if and when they are adopted and required, and the commitments
necessary to comply with such requirements, will affect our reputation, business, operations, financial condition,liquidity, or results of operations in the future.
Item 1B. Unresolved Staff Comments
None.

23

Item 2. Properties
The Company’s fixed assets include plants and warehouses and a substantial quantity of machinery and equipment.
The Company’s plants, warehouses and machinery and equipment are generally in good operating condition, arereasonably maintained and substantially all of its facilities are in regular use. The Company considers the present level of
fixed assets along with planned capital expenditures as suitable and adequate for operations in the current businessenvironment. At December 31, 2021, the Company operated approximately 230 manufacturing facilities withapproximately 22.0 million square feet, of which approximately 15.0 million square feet were leased. Manufacturing
facilities located in the U.S. had approximately 4.0 million square feet, of which approximately 1.5 million square feetwere leased. Manufacturing facilities located outside the U.S. had approximately 18.0 million square feet, of whichapproximately 13.5 million square feet were leased. The square footage by segment related to our manufacturing
facilities was approximately 21.0 million square feet and approximately 1.0 million square feet for the Interconnect
Products and Assemblies segment and the Cable Products and Solutions segment, respectively.
The Company believes that its facilities are suitable and adequate for the business conducted therein and are being
appropriately utilized for their intended purposes. Utilization of the facilities varies based on demand for the products.
The Company continuously reviews its anticipated requirements for facilities and, based on that review, may from time
to time acquire or lease additional facilities and/or dispose of existing facilities.
Item 3. Legal Proceedings
Information required with respect to legal proceedings in this Part I, Item 3 is included in Note 15 of the Notes toConsolidated Financial Statements contained in Part II, Item 8 of this Annual Report, which is incorporated herein byreference.
Item 4. Mine Safety Disclosures
Not applicable.

24

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
The Company effected the initial public offering of its Class A Common Stock (“Common Stock”) in
November 1991. The Company’s Common Stock has been listed on the New York Stock Exchange since that time under
the ticker symbol “APH”. As of January 31, 2022, there were 32 holders of record of the Company’s Common Stock.
A significant number of outstanding shares of Common Stock are registered in the name of only one holder, which is anominee of The Depository Trust Company, a securities depository for banks and brokerage firms. The Company
believes that there are a significant number of beneficial owners of its Common Stock.
Stock Split
On January 27, 2021, the Company announced that its Board of Directors (the “Board”) approved a two-for-one
split of the Company’s Common Stock. The stock split was effected in the form of a stock dividend paid to stockholdersof record as of the close of business on February 16, 2021. The additional shares were distributed on March 4, 2021, andthe Company’s Common Stock began trading on a split-adjusted basis on March 5, 2021. As a result of the stock split,
stockholders received one additional share of Common Stock for each share held as of the record date. All current andprior year data impacted by the stock split and presented throughout this Annual Report, including number of shares andper share information, earnings per share, and dividends per share amounts, among others, have been retroactively
adjusted to reflect the effect of the stock split. Refer to Note 1 of the Notes to Consolidated Financial Statements forfurther information related to the stock split.
In May 2021, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation
to increase the number of authorized shares of Common Stock. Refer to Note 7 of the Notes to Consolidated Financial
Statements for further details related to the increase in the number of shares authorized for issuance as a result of thisamendment.
Stock Performance Graph
The following graph compares the cumulative total shareholder return of Amphenol over a period of five years
ending December 31, 2021 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow
Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common
Stock and each index on December 31, 2016, reflects reinvested dividends, and is weighted on a market capitalizationbasis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar
year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended toforecast, future performance.
$300

$250

$200

$150

$100

$50

2016

Amphenol

2017

2018

2019

2020

2021

Dow Jones U.S. Electrical Components & Equipment Index

S&P 500

Dividends
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.

25

The following table sets forth the dividends declared per common share for each quarter of 2021 and 2020:
First Quarter. . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . .

2021$ 0.145
0.145
0.145
0.20
$ 0.6352020$ 0.125
0.125
0.125
0.145
$ 0.52

Dividends declared and paid for the years ended December 31, 2021 and 2020 (in millions) were as follows:
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . . . . . . . . . . . . . . .

$

2021

379.7
346.7

$

2020

310.0
297.6

The Company’s Revolving Credit Facility contains restrictions that may limit the Company’s ability to pay
dividends, and any future indebtedness that the Company may incur could also limit its ability to pay dividends.
Repurchase of Equity Securities
In April 2018, the Board authorized a stock repurchase program under which the Company could purchase up to$2.0 billion of its 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“Exchange Act”). During the year ended December 31, 2021, the Company repurchased 3.1 million shares of its
Common Stock for $203.8 million under the 2018 Stock Repurchase Program. As a result of these purchases, theCompany completed all purchases authorized under the 2018 Stock Repurchase Program and, therefore, the 2018 Stock
Repurchase Program has terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program,
0.3 million shares, or $19.8 million, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million
shares, or $184.0 million, were retired by the Company.
On April 27, 2021, the Board authorized a new stock repurchase program under which the Company may purchase
up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase
Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the year ended
December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $457.9 million under the2021 Stock Repurchase Program. Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 0.4
million shares, or $33.0 million, have been retained in Treasury stock at the time of repurchase; the remaining 5.8
million shares, or $424.9 million, have been or will be retired by the Company. From January 1, 2022 throughJanuary 31, 2022, the Company repurchased 0.6 million additional shares of its Common Stock for $50.0 million underthe 2021 Stock Repurchase Program, and, as of February 1, 2022, has remaining authorization to purchase up to$1,492.1 million of its Common Stock under the 2021 Stock Repurchase Program. The price and timing of any futurepurchases under the 2021 Stock Repurchase Program will depend on a number of factors such as levels of cash
generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions,dividends paid, economic and market conditions and the price of the Company’s Common Stock.
The Company’s stock repurchases during the three months and year ended December 31, 2021 were as follows:(dollars in millions, except price per share)

PeriodFirst Quarter - 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter - 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter - 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Number ofMaximum Dollar
Shares Purchased
Value of Sharesas Part of Publiclythat May Yet be
Announced Plans Purchased Under theor Programs
Plans or Programs

Total Numberof Shares
Purchased

Average
Price Paid
per Share

635,662
761,624
718,869
2,116,155

76.21
81.74
83.40
80.64

635,662
761,624
718,869
2,116,155

9,305,493$ 71.109,305,493

2,372,455
2,484,028
2,332,855

Fourth Quarter - 2021:
October 1 to October 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . .
November 1 to November 30, 2021 . . . . . . . . . . . . . . . . . . . . . . .
December 1 to December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . .
Total - 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6. [Reserved]

26$ 64.40
67.35
73.26

2,372,455
2,484,028
2,332,855

$

$

51.0
1,883.7
1,712.8

1,664.3
1,602.1
1,542.1

Item 7. 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 years ended
December 31, 2021, 2020 and 2019 has been derived from and should be read in conjunction with the Consolidated
Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8,
herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).
The Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). Any references to the Company’s
results in this Item 7 are specifically to our continuing operations only and exclude discontinued operations, unlessotherwise noted. 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 “constantcurrencies” and “organically” have the same meaning, respectively, as these aforementioned non-GAAP financial
measures. Refer to “Non-GAAP Financial Measures” within this Item 7 for more information, including our reasons forincluding non-GAAP financial measures and material limitations with respect to the usefulness of the measures.
In addition to historical information, the following discussion and analysis also contains certain forward-looking
statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item
1A herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the“Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual
Report on Form 10-K (“Annual Report”).
Stock Split
On January 27, 2021, the Company announced that its Board of Directors (the “Board”) approved a two-for-one
split of the Company’s Class A Common Stock (“Common Stock”). The stock split was effected in the form of a stock
dividend paid to stockholders of record as of the close of business on February 16, 2021. The additional shares were
distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5,2021. As a result of the stock split, stockholders received one additional share of Common Stock for each share held asof the record date. All current and prior year data impacted by the stock split and presented in this Item 7 andthroughout this Annual Report, including number of shares and per share information, earnings per share, and dividends
per share amounts, among others, have been retroactively adjusted to reflect the effect of the stock split. Refer to Note 1of the Notes to Consolidated Financial Statements for further information related to the stock split.
Overview
GeneralAmphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber
optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed
specialty cable. Through December 31, 2021, the Company operated through two reporting segments: (i) Interconnect
Products and Assemblies and (ii) Cable Products and Solutions. In 2021, approximately 71% of the Company’s sales
were outside the United States. The primary end markets for our products are:• information technology and communication devices and systems for the converging technologies of voice,video and data communications;• a broad range of industrial applications and traditional, hybrid and electric automotive applications; and• military and commercial aerospace applications.
The Company’s products are used in a wide variety of applications by a wide array of customers around the world.
The Company competes primarily on the basis of technology innovation, product quality and performance, price,customer service and delivery time. A trend among customers has been to consolidate their lists of qualified suppliers tocompanies that have the ability to meet certain technical, quality, delivery and other standards while maintaining
competitive prices. The Company has focused its global resources to position itself to compete effectively in thisenvironment. The Company believes that its global presence is an important competitive advantage as it allows theCompany to provide quality products on a timely and worldwide basis to its multinational customers.

27

Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable businesssegments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems.
This new alignment replaces our historic reportable business segments. All businesses previously reported in theInterconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments.
All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our newly
formed Communications Solutions segment. This new alignment reinforces the Company’s entrepreneurial culture andthe clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’sbusiness for the future. The Company will begin reporting its new reportable segments in connection with its Quarterly
Report on Form 10-Q for the quarterly period ending March 31, 2022, including the recasting of relevant prior year
period segment information for conformity of presentation. For further details related to the Company’s change in its
reportable business segments effective January 1, 2022, refer to Note 16 of the Notes to Consolidated Financial
Statements herein.
Strategy
The Company’s strategy is to provide its customers with comprehensive design capabilities, a broad selection of
products and a high level of service on a worldwide basis, while maintaining continuing programs of productivity
improvement and cost control. The Company focuses its research and development efforts through close collaboration
with its customers to develop highly engineered products that meet customer needs and have the potential for broad
market applications and significant sales within a one- to three-year period. The Company is also focused on controlling
costs. The Company does this by investing in modern manufacturing technologies, controlling purchasing processes andexpanding into lower cost areas.
The Company’s strategic objective is to further enhance its position in its served markets by pursuing the following
success factors:• Pursue broad market diversification;• Develop high-technology performance-enhancing solutions;• Expand global presence;• Control costs;• Pursue strategic acquisitions and investments; and• Foster collaborative, entrepreneurial management.
In 2021, the Company reported net sales, operating income and net income from continuing operations attributable
to Amphenol Corporation of $10,876.3, $2,105.1 and $1,569.4, respectively, representing an increase of 26%, 28% and30%, respectively, from 2020. In 2021, the Company’s net income from continuing operations attributable to Amphenol
Corporation was impacted by (a) excess tax benefits of $63.4 related to stock-based compensation resulting from stock
option exercises and (b) a discrete tax benefit of $14.9 related to the settlement of uncertain tax positions in certain nonU.S. jurisdictions, partially offset by (c) acquisition-related expenses of $70.4 ($57.3 after-tax) comprised primarily oftransaction, severance, restructuring and certain non-cash purchase accounting costs related to the acquisition of MTS
Systems Corporation (“MTS”) in the second quarter of 2021 and external transaction costs and certain non-cash
purchase accounting costs related to the acquisition of Halo Technology Limited (“Halo”) in the fourth quarter of 2021.
In 2020, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by(a) excess tax benefits of $42.8 related to stock-based compensation resulting from stock option exercises and (b) adiscrete tax benefit of $19.9 related to the settlements of refund claims in a non-U.S. jurisdiction and the resulting
adjustments to deferred taxes, partially offset by (c) acquisition-related expenses of $11.5 ($10.7 after-tax) comprised
primarily of external transaction costs related to acquisitions that were announced or closed. Excluding the effects ofthese items, Adjusted Operating Income and Adjusted Net Income from continuing operations attributable to Amphenol
Corporation, as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7,
increased by 32% and 34%, respectively, in 2021 compared to 2020. Sales and profitability trends are discussed indetail in “Results of Operations” below. In addition, a strength of the Company has been its ability to consistently
generate net cash provided by operating activities from continuing operations (“Operating Cash Flow”). The Company
uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of its Common Stock, pay
dividends and reduce indebtedness. In 2021, the Company generated Operating Cash Flow of $1,523.9 and Free Cash
Flow of $1,167.2. Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures”
section below and reconciled within this Part II, Item 7.

28

Impact of COVID-19 on our Business, Operations, Financial Condition, Liquidity and Results of Operations
The COVID-19 pandemic has affected our offices and manufacturing facilities throughout the world, as well as thefacilities of our suppliers, customers and our customers’ contract manufacturers. The COVID-19 pandemic caused
widespread disruptions to our Company during the first half of 2020, and to a lesser extent, those disruptions continued
during the second half of 2020 and throughout all of 2021. As of December 31, 2021, we continue to experience some
disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron variant, we expect those
disruptions to continue into 2022 and potentially beyond. These disruptions have included and may continue to include
government regulations that inhibit our ability to operate certain of our facilities in the ordinary course, travel
restrictions, supplier constraints, supply-chain interruptions, logistics challenges and limitations, labor disruptions andreduced demand from certain customers. During 2021 and into 2022, there have been resurgences in COVID-19 cases
in several regions around the world, particularly related to new variant strains, including Delta and Omicron. The extent
to which the COVID-19 pandemic will continue to impact our business and financial results going forward will bedependent on future developments such as the length and severity of the crisis, the impact of the recent resurgence of thecrisis due to the Omicron variant, as well as any additional future resurgences from known or new variants, future
government regulations and actions in response to the crisis, the timing, availability, effectiveness and adoption rates ofvaccines and treatments, and the overall impact of the COVID-19 pandemic on the global economy and capital markets,among many other factors, all of which remain highly uncertain and unpredictable. In addition, the COVID-19
pandemic could impact the health of our management team and other employees. Given these uncertainties, we expect
the pandemic to continue to have an impact on our business, operations, financial condition, liquidity and results ofoperations in 2022 and potentially beyond. There can be no assurance that the COVID-19 pandemic will not have amaterial and adverse effect on our business, operations, financial condition, liquidity and results of operations in the
future. For further discussion on the risks and uncertainties associated with the COVID-19 pandemic, refer to Part I,
Item 1A. Risk Factors.
Results of Operations
The following table sets forth the components of net income attributable to Amphenol Corporation as a percentageof net sales for the years indicated.

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income taxes. . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income from continuing operations attributable to noncontrolling interests . . . . . . .
Net income from continuing operations attributable to Amphenol Corporation . . . . . . .
Income from discontinued operations attributable to Amphenol Corporation . . . . . . . . .
Net income attributable to Amphenol Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

100.0 % 100.0 % 100.0 %
68.7
69.0
68.2
0.6
0.1
0.3
11.3
11.8
11.8
19.4
19.1
19.7
(1.1)
(1.3)
(1.4)
—
—
(0.2)
—
—
0.1
18.3
17.8
18.2
(3.8)
(3.7)
(4.1)
14.5
14.1
14.1
(0.1)
(0.1)
(0.1)
14.4
14.0
14.0
0.2
—
—
14.6 % 14.0 % 14.0 %2021 Compared to 2020
Net sales were $10,876.3 for the year ended December 31, 2021 compared to $8,598.9 for the year ended
December 31, 2020, which represented an increase of 26% in U.S. dollars, 25% in constant currencies, and 18%
organically (excluding both currency and acquisition impacts), over the prior year. The increase in net sales in 2021 wasdriven by growth in several markets in the Interconnect Products and Assemblies segment, as described below.
Net sales in the Interconnect Products and Assemblies segment (approximately 96% of net sales) increased 27% in
U.S. dollars, 25% in constant currencies, and 19% organically, in 2021, compared to 2020. The sales growth in 2021
was driven by strong growth across nearly all end markets, including the industrial, automotive, information technology
and data communications, military and mobile networks markets, along with moderate growth in the mobile devices

29market and contributions from the Company’s acquisition program. This sales growth was partially offset by a decline
in the commercial aerospace market, which continued to be negatively impacted by the significant impact of the
COVID-19 pandemic on travel and aircraft production. The strong sales growth in 2021 in the Interconnect Products
and Assemblies segment also reflected a recovery in certain markets from the more negative impact resulting from the
COVID-19 pandemic during 2020. Net sales to the industrial market increased (approximately $864.6), with broadbased growth across nearly all market segments of the global industrial market, with particular strength in heavyequipment, factory automation, industrial instrumentation, battery and heavy electric vehicle, alternative energy, railmass transit, and transportation, along with contributions from acquisitions. Net sales to the automotive market
increased (approximately $683.4), reflecting the continued recovery and growth in most regions of the global automotive
market, as well as the Company’s expanded position in next-generation electronics, including in particular electric andhybrid drive trains. Net sales to the information technology and data communications market increased (approximately$482.7), driven primarily by continued strong sales growth to web service providers and broad-based market demand forserver, storage and networking related products as customers worked to support higher demand for increased bandwidth.
Net sales to the military market increased (approximately $135.8), driven by strength across nearly all segments of themilitary market, including missile, military communications and naval and space-related applications, along with arecovery from the impact of pandemic-related production disruptions experienced during the first half of 2020, as well as
contributions from acquisitions. Net sales to the mobile networks market increased (approximately $60.5), driven by arecovery in demand from mobile networks equipment manufacturers and mobile operators, which was primarily driven
by increased demand for products used in 5G network build-outs and contributions from acquisitions, offset in part by
reductions of sales to certain customers in China that were added to the U.S. Department of Commerce’s “Entity List”.
Net sales to the mobile devices market increased (approximately $45.7), driven by growth in products incorporated into
laptops and wearable devices, along with production-related products, and was partially offset by moderations of sales
into smartphones and tablets. Net sales to the commercial aerospace market decreased (approximately $26.6) primarily
due to the continued significant impact of the COVID-19 pandemic on travel and aircraft production.
Net sales in the Cable Products and Solutions segment (approximately 4% of net sales), which primarily serves thebroadband communications market, increased 21% in U.S. dollars, 20% in constant currencies and 15% organically in
2021, compared to 2020. The increase in net sales in the Cable Products and Solutions segment was primarily driven byincreased market demand from broadband operators and mobile network service providers, as well as the contribution
from one acquisition in this segment that closed during the first quarter of 2021.
The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directlycomparable U.S. GAAP financial measures, by segment, geography and consolidated, for the year ended December 31,
2021 compared to the year ended December 31, 2020:
Percentage Growth (relative to prior year) (1)Net sales by:
2021
2020
Segment:
Interconnect Products and Assemblies . . $ 10,430.9 $ 8,229.9
Cable Products and Solutions . . . . . . . .
445.4
369.0
Consolidated . . . . . . . . . . . . . . . . . . $ 10,876.3 $ 8,598.9

Net sales
Foreign
Constant
Organic
growth incurrency
Currency Net
Acquisition
Net Sales
U.S. Dollars (2) impact (3) Sales Growth (4) impact (5)Growth (4)(GAAP)(non-GAAP)(non-GAAP) (non-GAAP) (non-GAAP)

Geography (6):United States . . . . . . . . . . . . . . . . . . . . $ 3,155.9 $ 2,494.0
Foreign . . . . . . . . . . . . . . . . . . . . . . . .
7,720.4 6,104.9
Consolidated . . . . . . . . . . . . . . . . . . $ 10,876.3 $ 8,598.9

27 %
21 %
26 %

2%
—%
2%

25 %
20 %
25 %

6%
5%
6%

19 %
15 %
18 %

27 %
26 %
26 %

—%
2%
2%

26 %
24 %
25 %

9%
5%
6%

17 %
19 %
18 %

(1) Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
(2) Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 14 of the Notes to Consolidated
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 thereported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.
(3) Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in thecurrent reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency
exchange rates for the prior year from current year reported net sales, taken as a percentage of the prior year’s net sales.
(4) Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section.
(5) Acquisition impact, a non-GAAP measure, represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company’s
consolidated results for the full current year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of
the Company on a comparative basis.
(6) Net sales by geographic area are based on the customer location to which the product is shipped.

30

The increase in foreign net sales in 2021 compared to 2020 was driven by strong growth in both Europe and Asia.
The comparatively weaker U.S. dollar in 2021 had the effect of increasing sales by approximately $159.1, compared to2020.
Selling, general and administrative expenses were $1,226.3, or 11.3% of net sales for 2021, compared to $1,014.2,
or 11.8% of net sales for 2020. The decrease in selling, general and administrative expenses as a percentage of net sales
in 2021 was driven primarily by higher sales during the year, relative to 2020 which was more negatively impacted by
the COVID-19 pandemic, slightly offset by the impact of MTS’s Sensors business, acquired in 2021, which currently
has higher selling, general and administrative expenses as a percentage of net sales compared to the average of theCompany. Administrative expenses increased $78.6 in 2021, and represented approximately 4.5% of net sales in 2021
and 4.8% of net sales in 2020. Research and development expenses increased $57.0 in 2021 primarily related toincreases in expenses for new product development, and represented approximately 2.9% of net sales in 2021 and 3.0%of net sales in 2020. Selling and marketing expenses increased $76.5 in 2021 compared to 2020, and represented
approximately 3.8% of net sales in 2021 and 4.0% of net sales in 2020.
Operating income was $2,105.1, or 19.4% of net sales in 2021, compared to $1,638.4, or 19.1% of net sales in 2020.
Operating income in 2021 included acquisition-related expenses of $70.4, comprised primarily of transaction, severance,
restructuring and certain non-cash purchase accounting costs related to the MTS acquisition in the second quarter of2021, along with external transaction costs and certain non-cash purchase accounting costs related to the Haloacquisition in the fourth quarter of 2021. Operating income in 2020 included acquisition-related expenses of $11.5,
comprised primarily of external transaction costs related to acquisitions that were announced or closed. These
acquisition-related expenses in 2021 and 2020 had the effect of decreasing net income from continuing operations by$57.3, or $0.09 per share, and $10.7, or $0.02 per share, respectively. Acquisition-related expenses are separately
presented in the Consolidated Statements of Income. 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, were $2,175.5 and 20.0% of net sales, respectively, in 2021, and $1,649.9 and 19.2% of net sales, respectively, in
2020. The increase in Adjusted Operating Income and Adjusted Operating Margin in 2021 relative to 2020 was
primarily driven by the Interconnect Products and Assemblies segment, as discussed further below.
Operating income for the Interconnect Products and Assemblies segment in 2021 was $2,296.8, or 22.0% of net
sales, compared to $1,741.2, or 21.2% of net sales in 2020. The increase in operating margin for the Interconnect
Products and Assemblies segment for 2021 compared to 2020 is driven by normal operating leverage on the higher sales
volumes combined with the benefit of a lower cost impact resulting from the COVID-19 pandemic compared to 2020,
partially offset by the impact of the more challenging commodity and supply chain environment experienced in 2021.
Operating income for the Cable Products and Solutions segment in 2021 was $22.8, or 5.1% of net sales, compared
to $35.4, or 9.6% of net sales in 2020. The decrease in operating margin for the Cable Products and Solutions segment
in 2021 compared to 2020 is driven by the impact of the more challenging commodity, logistics and supply chain
environment experienced in 2021.
Interest expense was $115.5 in 2021 compared to $115.4 in 2020. Refer to Note 4 of the Notes to Consolidated
Financial Statements for further information related to the Company’s debt.
Provision for income taxes was at an effective rate of 20.6% in 2021 and 20.5% in 2020. Provision for income taxes
in 2021 included (i) excess tax benefits of $63.4 from stock option exercises and (ii) a discrete tax benefit of $14.9
related to the settlement of uncertain tax positions in certain non-U.S. jurisdictions, all of which was partially offset by
the tax effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing
the effective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income
taxes in 2020 included (i) excess tax benefits of $42.8 from stock option exercises and (ii) a discrete tax benefit of $19.9
related to the settlements of refund claims in a non-U.S. jurisdiction and the resulting adjustments to deferred taxes,
which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had theaggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the tablebelow. Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as definedin the “Non-GAAP Financial Measures” section below within this Item 7, was 24.3% and 24.5% for 2021 and 2020,
respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results. For additional
details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate forthese years, refer to Note 6 of the Notes to Consolidated Financial Statements.

31

Net income from continuing operations attributable to Amphenol Corporation and Net income from continuing
operations per common share attributable to Amphenol Corporation-Diluted (“Diluted EPS”) were $1,569.4 and $2.51,
respectively, for 2021, compared to $1,203.4 and $1.96, respectively, for 2020. Excluding the effect of theaforementioned items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,548.4 and $2.48, respectively, for 2021, compared to $1,151.4 and$1.87, respectively, for 2020.
The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income fromcontinuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (allon a continuing operations basis only, as defined in the “Non-GAAP Financial Measures” section below) to the mostdirectly comparable U.S. GAAP financial measures for the years ended December 31, 2021 and 2020:
2021

Operating Operating
Income Margin (1)Reported (GAAP) . . . . . . . . . $ 2,105.1
Acquisition-related
expenses . . . . . . . . . . . . .
70.4
Excess tax benefits
related to stock-based
compensation . . . . . . . . . .
—Discrete tax item . . . . . . . .
—Adjusted (non-GAAP) (2) . . . $ 2,175.5

Net Income
attributable Effective
to Amphenol
Tax
Corporation Rate (1)19.4 % $0.6——
20.0 % $1,569.4
57.3(63.4)(14.9)
1,548.4

2020

Diluted Operating Operating
EPS
Income Margin (1)Net Income
attributable Effective
to Amphenol
Tax
Corporation Rate (1)20.6 % $ 2.51 $ 1,638.4

19.1 % $

(0.2)

0.1

0.09

11.5

3.2
(0.10)—
0.7(0.02)—
24.3 % $ 2.48 $ 1,649.9——
19.2 % $1,203.4
10.7(42.8)(19.9)
1,151.4

DilutedEPS

20.5 % $ 1.96
(0.1)

0.02

2.8
(0.07)
1.3(0.03)
24.5 % $ 1.87

Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations(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 measures.
(2) All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not
add due to rounding.

2020 Compared to 2019
Net sales were $8,598.9 for the year ended December 31, 2020 compared to $8,225.4 for the year ended
December 31, 2019, which represented an increase of 5% in U.S. dollars, 4% in constant currencies, and 2% organically(excluding both currency and acquisition impacts), over the prior year. The increase in net sales in 2020 was driven bystrong growth in several markets, which was partially offset by the sudden and severe slowdown in certain of ourmarkets resulting from the global outbreak of the COVID-19 pandemic, which also caused production disruptions inmany parts of the world during much of the first half of 2020.
Net sales in the Interconnect Products and Assemblies segment (approximately 96% of net sales) increased 5% in
U.S. dollars, 4% in constant currencies, and 2% organically, in 2020, compared to 2019. The sales growth was driven bystrong growth in the industrial, information technology and data communications, and mobile devices markets, alongwith moderate growth in the military market, and contributions from the Company’s acquisition program. This sales
growth was partially offset by declines in the commercial aerospace, mobile networks and automotive markets, all ofwhich were negatively impacted by the COVID-19 pandemic. Net sales to the industrial market increased(approximately $246.4), primarily driven by strength in battery and electric vehicle, industrial instrumentation, heavyequipment, alternative energy and medical applications, along with contributions from acquisitions. Net sales to theinformation technology and data communications market increased (approximately $234.0), driven primarily by strong
sales growth to data center customers and market demand for storage and networking related products as customers
worked to support higher demand for increased bandwidth to support work, school and entertainment activities during
the pandemic, along with contributions from acquisitions. Net sales to the mobile devices market increased(approximately $179.9), driven by strength in products incorporated into laptops, tablets, wearable devices, andaccessories along with production-related products, and was partially offset by a slight moderation of sales into
smartphones. Net sales to the military market increased (approximately $32.2), driven by strength across multiple
segments of the military market, offset in part by the impact of pandemic-related production disruptions experienced
during the first half of the year. Net sales to the commercial aerospace market decreased significantly (approximately$135.3) primarily due to the significant impact of the COVID-19 pandemic on travel and aircraft production. Net sales

32

to the mobile networks market decreased (approximately $98.5), which reflected the impact of the 2019 U.S.
Government restrictions on certain Chinese customers as well as reduced demand from both mobile networks equipment
manufacturers and mobile operators, partially as a result of the negative impact of the COVID-19 pandemic, offset inpart by contributions from acquisitions. Net sales to the automotive market decreased (approximately $86.0), due to asignificant reduction in demand resulting from customer factory shutdowns together with production disruptions in thefirst half of 2020 resulting from the COVID-19 pandemic, which was partially offset by a strong recovery of demandduring the second half of the year.
Net sales in the Cable Products and Solutions segment (approximately 4% of net sales), which primarily serves thebroadband communications market, decreased 4% in U.S. dollars, 1% in constant currencies and 1% organically in 2020,
compared to 2019. The decrease in net sales in the Cable Products and Solutions segment was largely driven by thenegative impact of the COVID-19 pandemic primarily during the first half of 2020, as well as an overall weakness inmarket demand.
The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directlycomparable U.S. GAAP financial measures, by segment, geography and consolidated, for the year ended December 31,
2020 compared to the year ended December 31, 2019:
Percentage Growth (relative to prior year) (1)

2020

2019

Net sales
Foreign
Constant
Organic
growth incurrency
Currency Net
Acquisition
Net Sales
U.S. Dollars (2) impact (3) Sales Growth (4) impact (5)Growth (4)(GAAP)(non-GAAP)(non-GAAP)(non-GAAP) (non-GAAP)Net sales by:
Segment:
Interconnect Products and Assemblies . .
Cable Products and Solutions . . . . . . . .
Consolidated . . . . . . . . . . . . . . . . . .

$ 8,229.9 $ 7,840.3
369.0
385.1
$ 8,598.9 $ 8,225.4

5%
(4)%
5%

1%
(3)%
1%

4%
(1)%
4%

2%
—%
2%

2%
(1)%
2%

Geography (6):United States . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated . . . . . . . . . . . . . . . . . .

$ 2,494.0 $ 2,524.7
6,104.9 5,700.7$ 8,598.9 $ 8,225.4

(1)%
7%
5%

—%
1%
1%

(1)%
7%
4%

4%
2%
2%

(5)%
5%
2%

(1) Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.
(2) Net sales growth in U.S. dollars is calculated based on Net sales as reported in the Consolidated Statements of Income and Note 14 of the Notes to Consolidated
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 thereported (GAAP) measure based on GAAP results, which serves as the basis for the reconciliation to its comparable non-GAAP financial measures.
(3) Foreign currency translation impact, a non-GAAP measure, represents the percentage impact on net sales resulting from foreign currency exchange rate changes in thecurrent reporting year compared to the prior reporting year. Such amount is calculated by subtracting current year net sales translated at average foreign currency
exchange rates for the prior year from current year reported net sales, taken as a percentage of the prior year’s net sales.
(4) Constant Currency Net Sales Growth and Organic Net Sales Growth are non-GAAP financial measures as defined in the “Non-GAAP Financial Measures” section.
(5) Acquisition impact, a non-GAAP measure, represents the percentage impact on net sales resulting from acquisitions that have not been included in the Company’s
consolidated results for the full current year and/or prior comparable year presented. Such net sales related to these acquisitions do not reflect the underlying growth of
the Company on a comparative basis.
(6) Net sales by geographic area are based on the customer location to which the product is shipped.

The increase in foreign net sales in 2020 compared to 2019 was driven primarily by strong growth in Asia. The
comparatively weaker U.S. dollar in 2020 had an insignificant effect on net sales compared to 2019.
Selling, general and administrative expenses were $1,014.2, or 11.8% of net sales for 2020, compared to $971.4, or
11.8% of net sales for 2019. Administrative expenses increased $27.5 in 2020, and represented approximately 4.8% of
net sales in 2020 and 4.7% of net sales in 2019. Research and development expenses increased $26.5 in 2020 primarily
related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2020
and 2.8% of net sales in 2019. Selling and marketing expenses decreased $11.2 in 2020 compared to 2019, andrepresented approximately 4.0% of net sales in 2020 and 4.3% of net sales in 2019.
Operating income was $1,638.4, or 19.1% of net sales in 2020, compared to $1,619.2, or 19.7% of net sales in 2019.
Operating income in 2020 included acquisition-related expenses of $11.5, comprised primarily of external transaction
costs related to acquisitions that were announced or closed. Operating income in 2019 included acquisition-related
expenses of $25.4, comprised of the amortization of $15.7 related to the value associated with the acquired backlog
resulting from two of our 2019 acquisitions, with the remainder representing external transaction costs. These
acquisition-related expenses in 2020 and 2019 had the effect of decreasing net income from continuing operations by$10.7, or $0.02 per share, and $21.0, or $0.03 per share, respectively. Acquisition-related expenses are separately

33

presented in the Consolidated Statements of Income. 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, were $1,649.9 and 19.2% of net sales, respectively, in 2020, and $1,644.6 and 20.0% of net sales, respectively, in
2019.
Operating income for the Interconnect Products and Assemblies segment in 2020 was $1,741.2, or 21.2% of net
sales, compared to $1,722.7, or 22.0% of net sales in 2019. The decrease in operating margin for the Interconnect
Products and Assemblies segment for 2020 compared to 2019 was primarily driven by the significant incremental costs
incurred, primarily during the first half of 2020, related to the COVID-19 pandemic. This decrease in the operating
margin during the first half of 2020 was partly offset by strong operating leverage on higher sales volumes during thesecond half of 2020.
Operating income for the Cable Products and Solutions segment in 2020 was $35.4, or 9.6% of net sales, compared
to $39.5, or 10.2% of net sales in 2019. The decrease in operating margin for the Cable Products and Solutions segment
in 2020 compared to 2019 was primarily driven by lower volumes as well as the negative impact of the COVID-19
pandemic, primarily during the first half of 2020.
Interest expense was $115.4 in 2020 compared to $117.6 in 2019. Refer to Note 4 of the Notes to Consolidated
Financial Statements for further information related to the Company’s debt.
Loss on early extinguishment of debt was $14.3 in 2019, which related to refinancing-related costs, specificallypremiums and fees incurred associated with the early extinguishment of certain redeemed principal amounts of the
3.125% Senior Notes due September 2021 (the “2021 Senior Notes”) and 4.00% Senior Notes due February 2022 (the“2022 Senior Notes”) (collectively, the “Tendered Notes”) as a result of the tender offers in September 2019. Refer toNote 4 of the accompanying Consolidated Financial Statements for further information related to the Tendered Notes.
Provision for income taxes was at an effective rate of 20.5% in 2020 and 22.2% in 2019. Provision for income taxes
in 2020 included (i) excess tax benefits of $42.8 from stock option exercises and (ii) a discrete tax benefit of $19.9
related to the settlements of refund claims in a non-U.S. jurisdiction and the resulting adjustments to deferred taxes,
which were partially offset by the tax effects related to acquisition-related expenses during the year. These items had theaggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the tablebelow. Provision for income taxes in 2019 included excess tax benefits of $38.1 from stock option exercises, which waspartially offset by the tax effects related to (i) acquisition-related expenses during the year and (ii) refinancing-related
costs associated with the early extinguishment of debt. These items had the aggregate effect of decreasing the effective
tax rate and increasing earnings per share by the amounts noted in the table 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 7, was 24.5% for both 2020 and 2019, as reconciled in the table below to the comparable
effective tax rate based on GAAP results. For additional details related to the reconciliation between the U.S. statutory
federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated
Financial Statements.
Net income from continuing operations attributable to Amphenol Corporation and Diluted EPS were $1,203.4 and$1.96, respectively, for 2020, compared to $1,155.0 and $1.88, respectively, for 2019. Excluding the effect of theaforementioned items discussed above, Adjusted Net Income from continuing operations 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 7, were $1,151.4 and $1.87, respectively, for 2020, compared to $1,150.4 and$1.87, respectively, for 2019.

34

The following table reconciles Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Income fromcontinuing operations attributable to Amphenol Corporation, Adjusted Effective Tax Rate and Adjusted Diluted EPS (allon a continuing operations basis only, as defined in the “Non-GAAP Financial Measures” section below) to the mostdirectly comparable U.S. GAAP financial measures for the years ended December 31, 2020 and 2019:2020

Operating Operating
Income Margin (1)Reported (GAAP) . . . . . . . . . $ 1,638.4
Acquisition-related
expenses . . . . . . . . . . . . .
11.5
Loss on early
extinguishment of debt . . .
—Excess tax benefits
related to stock-based
compensation . . . . . . . . . .
——Discrete tax item . . . . . . . .
Adjusted (non-GAAP) (2) . . . $ 1,649.9

Net Income
attributable Effective
to Amphenol
Tax
Corporation Rate (1)19.1 % $1,203.4

2019

Diluted Operating Operating
EPS
Income Margin (1)Net Income
attributable Effective
to Amphenol
Tax
Corporation Rate (1)20.5 % $ 1.96 $ 1,619.2

19.7 % $1,155.0

DilutedEPS

22.2 % $ 1.88

0.1

10.7

(0.1)

0.02

25.4

0.3

21.0

(0.1)

0.03

—

—

—

—

—

—

12.5

(0.1)

0.02

—
—
19.2 % $(42.8)(19.9)
1,151.4

2.8(0.07)—
1.3(0.03)—
24.5 % $ 1.87 $ 1,644.6——
20.0 % $(38.1)—
1,150.4

2.5(0.06)——
24.5 % $ 1.87

Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations(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 measures.
(2) All percentages and per share amounts in this table were calculated using actual, unrounded results; therefore, the sum of the components may not
add due to rounding.

Liquidity and Capital Resources
Liquidity and Cash Requirements
At December 31, 2021 and 2020, the Company had cash, cash equivalents and short-term investments of $1,241.4
and $1,738.1, respectively, with the majority of the Company’s cash, cash equivalents and short-term investments on
hand located outside of the United States. On April 7, 2021, the Company used a combination of cash on hand andborrowings under its U.S. Commercial Paper Program (defined below) to fund the acquisition of MTS. In addition, on
December 1, 2021, the Company used cash on hand to fund the acquisition of Halo.
The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our cash,
cash equivalents and short-term investments on hand, the U.S. Commercial Paper Program, the Euro Commercial Paper
Program, and the Revolving Credit Facility (each as defined and discussed further below within this Item 7). The
Company believes that its cash, cash equivalents and short-term investment position on hand, ability to generate future
cash from operating activities, availability under its Revolving Credit Facility, and access to capital markets (including
the recent issuance of the Company’s $750.0 principal amount of unsecured 2.200% Senior Notes due September 15,
2031 (the “2031 Senior Notes”) in September 2021, along with borrowings under the U.S. Commercial Paper Program),provide adequate liquidity to meet both its short-term (next twelve months) and reasonably foreseeable long-term
requirements and obligations.
Cash Requirements from Known Contractual and Other Obligations
The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital
expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, payments
associated with the one-time tax on the deemed repatriation of all of the Company’s pre-2018 accumulated unremitted
earnings and profits of foreign subsidiaries (“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), funding ofpension obligations, and other contractual obligations and commitments (refer to the table below for the Company’s
material cash requirements from known contractual and other obligations). The Company may also use cash to fund allor part of the cost of future acquisitions. The Company’s debt service requirements consist primarily of principal andinterest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility andthe Commercial Paper Programs (all as defined below). The Company expects that capital expenditures in 2022 will bein a range of 3% to 4% of net sales.

35

The following table summarizes the Company’s material short- and long-term cash requirements from known
obligations pursuant to certain contracts and commitments as of December 31, 2021, as well as an estimate of the timing
in which such obligations and payments are expected to be satisfied.
Contractual Obligations(dollars in millions)

Debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest related to senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase obligations (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension and postretirement benefit obligations (4) . . .
Transition tax (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total$ 4,830.6
707.9
267.3
838.3
59.8
86.2
$ 6,790.1

Payment Due By PeriodLess than
1-3
3-5
1 year
years
years

$

4.0
99.7
75.0
793.6
7.3
15.8
$ 995.4$ 351.2
193.8
99.3
40.6
11.5
69.1
$ 765.5$ 1,763.0
164.7
48.6
2.8
12.7
1.3
$ 1,993.1

More than
5 years$ 2,712.4
249.7
44.4
1.3
28.3
—
$ 3,036.1(1) The Company has excluded expected interest payments on the Revolving Credit Facility, U.S. Commercial Paper Program and Euro Commercial Paper Program fromthe above table, as this calculation is largely dependent on average debt levels the Company expects to have during each of the years presented. The actual interest
payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2021, were approximately $2.4. Expected debt
levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common
Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.
(2) The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating
the Company’s operating lease liabilities as of December 31, 2021. The table above excludes any variable lease payments not included in the measurement of theCompany’s right-of-use assets and operating lease liabilities, due to their uncertainty. Finance leases are not material to the Company individually or in the aggregate
and as such have been excluded from the table above.
(3) Purchase obligations relate primarily to open purchase orders for goods and services, including but not limited to, raw materials and components to be used in
production.
(4) This table includes estimated benefit payments expected to be made under the Company’s unfunded pension and postretirement benefit plans, as well as the anticipatedminimum required contributions under the Company’s funded pension plans, the most significant funded plan of which covers certain of its U.S. employees. Over the
past several years, there has been no minimum requirement for Company contributions to our defined benefit pension plans in the United States (“U.S. Plans”) due toprior contributions made in excess of minimum requirements, and as a result, there was no anticipated minimum required contribution included in the table above
related to the U.S. Plans for 2022. The Company did not make any voluntary contributions to its U.S. Plans in 2021 and 2020. It is not possible to reasonably estimate
expected required contributions in the above table after 2022 since several assumptions are required to calculate minimum required contributions, such as the discountrate and expected returns on pension assets.
(5) As a result of the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system,
which significantly reduced the U.S. tax expense associated with the remittance of foreign earnings, among other changes. The Tax Act also imposed the Transition
Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries. As a result, on December 31, 2017, theCompany recorded a provisional U.S. tax expense for the Transition Tax, which was adjusted and finalized in 2018. The Transition Tax is to be paid in annual
installments over the eight-year period until 2025, as permitted under the Tax Act. The table above reflects the remaining amounts associated with the Transition Tax,
which is net of applicable tax credits and deductions. The fourth installment of the Transition Tax was paid in the second quarter of 2021.
(6) As of December 31, 2021, the Company has recorded net liabilities of approximately $176.5 related to unrecognized tax benefits. These liabilities have been excluded
from the above table due to the high degree of uncertainty regarding the timing of potential future cash flows. It is difficult to make a reasonably reliable estimate of
the amount and period in which all of these liabilities might be paid.

Repatriation of Foreign Earnings and Related Income Taxes
Following the enactment of the Tax Act in December 2017, the Company has previously indicated an intention to
repatriate most of its pre-2021 accumulated earnings and has accrued the foreign and U.S. state and local taxes, if
applicable, on those earnings, as appropriate. The associated tax payments are due as the repatriations are made. The
Company intends to indefinitely reinvest the remaining pre-2021 foreign earnings. The Company intends to distributecertain 2021 foreign earnings and has accrued foreign and U.S. state and local taxes, where applicable, on thoseearnings, as of December 31, 2021, and intends to indefinitely reinvest the remaining 2021 foreign earnings. The
Company intends to evaluate certain post-2021 earnings for repatriation, and accrue for those distributions whereappropriate, and to indefinitely reinvest all other foreign earnings. As of December 31, 2021, the Company has notprovided for deferred income taxes on undistributed foreign earnings of approximately $1,000 related to certain
geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It isimpracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be
repatriated.

36

Cash Flow Summary
The following table summarizes the Company’s cash flows from operating, investing and financing activities for theyears ended December 31, 2021, 2020 and 2019, as reflected in the Consolidated Statements of Cash Flow:

Net cash provided by operating activities from continuing operations . . . . .
Net cash used in investing activities from continuing operations . . . . . . . . .
Net cash used in financing activities from continuing operations . . . . . . . . .
Net cash change from discontinued operations. . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . .
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

$ 1,523.9 $ 1,592.0 $ 1,502.3(2,604.4)(333.5)(1,228.8)(145.1)(516.6)(648.4)733.0——(12.3)
68.9(13.2)$ (504.9) $ 810.8 $ (388.1)

Note: Net cash change from discontinued operations in the table above includes the proceeds from the sale of the Divested MTS business during
the year ended December 31, 2021, as discussed in further detail later within this Item 7.

Operating Activities
The ability to generate cash from operating activities has been one of the Company’s fundamental financial
strengths. Net cash provided by operating activities from continuing operations (“Operating Cash Flow”) was $1,523.9
in 2021, compared to $1,592.0 in 2020 and $1,502.3 in 2019. The decrease in Operating Cash Flow in 2021 compared
to 2020 is primarily due to a higher usage of cash related to the change in working capital as discussed below, partially
offset by an increase in net income from continuing operations. The increase in Operating Cash Flow in 2020 compared
to 2019 was primarily due to the increase in net income from continuing operations, along with a lower usage of cash
related to the change in working capital as discussed below.
In 2021, the components of working capital as presented on the accompanying Consolidated Statements of Cash
Flow increased $496.4, excluding the impact of acquisitions and foreign currency translation, primarily due to increases
in accounts receivable, inventories, and prepaid expenses and other current assets of $398.4, $263.0 and $20.2,
respectively, partially offset by increases in accounts payable of $131.7 and accrued liabilities, including income taxes,of $53.5. In 2020, the components of working capital as presented on the accompanying Consolidated Statements ofCash Flow increased $38.9, excluding the impact of acquisitions and foreign currency translation, due to increases inaccounts receivable, inventories, and prepaid expenses and other current assets of $146.3, $102.0 and $88.6,
respectively, partially offset by increases in accounts payable of $204.3 and accrued liabilities, including income taxes,of $93.7. In 2019, the components of working capital as presented on the accompanying Consolidated Statements ofCash Flow increased $81.6, excluding the impact of acquisitions and foreign currency translation, primarily due todecreases in accrued liabilities, including income taxes, of $129.3 and accounts payable of $60.2, partially offset by adecrease in accounts receivable of $117.3.
The following describes the significant changes in the amounts as presented on the accompanying Consolidated
Balance Sheets at December 31, 2021 compared to December 31, 2020. Accounts receivable increased $503.2 to$2,454.8 primarily due to higher sales in the fourth quarter of 2021 relative to the fourth quarter of 2020, along with theimpact of the seven acquisitions (collectively, the “2021 Acquisitions”) that closed during 2021, in particular the MTS
and Halo acquisitions, all of which was partially offset by the effect of translation from exchange rate changes(“Translation”) at December 31, 2021 compared to December 31, 2020. Days sales outstanding at December 31, 2021
and 2020 were 71 days and 72 days, respectively. Inventories increased $431.9 to $1,894.1, primarily due to higher
sales, along with the impact of our 2021 Acquisitions, partially offset by Translation. Inventory days at December 31,
2021 and 2020 were 80 days and 79 days, respectively. Prepaid expenses and other current assets increased $29.0 to$367.9, primarily due to increases in certain prepaid expenses and other current receivables as well as the impact of the2021 Acquisitions. Property, plant and equipment, net, increased $120.7 to $1,175.3, primarily due to capital
expenditures of $360.4 and the impact of the 2021 Acquisitions, partially offset by depreciation of $302.9, disposals andTranslation. Goodwill increased $1,344.7 to $6,376.8, resulting from goodwill recognized related to the 2021
Acquisitions, primarily from the MTS and Halo acquisitions, partially offset by Translation. Other intangible assets, net,increased $359.4 to $756.9 due to the recognition of certain intangible assets related to the 2021 Acquisitions, primarily
from the MTS and Halo acquisitions, partially offset by amortization of $86.4 related to the Company’s intangible
assets. Other long-term assets increased $58.9 to $411.2, primarily due to increases in (i) overfunded pension plans
primarily in the U.S. and (ii) operating lease right-of-use assets resulting from both leases assumed from the 2021
Acquisitions as well as new and renewed lease agreements entered into during the year. Accounts payable increased$191.3 to $1,312.0, primarily as a result of increased purchasing activity related to higher sales levels, along with the37

impact of the 2021 Acquisitions. Payable days at December 31, 2021 and 2020 were 56 days and 61 days, respectively.
Total accrued expenses, including accrued income taxes, increased $177.8 to $1,131.1, primarily as a result of the MTS
acquisition and the other 2021 Acquisitions, along with an increase in accrued salaries, wages and employee benefits,
and other accrued expenses, partially offset by a decrease in accrued income taxes, primarily resulting from U.S. federal
tax payments. Accrued pension and postretirement benefit obligations decreased $35.2 to $193.4, primarily due to theimpact of higher discount rates used to calculate our projected benefit obligation, along with Translation. Other longterm liabilities, including deferred tax liabilities, increased $156.6 to $862.9, primarily as a result of an increase indeferred tax liabilities resulting from the MTS and Halo acquisitions, along with an increase in long-term operating leaseliabilities resulting from both leases assumed from the 2021 Acquisitions as well as new and renewed lease agreements
entered into during the year.
In 2021, 2020 and 2019, the Company made aggregate cash contributions to its defined benefit pension plans ofapproximately $6.8, $6.5 and $6.6, respectively. There is no current requirement for cash contributions to any of theCompany’s 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, as discussed in more detail in
Note 9 of the Notes to Consolidated Financial Statements.
In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measuredefined in the “Non-GAAP Financial Measures” section below, as a key metric in measuring the Company’s ability togenerate cash. The following table reconciles Free Cash Flow to its most directly comparable U.S. GAAP financial
measure for the years ended December 31, 2021, 2020 and 2019. The decrease in Free Cash Flow in 2021 compared to2020 was driven by the increase in capital expenditures to support our strong sales growth and, to a lesser extent, thedecrease in Operating Cash Flow, as described above. The increase in Free Cash Flow in 2020 compared to 2019 was
driven by the increase in Operating Cash Flow, as described above, and, to a lesser extent, a decrease in capital
expenditures. The following table is on a continuing operations basis only and excludes any cash flows related to
discontinued operations:Operating Cash Flow (GAAP) . . . . . . . . . . . . . . . . . . . . .
Capital expenditures (GAAP) . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposals of property, plant andequipment (GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Free Cash Flow (non-GAAP) . . . . . . . . . . . . . . . . . . . . . .

2021

2020

2019

3.7
$ 1,167.2

12.7$ 1,327.9

7.4$ 1,214.7$ 1,523.9 $ 1,592.0 $ 1,502.3(360.4)(276.8)(295.0)Investing Activities
Cash flows from investing activities consist primarily of cash flows associated with capital expenditures, proceedsfrom disposals of property, plant and equipment, purchases (sales and maturities) of short-term investments, net, andacquisitions.
Net cash used in investing activities from continuing operations was $2,604.4 in 2021, compared to $333.5 in 2020
and $1,228.8 in 2019. In 2021, net cash used in investing activities from continuing operations was driven primarily by
the use of $2,225.4 to fund acquisitions, capital expenditures (net of disposals) of $356.7, and net purchases of shortterm investments of $8.6. In 2020, net cash used in investing activities from continuing operations was driven primarily
by capital expenditures (net of disposals) of $264.1, the use of $50.4 to fund acquisitions, and net purchases of shortterm investments of $18.4. In 2019, net cash used in investing activities from continuing operations was driven
primarily by the use of $937.4 to fund acquisitions, capital expenditures (net of disposals) of $287.6, and net purchasesof short-term investments of $3.8.
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 distributions to and purchases of noncontrolling interests.
Net cash used in financing activities from continuing operations was $145.1 in 2021, compared to $516.6 in 2020
and $648.4 in 2019. In 2021, net cash used in financing activities from continuing operations was driven primarily by(i) debt repayments of $912.6, primarily related to the repayment of the assumed outstanding MTS senior notes in the38second quarter of 2021 as well as the redemption of the 3.125% Senior Notes in the third quarter of 2021 and theredemption of the 4.00% Senior Notes in the fourth quarter of 2021, (ii) repurchases of the Company’s Common Stockof $661.7, (iii) dividend payments of $346.7, (iv) a cash transfer of $28.7 made by the Company’s continuing operations
to its discontinued operations in order to fund the September 2021 payment of contingent consideration assumed as partof the MTS acquisition, (v) distributions to and purchases of noncontrolling interests of $18.9, (vi) payments of $9.3
related to debt financing costs associated with the 2031 Senior Notes, and (vii) payments of $4.1 associated with thedeferred purchase price related to acquisitions, partially offset by (a) net borrowings of $796.3 primarily under the U.S.
Commercial Paper Program, the majority of the proceeds of which were used to fund acquisitions and to redeem the
3.125% Senior Notes and the 4.00% Senior Notes, (b) net cash proceeds of $752.1, primarily related to the
September 2021 issuance of the 2031 Senior Notes, and (c) cash proceeds of $288.5 from the exercise of stock options.
In 2020, net cash used in financing activities from continuing operations was driven primarily by (i) repurchases of theCompany’s Common Stock of $641.3, (ii) debt repayments of $404.4 related to the Company’s 2.20% U.S. Senior Notes
due April 2020 and other debt, (iii) net repayments of $385.8 related to the Company’s Commercial Paper Programs,(iv) dividend payments of $297.6, (v) payment of $75.0 related to acquisition-related contingent consideration,(vi) payment of $16.2 associated with the deferred purchase price related to an acquisition, (vii) distributions to andpurchases of noncontrolling interests of $14.9, (vii) payments of $8.7 related to debt financing costs primarily associatedwith the 2025 Senior Notes and 2026 Euro Notes (each as defined below), and (viii) net repayments of $0.7 under theCompany’s credit facilities, partially offset by (a) aggregate net cash proceeds of $942.3 from both the February 2020
issuance of the 2025 Senior Notes and the May 2020 issuance of the 2026 Euro Notes and (b) cash proceeds of $385.7
from the exercise of stock options. In 2019, net cash used in financing activities from continuing operations was driven
primarily by (i) the aggregate debt repayments of $1,111.5 associated with certain of the Company’s senior notes (the2.55% U.S. Senior Notes due January 2019 and the early extinguishment of the Tendered Notes in September 2019) andother long-term debt, (ii) repurchases of the Company’s Common Stock of $601.7, (iii) dividend payments of $279.5,(iv) net repayments of $229.0 related to the Company’s Commercial Paper Programs, (v) distributions to and purchasesof noncontrolling interests of $43.3, (vi) payments of $14.9 related to debt financing costs primarily associated with the
Revolving Credit Facility, the 4.350% Senior Notes due June 2029 (the “2029 Senior Notes”), and the 2.800% SeniorNotes due February 2030 (the “2030 Senior Notes”), and (vii) premiums and fees paid of $13.4 related to the early
extinguishment of the Tendered Notes, partially offset by (a) aggregate net cash proceeds of $1,398.8 from the issuancesof the 2029 Senior Notes and the 2030 Senior Notes and (b) cash proceeds of $246.1 from the exercise of stock options.
The Company has significant flexibility to meet its financial commitments. The Company uses debt financing tolower the overall cost of capital and increase return on stockholders’ equity. The Company’s debt financing includes theuse of the Commercial Paper Programs, the Revolving Credit Facility and senior notes as part of its overall cash
management strategy.
On November 30, 2021, the Company amended and restated its $2,500.0 unsecured revolving credit facility (the“Revolving Credit Facility”). As a result, the Revolving Credit Facility no longer references LIBOR for interest rate
determinations. The Revolving Credit Facility maintains the lenders’ aggregate commitments under the facility at$2,500.0. The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, invarious currencies, at a spread that varies based on the Company’s debt rating over certain currency-specific benchmark
rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured
Overnight Financing Rate (“SOFR”). The Company may utilize the Revolving Credit Facility for general corporate
purposes. At December 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility. The
Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that theCompany satisfy certain financial covenants. At December 31, 2021, the Company was in compliance with the financial
covenants under the Revolving Credit Facility.
The Company has a commercial paper program pursuant to which the Company may issue short-term unsecuredcommercial paper notes (the “USCP Notes”) in one or more private placements in the United States (the “U.S.
Commercial Paper Program”). The maximum aggregate principal amount outstanding of USCP Notes at any time is$2,500.0. On April 7, 2021, a combination of borrowings under the U.S. Commercial Paper Program and cash on handwere used to fund the acquisition of MTS. The Company also used borrowings under the U.S. Commercial Paper
Program to (i) redeem, in the third quarter of 2021, its unsecured 3.125% Senior Notes due September 15, 2021, of
which $227.7 aggregate principal amount was outstanding and (ii) redeem, in the fourth quarter of 2021, its unsecured
4.00% Senior Notes due February 1, 2022, of which $295.0 aggregate principal amount was outstanding. As of
December 31, 2021, the amount of USCP Notes outstanding was $795.2, with a weighted average interest rate of 0.29%.

39

In July 2018, the Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) entered into acommercial 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 unsecuredcommercial 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 maximum aggregate principal amount outstanding of ECP Notes at any
time is $2,000.0. As of December 31, 2021, there were no ECP Notes outstanding.
Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time totime. In conjunction with the Revolving Credit Facility, as of December 31, 2021, the authorization from the Board
limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper orsimilar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $2,500.0 in theaggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the
Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn
under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds ofthe issuances of Commercial Paper are expected to be used for general corporate purposes. The Company reviews its
optimal mix of short-term and long-term debt regularly and may replace certain amounts of Commercial Paper, shortterm debt and current maturities of long-term debt with new issuances of long-term debt in the future.
As of December 31, 2021, the Company has outstanding senior notes (the “Senior Notes”) as follows:$€

Principal
Amount

350.0
400.0
500.0
900.0
750.0

500.0
500.0

Interest
Rate

Maturity

3.20 %
2.050 %
4.350 %
2.80 %
2.200 %

April 2024
March 2025
June 2029
February 2030
September 2031

0.750 %
2.00 %

May 2026 (Euro Notes)
October 2028 (Euro Notes)

On September 14, 2021, the Company issued the 2031 Senior Notes due September 15, 2031. The Company used
the net proceeds from the 2031 Senior Notes to repay certain outstanding borrowings under the U.S. Commercial Paper
Program.
On February 20, 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due
March 1, 2025 (the “2025 Senior Notes”). On April 1, 2020, the Company used the net proceeds from the 2025 SeniorNotes, together with cash on hand, to repay the $400.0 outstanding principal amount of unsecured 2.20% Senior Notes
due April 1, 2020 upon maturity.
All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured andrank equally in right of payment with the Company’s and the Euro Issuer’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.
On May 4, 2020, the Euro Issuer issued €500.0 (approximately $545.4 at date of issuance) principal amount of
unsecured 0.750% Senior Notes due May 4, 2026 (the “2026 Euro Notes”). The Company used the net proceeds fromthe 2026 Euro Notes to repay amounts outstanding under the then existing revolving credit facility.
In 2018, the Euro Issuer issued €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured
2.000% Senior Notes due October 8, 2028 (the “2028 Euro Notes”, collectively with the 2026 Euro Notes, “Euro Notes”,
and collectively with the 2026 Euro Notes and the U.S. Senior Notes, the “Senior Notes”). The Company used a portionof 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 Euro Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s otherunsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the40Company. Interest on each series of Euro Notes is payable annually. The Company may, at its option, redeem some or
all of any series of Euro Notes at any time, subject to certain terms and conditions.
The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it
satisfies certain financial requirements. On December 31, 2021, the Company was in compliance with all requirements
under its Senior Notes. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related
to the Company’s debt.
In April 2018, the Board authorized a stock repurchase program under which the Company could 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 “Exchange Act”). During the year ended December 31, 2021, the Company repurchased 3.1 million
shares of its Common Stock for $203.8 under the 2018 Stock Repurchase Program. As a result of these purchases, theCompany completed all purchases authorized under the 2018 Stock Repurchase Program and, therefore, the 2018 Stock
Repurchase Program has terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program,
0.3 million shares, or $19.8, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million shares,
or $184.0, were retired by the Company. During the years ended December 31, 2020 and 2019, the Company
repurchased 12.0 million and 13.1 million shares of its Common Stock for $641.3 and $601.7, respectively, under the2018 Stock Repurchase Program. Of the total repurchases made in 2020, 2.7 million shares, or $153.9, were retained in
Treasury stock at the time of repurchase; the remaining 9.3 million shares, or $487.4, were retired by the Company. Of
the total repurchases made in 2019, 2.0 million shares, or $87.6, were retained in Treasury stock at the time of
repurchase; the remaining 11.1 million shares, or $514.1, were retired by the Company.
On April 27, 2021, the Board 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 27, 2024 (the “2021 Stock
Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the year ended
December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $457.9 under the 2021 Stock
Repurchase Program. Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 0.4 million
shares, or $33.0, have been retained in Treasury stock at the time of repurchase; the remaining 5.8 million shares, or$424.9, have been or will be retired by the Company. From January 1, 2022 through January 31, 2022, the Company
repurchased 0.6 million additional shares of its Common Stock for $50.0 under the 2021 Stock Repurchase Program,and, as of February 1, 2022, has remaining authorization to purchase up to $1,492.1 of its Common Stock under the 2021
Stock Repurchase Program. The price and timing of any future purchases under the 2021 Stock Repurchase Program
will depend on a number of factors such as levels of cash generation from operations, the volume of stock options
exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and theprice of the Company’s Common Stock.
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.
On October 20, 2020, the Board approved an increase to its quarterly dividend rate from $0.125 per share to $0.145 pershare effective with dividends declared in the fourth quarter of 2020, and then on October 26, 2021, approved a further
increase to its quarterly dividend rate from $0.145 per share to $0.20 per share effective with dividends declared in the
fourth quarter of 2021, contingent upon declaration by the Board. The following table summarizes the declared
quarterly dividends per share for each of the three years ended December 31, 2021, 2020 and 2019:
2021

First Quarter . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . .
Third Quarter. . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . .

$ 0.145
0.145
0.145
0.20
$ 0.6352020$ 0.125
0.125
0.125
0.145
$ 0.522019$ 0.115
0.115
0.125
0.125
$ 0.48The following table summarizes the dividends declared and paid for the years ended December 31, 2021, 2020 and
2019:
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . . . . .

41

2021

$ 379.7
346.7

2020

$ 310.0
297.6

2019

$ 285.3
279.5

LIBOR Transition
In July 2017, the United Kingdom's Financial Conduct Authority (the “FCA”), which regulates the London
Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by the end of 2021. In
December 2020, the ICE Benchmark Administration published a consultation on its intention to extend the publicationof certain U.S. dollar LIBOR (“USD LIBOR”) rates until June 30, 2023. Subsequently in March 2021, the FCA
announced some USD LIBOR tenors (overnight, 1-month, 3-month, 6-month and 12-month) will continue to be
published until June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates
Committee, a steering committee comprised of large U.S. financial institutions, identified the SOFR as its preferredbenchmark alternative to USD LIBOR. The SOFR represents a measure of the cost of borrowing cash overnight,
collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed
repurchase transactions. In March 2020, in response to this transition, the Financial Accounting Standards Board(“FASB”) issued accounting guidance providing certain optional expedients and exceptions for applying U.S. GAAP tocontracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to bediscontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace
discontinued reference rates with new rates. In January 2021, the FASB issued further clarifying guidance surrounding
derivatives, as it relates to this transition. Effective November 30, 2021, the Revolving Credit Facility no longer
references LIBOR for interest rate determinations. Due to our current limited reliance on borrowings tied to LIBOR, theCompany currently believes that the LIBOR transition will not have a material impact on its financial condition, resultsof operations or cash flows.
Pensions
The Company and certain of its subsidiaries in the United States have defined benefit pension plans (“U.S. Plans”),
which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of theaggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service andcompensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S. Plans andare instead covered by various defined contribution plans. Certain foreign subsidiaries also have defined benefit planscovering their employees (the “Foreign Plans” and, together with the U.S. Plans, the “Plans”). The total liability for
accrued pension and postretirement benefit obligations associated with the Company’s underfunded pension andpostretirement benefit plans decreased in 2021 to $173.9 from $211.0 in 2020, primarily due to the impact of higher
discount rates on our projected benefit obligation, along with actual returns on plan assets. 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 contributionsin the future.
Refer to Note 9 of the Notes to Consolidated Financial Statements for further discussion of the Company’s benefit
plans and other postretirement benefit plans.
Acquisitions and Divestitures
During 2021, the Company completed seven acquisitions for $2,225.4, net of cash acquired, while also completingthe divestiture of the Divested MTS business, as defined and discussed below. All but one of the 2021 Acquisitions
were included in the Interconnect Products and Assemblies segment. The 2021 Acquisitions were not material, either
individually or in the aggregate, to the Company.
Acquisition of MTS
On April 7, 2021, pursuant to a definitive agreement dated December 9, 2020, by and among the Company and
MTS Systems Corporation (“MTS”), the Company completed the acquisition of MTS for a total enterprise value ofapproximately $1,700, net of cash acquired and including the repayment of all outstanding debt and certain liabilities.
The MTS acquisition was funded through a combination of borrowings under the U.S. Commercial Paper Program andcash on hand. At closing, the Company paid approximately $1,300, net of cash acquired, for 100% of the common stockof MTS, including certain liabilities settled at closing, which is reflected within Net cash used in investing activities fromcontinuing operations in the accompanying Consolidated Statements of Cash Flow for the year ended December 31,
2021. In addition, the Company also assumed MTS’s then-outstanding $350.0 principal amount of senior notes due
August 15, 2027. Shortly after the closing, the Company repaid and settled the MTS senior notes for approximately$387.3, which included accrued interest and a make-whole premium incurred as a result of the early extinguishment of
the senior notes. The repayment of the outstanding senior notes, including the make-whole premium and excluding42interest, was reflected within Net cash used in financing activities from continuing operations in the accompanying
Consolidated Statements of Cash Flow for the year ended December 31, 2021. Prior to the acquisition, MTS was aleading global supplier of precision sensors, advanced test systems and motion simulators. MTS was historicallyorganized into two business segments: Sensors (“MTS Sensors”) and Test & Simulation (“MTS T&S”). The MTS
Sensors business provides the Company with a highly complementary offering of high-technology, harsh environment
sensors sold into diverse end markets and applications. The MTS Sensors business further expands the Company’s
range of sensor and sensor-based products across a wide array of industries and is reported as part of our continuing
operations and within our Interconnect Products and Assemblies segment. In the second quarter of 2021, the Company
incurred $55.4 ($44.6 after-tax, or $0.07 per diluted share) of acquisition-related expenses, comprised primarily oftransaction, severance, restructuring and certain non-cash purchase accounting costs related to the MTS acquisition.
Sale of the Divested MTS Business
On January 19, 2021 and prior to the closing of the MTS acquisition, the Company entered into a definitive
agreement to sell MTS (including the MTS T&S business, but excluding the MTS Sensors business) to Illinois Tool
Works Inc. (“ITW”). Throughout this Annual Report, we refer to MTS (including the MTS T&S business, but
excluding the MTS Sensors business) as the “Divested MTS business”. As a result of the agreement to sell the Divested
MTS business to ITW, the Company concluded that the Divested MTS business met the discontinued operations
reporting criteria and “held for sale” accounting criteria as of the MTS acquisition date of April 7, 2021, andconsequently, the Company did not assign the Divested MTS business to either of its two reportable business segments.
Accordingly, the Company accounted for the operating results and related cash flows associated with the Divested MTS
business as discontinued operations through the date of its sale to ITW in the accompanying Consolidated Financial
Statements. Income from discontinued operations attributable to Amphenol Corporation, net of income taxes, was $21.4
for the year ended December 31, 2021. On December 1, 2021, the Company completed the sale of the Divested MTS
business for approximately $750, net of cash divested and excluding related transaction fees and expenses. The proceedsfrom the sale of the Divested MTS business were included in Net cash provided by investing activities fromdiscontinued operations in the Consolidated Statements of Cash Flow for the year ended December 31, 2021. Amphenol
has no continuing involvement with the Divested MTS business now that its sale has been consummated. After giving
effect to the sale of the Divested MTS business as well as the repayment of the aforementioned MTS senior notes as partof the MTS acquisition, the Company paid approximately $950, net of cash acquired and excluding related transaction
fees and expenses, for the retained MTS Sensors business. Refer to Note 12 of the Notes to Consolidated Financial
Statements for further details related to the completed divestiture of the Divested MTS business.
Acquisition of Halo Technology Limited
On December 1, 2021, the Company completed the acquisition of approximately 97% of the common stock of Halo
Technology Limited (“Halo”) for a purchase price of approximately $694, net of cash acquired. The sellers retained aless than 3% noncontrolling interest in Halo, which includes redeemable features that are outside the control of theCompany and therefore, has been classified as temporary equity on the Consolidated Balance Sheet as of December 31,
2021, as discussed in more detail in Notes 1 and 5 of the Notes to Consolidated Financial Statements. The acquisition
was funded with cash on hand. Halo, which is headquartered in the United States (California), is a leading provider ofactive and passive fiber optic interconnect components, with product offerings that are highly complementary to ourexisting high-speed and fiber optic interconnect solutions for the communications infrastructure markets. The operating
results for Halo have been included within continuing operations in the Consolidated Statements of Income since theacquisition date.
For further discussion of the Company’s acquisitions, as well as the Company’s discontinued operations andcompleted divestiture of the Divested MTS business, refer to Note 11 and Note 12, respectively, of the Notes toConsolidated Financial Statements.
Environmental Matters
Certain operations of the Company are subject to environmental laws and regulations that govern the discharge ofpollutants 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. For more information on certain environmental matters, refer to Note 15 of theNotes to Consolidated Financial Statements.

43

Inflation and Costs
The cost of the Company’s products is influenced by the cost of a wide variety of raw materials. The Company
strives to offset the impact of increases in the cost of raw materials, labor and services through price increases,
productivity improvements and cost saving programs. However, in certain markets, particularly in communications
related markets, implementing price increases can be difficult and there is no guarantee that the Company will be
successful. From time to time, the Company may encounter difficulties in obtaining certain raw materials orcomponents necessary for production due to supply chain constraints and logistical challenges, which may also
negatively impact the pricing of materials and components sourced or used by the Company. While the Company does
not currently anticipate any significant, broad-based difficulties in obtaining raw materials or components necessary for
production, beginning in 2021 and into 2022, there have been supply chain and logistical challenges that have impacted
the global economy, including our Company, and have caused supply constraints and commodity price increases oncertain raw materials and components used by the Company in production, as well as lower availability of, and increased
prices for, freight and logistics, including air, sea and ground freight. Consequently, the Company may experience
supply shortages for discrete raw materials or components in the future, which could be further exacerbated by increased
commodity prices and additional inflation. For a discussion of certain risks related to inflation and costs, refer to the risk
factor titled “The Company and certain of its suppliers and customers are experiencing difficulties obtaining certain raw
materials and components, and the cost of most of the Company’s raw materials and components is increasing” in Part I,
Item 1A herein.
Foreign Currency Exchange Rates
The Company conducts business in many foreign currencies through its worldwide operations, and as a result issubject to foreign exchange exposure due to changes in exchange rates of the various currencies, including possible
currency devaluations. Changes in exchange rates can positively or negatively affect the Company’s sales, operating
margins and equity. The Company attempts to minimize currency exposure risk in a number of ways including
producing its products in the same country or region in which the products are sold, thereby generating revenues andincurring expenses in the same currency, cost reduction and pricing actions, working capital management and hedging
contracts. However, there can be no assurance that these actions will be fully effective in managing currency risk,
including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s
worldwide operations. For further discussion of foreign exchange exposures, risks and uncertainties, refer to the risk
factor titled “The Company’s results have at times been negatively affected by foreign currency exchange rates” inPart I, Item 1A herein.
Non-GAAP Financial Measures
In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows inaccordance 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 Board 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 year-over-year comparative results, in addition to the reasons noted below. NonGAAP financial measures related to operating income, operating margin, net income from continuing operations
attributable to Amphenol Corporation, effective tax rate and diluted EPS from continuing operations exclude income andexpenses that are not directly related to the Company’s operating performance during the years presented. Items
excluded in the presentation of 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) theexcess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. NonGAAP financial measures related to net sales exclude the impact of foreign currency exchange rates andacquisitions. Non-GAAP financial measures and their most directly comparable U.S. GAAP financial measurespresented within this Item 7 are on a continuing operations basis only and exclude any results associated withdiscontinued operations. 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 the44most directly comparable U.S. GAAP financial measures for the years ended December 31, 2021, 2020 and 2019 are
included in “Results of Operations” and “Liquidity and Capital Resources” within this Item 7:•

Adjusted Diluted EPS is defined as diluted earnings per share from continuing operations (as reported inaccordance 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 years presented. Adjusted Diluted EPS is
calculated as Adjusted Net Income from continuing operations attributable to Amphenol Corporation, as
defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated
Statements of Income.

•

Adjusted Effective Tax Rate is defined as Provision for income taxes, as reported in the Consolidated Statementsof Income, expressed as a percentage of Income from continuing operations before income taxes, as reported in
the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects thatare not directly related to the Company’s operating performance during the years presented.

•

Adjusted Net Income from continuing operations attributable to Amphenol Corporation is defined as Net
income from continuing operations attributable to Amphenol Corporation, as reported in the 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 years presented.

•

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

•

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

•

Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth,
excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject tovolatility related to foreign currency translation fluctuations. As such, management evaluates the Company’ssales 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 toassess the underlying sales trends.

•

Free Cash Flow is defined as (i) Net cash provided by operating activities from continuing operations(“Operating Cash Flow” - as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported
in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported
in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow. Free
Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management andinvestors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in thegrowth of the Company or to return to stockholders through either stock repurchases or dividends.

•

Organic Net Sales Growth is defined as the year-over-year percentage change in net sales growth resulting fromoperating volume and pricing changes, and excludes the impact of (i) changes in foreign currency exchange
rates (described above), which is outside the control of the Company, and (ii) acquisitions, both of which aretaken as a percentage of the respective prior year period(s) net sales. The acquisition impact represents thepercentage impact on net sales resulting from acquisitions that have not been included in the Company’s
consolidated results for the full current year period(s) and/or prior comparable year period(s) presented. Suchnet sales related to these acquisitions do not reflect the underlying growth of the Company on a comparativebasis. Management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, aswell as Constant Currency Net Sales Growth (defined above) and Organic Net Sales Growth, and believes thatsuch information is useful to investors to assess the underlying sales trends.

Recent Accounting Pronouncements
Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting
pronouncements, including those adopted by the Company.

45

Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Management bases its
estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases
for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere.
Estimates are adjusted as new information becomes available. Actual results could differ from those estimates. The
Company believes that the following accounting policies and estimates are most critical since they require significant
assumptions and judgments that inherently are subject to risks and uncertainties. The significant accounting policies are
more fully described in Note 1 of the Notes to Consolidated Financial Statements.
Revenue Recognition
Topic 606
The Company’s net sales in the Consolidated Statements of Income for the years ended December 31, 2021, 2020
and 2019 are presented under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with
Customers (Topic 606) (collectively with its related subsequent amendments, “Topic 606”). The Company’s primarysource of revenues consist of product sales to either end customers and their appointed contract manufacturers (including
original equipment manufacturers) or to distributors. Our revenues are derived from contracts with customers, which inmost cases are customer purchase orders that may be governed by master sales agreements. For each contract, thepromise 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 toeach distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities andcollected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in
the transaction price.
The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue
when control transfers to the customer, which generally occurs when we ship or deliver the product from ourmanufacturing facility to our customers, when our customer accepts and has legal title of the goods, and where theCompany has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point or (ii) when the productarrives at its destination. For the years ended December 31, 2021, 2020 and 2019, less than 5% of our net sales wererecognized over time, where 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 topayment, 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 andlabor 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 generallycommensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy
our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in
the Consolidated Balance Sheets were not material as of December 31, 2021 and 2020.
Standard product warranty coverage, which provides assurance that our products will conform to the contractuallyagreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or
separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal tothe purchase price or a promise to repair or replace the product for a specified period of time at no additional charge.
We estimate our warranty liability based on historical experience, product history, and current trends.

46

Income Taxes
Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income
tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates ondeferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed
earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently
reinvest such earnings outside the United States. As of December 31, 2021, the Company has not provided for deferredincome taxes on undistributed foreign earnings of approximately $1,000 related to certain geographies, as it is theCompany’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate theamount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, theCompany remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its
investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis
differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipatedearnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not berecovered.
The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only
if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of
the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on
the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The
Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.
As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain
earnings of foreign subsidiaries. The Company elected an accounting policy to account for GILTI as a period cost. The
U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act andproposed additional guidance related to the same provisions. The Company will account for the impact of additional
guidance in the period in which any new guidance is released, if appropriate.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
(amounts in millions)

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.
Foreign Currency Exchange Rate Risk
The Company conducts business in many foreign currencies through its worldwide operations, and as a result issubject to foreign exchange exposure due to changes in exchange rates of the various currencies. Changes in exchange
rates can positively or negatively affect the Company’s sales, operating margins and equity. The Company attempts tomanage currency exposure risk in a number of ways including producing its products in the same country or region inwhich the products are sold (thereby generating revenues and incurring expenses in the same currency), cost reduction
and pricing actions, working capital management and hedging contracts. However, there can be no assurance that theseactions will be fully effective in managing currency risk, including in the event of a significant and sudden decline in thevalue of any of the foreign currencies of the Company’s worldwide operations.
In May 2020, one of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) issued €500.0(approximately $545.4) principal amount of unsecured 0.750% senior notes (“2026 Euro Notes”) due May 4, 2026. In
October 2018, (i) the Euro Issuer issued €500.0 (approximately $574.6) principal amount of unsecured 2.000% seniornotes (“2028 Euro Notes” and collectively with the 2026 Euro Notes, the “Euro Notes”) due October 8, 2028 and (ii) the
Company and the Euro Issuer entered into a euro-commercial paper program (the “Euro Commercial Paper Program”
and collectively with the U.S. Commercial Paper Program, “Commercial Paper Programs”). While the Euro Notes aredenominated in Euros, the Company may borrow, from time to time, under the Revolving Credit Facility and Euro
Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign
currencies, including the Euro. When borrowing in foreign currencies, there can be no assurance that the Company can
successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of
any of the foreign currencies in which such borrowings are made. Refer to Note 4 of the Notes to Consolidated
Financial Statements for a discussion of debt.

47

The Company utilizes foreign exchange forward contracts to hedge foreign currency exchange rate fluctuations for
exposures associated with (i) certain transactions denominated in foreign currencies and (ii) net investments in certain
foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2021, the fairvalue of such foreign exchange forward contracts was not material. A 10% change in foreign currency exchange rates
would not have a material effect on the value of the hedges as of December 31, 2021 and 2020. The Company does notengage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments arewith large financial institutions with strong credit ratings. As of December 31, 2021, the Company does not have any
significant concentration of exposure with any one counterparty. Refer to Note 1 and Note 5 of the Notes toConsolidated Financial Statements for a discussion of derivative financial instruments.
Interest Rate Risk
The Company is subject to market risk from exposure to changes in interest rates based on the Company’s financing
activities. The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. The
Company currently has various fixed rate series of senior notes outstanding over various maturity dates, one of which
was issued in 2021 and two in 2020. In September 2021, the Company issued $750.0 principal amount of unsecured
2.200% Senior Notes due September 15, 2031, the net proceeds of which were used to repay certain outstanding
borrowings under the U.S. Commercial Paper Program. In May 2020, the Euro Issuer issued the unsecured 2026 Euro
Notes, the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit
facility. In February 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due
March 1, 2025, the net proceeds of which were used, together with cash on hand, to repay the $400.0 outstanding
principal amount of 2.20% Senior Notes due April 1, 2020 upon maturity.
Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies
based on the Company’s debt rating over certain currency-specific benchmark rates, which benchmark rates in the caseof U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).
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 related to changes in interest
rates. As of December 31, 2021, approximately $804, or 17%, of the Company’s outstanding borrowings, primarily
under the U.S. Commercial Paper Program, were subject to floating interest rates; the Company’s weighted average
floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2021 was 0.29%. As of
December 31, 2020, there were no outstanding borrowings under the U.S. Commercial Paper Program. As of
December 31, 2021 and 2020, there were no outstanding borrowings under the Revolving Credit Facility and Euro
Commercial Paper Program. A 10% change in the interest rate at December 31, 2021 and 2020 under our Revolving
Credit Facility or Commercial Paper Programs would not have a material effect on interest expense. The Company does
not expect changes in interest rates to have a material effect on income or cash flows in 2022, although there can be noassurances that interest rates will not change significantly.

48

Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Amphenol Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the“Company”) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income,changes in equity, and cash flow, for each of the three years in the period ended December 31, 2021, and the related
notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also
have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsof the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the UnitedStates of America (generally accepted accounting principles). Also, in our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reporting as of December 31, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control overfinancial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in theaccompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial
statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are apublic accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) andare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting wasmaintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of thefinancial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. Our audits also included performing such other procedures as we considered necessary in thecircumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

49

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statementsthat was communicated or required to be communicated to the audit committee and that (1) relates to accounts ordisclosures that are material to the financial statements and (2) involved our especially challenging, subjective, orcomplex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements
Critical Audit Matter Description
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. 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. The tax effects of an uncertain tax position taken or
expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on
examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognizedin the financial statements from such a position are measured based on the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement.
Management judgment is required to identify and evaluate each uncertain tax position to determine whether the more
likely than not recognition thresholds have been met. Further, the evaluation of each uncertain tax position requires
management to apply specialized skill and knowledge related to the identified position. The Company has unrecognizedtax benefits of $182.2 million, including penalties and interest, as of December 31, 2021.
We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by themultiple jurisdictions in which the Company files its tax returns, each of which has differing and complex tax laws andregulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve ourincome tax specialists, when performing audit procedures to evaluate management’s identification of uncertain tax positions,the estimates of the amounts to be realized and whether it is more likely than not that the tax position will be sustained.

How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to uncertain tax positions included the following, among others:• We tested the effectiveness of controls over the uncertain tax positions for income taxes, including management’s
controls over the identification and recording of uncertain tax positions as well as the determination of whether it ismore likely than not that the tax position will be sustained.
• With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding
uncertain tax positions including:o Assessing the reasonableness of the methods and assumptions used by management to identify uncertain tax
positions including but not limited to:Evaluating former and ongoing tax audits by tax authorities



Evaluating transactions for which third-party tax advice or tax opinions were received



Determining if there’s any additional information available to us that was not identified and considered inmanagement’s assessment.

o Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology
used to determine the uncertain tax liability.
o Evaluating management’s conclusion with respect to whether uncertain tax positions accounted for in priorperiods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether
the resolution of the tax position has been appropriately accounted for in the financial statements.
o Evaluating tax positions that have not yet settled or are within statute to determine whether any new
information regarding the sustainability of these tax positions or measurement of tax benefit is present suchthat a previously unrecognized uncertain tax position is recognized.

Hartford, Connecticut
February 9, 2022
We have served as the Company's auditor since 1997.

50

AMPHENOL CORPORATION
Consolidated Statements of Income(dollars and shares in millions, except per share data)

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income from continuing operations attributable to noncontrollinginterests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income from continuing operations attributable toAmphenol Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations attributable to Amphenol
Corporation, net of income taxes of ($3.2) for 2021 . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per common share attributable to Amphenol Corporation — Basic:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation — Basic. . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

$ 10,876.3 $ 8,598.9 $ 8,225.4
7,474.5
5,934.8
5,609.4
3,401.8
2,664.1
2,616.0
70.4
11.5
25.4
1,226.3
1,014.2
971.4
2,105.1
1,638.4
1,619.2$$$$

Weighted average common shares outstanding — Diluted . . . . . . . . . . . . . . . . . . . . .
Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note: Per share amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

51(115.4)—
3.6
1,526.6(313.3)
1,213.3(117.6)(14.3)
8.6
1,495.9(331.9)1,164.0(10.7)

(9.9)

(9.0)

1,569.4

1,203.4

1,155.0——
21.4$ 1,590.8 $ 1,203.4 $ 1,155.0

Weighted average common shares outstanding — Basic . . . . . . . . . . . . . . . . . . . . . .
Net income per common share attributable to Amphenol Corporation — Diluted:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation — Diluted . . . . . . . . . . . . . . . . .

(115.5)—(0.4)
1,989.2(409.1)
1,580.1$

2.62 $
0.04
2.66 $

2.02 $—
2.02 $

1.94
—
1.94

597.9

596.1

595.0

2.51 $
0.03
2.54 $

1.96 $—
1.96 $

1.88
—
1.88

625.5

615.0

615.9

0.635 $

0.52 $

0.48

AMPHENOL CORPORATION
Consolidated Statements of Comprehensive Income(dollars in millions)Year Ended December 31,
2021
2020
2019

Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Income from discontinued operations attributable to Amphenol
Corporation, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income before allocation to noncontrolling interests. . . . . . . . . . . . . . . . . . . .

$ 1,580.1$ 1,213.3$ 1,164.0

21.4$ 1,601.5—$ 1,213.3—$ 1,164.0

Total other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain (loss) on hedging activities. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and postretirement benefit plan adjustment . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive (loss) income, net of tax . . . . . . . . . . . . . . . . . . . . . . .

(64.6)
—
57.8
(6.8)

155.0
(0.2)
1.7
156.5

(40.8)
0.1(0.4)(41.1)

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,594.7

1,369.8

1,122.9

Less: Comprehensive income attributable to noncontrolling interests . . . . . .

(12.3)(13.6)(8.6)

Comprehensive income attributable to Amphenol Corporation . . . . . . . . . . . . . .

$ 1,582.4$ 1,356.2$ 1,114.3

See accompanying notes to consolidated financial statements.

52

AMPHENOL CORPORATION
Consolidated Balance Sheets(dollars and shares in millions, except per share data)

ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowance for doubtful accounts of $43.5 and $44.8,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,
2021
2020

$ 1,197.1
44.3
1,241.4$ 1,702.0
36.1
1,738.1

2,454.8
1,894.1
367.9
5,958.2

1,951.6
1,462.2
338.9
5,490.8

Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,175.3
6,376.8
756.9
411.2$ 14,678.4

1,054.6
5,032.1
397.5
352.3$ 12,327.3

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITYCurrent Liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued salaries, wages and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,312.0
366.2
88.8
119.8
556.3
4.0
2,447.1$ 1,120.7
291.0
112.6
86.8
462.9
230.3
2,304.3

Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension and postretirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingent liabilities (Note 15)

4,795.9
193.4
424.2
438.7
8,299.3

3,636.2
228.6
299.1
407.2
6,875.4

Redeemable noncontrolling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19.0

—

0.6
2,409.0
4,278.9

0.6
2,068.1
3,705.4

Equity:Class A Common Stock, $0.001 par value; 2,000.0 shares authorized, 600.7
shares issued and 599.1 shares outstanding at December 31, 2021; 1,000.0 sharesauthorized, 600.7 shares issued and 598.7 shares outstanding at December 31, 2020 . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost; 1.6 shares and 2.0 shares as of December 31, 2021 and 2020,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity attributable to Amphenol Corporation . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities, Redeemable Noncontrolling Interest and Equity . . . . . . . . . . . . . . . . . . . . . . .
See accompanying notes to consolidated financial statements.

53(100.0)(111.1)(286.5)(278.1)6,302.0
5,384.9
58.1
67.0
6,360.1
5,451.9$ 14,678.4 $ 12,327.3

AMPHENOL CORPORATION
Consolidated Statements of Changes in Equity(dollars and shares in millions, except per share data)
Accumulated
Additional
Other
Common Stock Treasury Stock Paid-in Retained Comprehensive Noncontrolling Total
Shares Amount Shares Amount Capital Earnings
Loss
Interests (1)EquityBalance as of January 1, 2019 . . . . . . . 598.4 $ 0.6(1.3) $ (55.0) $ 1,432.9 $ 3,028.7 $(390.2) $47.2 $ 4,064.2
Net income . . . . . . . . . . . . . . . . . . . . .
1,155.0
9.0
1,164.0
Other comprehensive income (loss) . . . .
(40.7)(0.4)(41.1)
Acquisitions resulting innoncontrolling interests . . . . . . . . . . .
30.0
30.0
Purchase of noncontrolling interest . . . .
(23.4)(14.6)(38.0)
Distributions to shareholders of
noncontrolling interests . . . . . . . . . . .
(5.3)
(5.3)
Purchase of treasury stock . . . . . . . . . .
(13.1) (601.7)(601.7)Retirement of treasury stock . . . . . . . . . (11.1)
—
11.1
514.1
(514.1)—
Stock options exercised . . . . . . . . . . . .
10.1
—
1.7
71.8
210.5
(35.9)
246.4
Dividends declared ($0.48 percommon share) . . . . . . . . . . . . . . . . . .
(285.3)(285.3)
Stock-based compensation expense . . . .
63.0
63.0
Balance as of December 31, 2019 . . . . 597.4
0.6
(1.6)
(70.8)
1,683.0
3,348.4(430.9)65.94,596.2
Cumulative effect of adoption of
credit loss standard (ASU 2016-13) . . .
(3.8)
(3.8)
Net income . . . . . . . . . . . . . . . . . . . . .
1,203.4
9.9
1,213.3
Other comprehensive income (loss) . . . .
152.8
3.7
156.5
Acquisitions resulting innoncontrolling interests . . . . . . . . . . .
0.3
0.3
Purchase of noncontrolling interest . . . .
(2.1)
(5.9)
(8.0)
Distributions to shareholders of
noncontrolling interests . . . . . . . . . . .
(6.9)
(6.9)
Purchase of treasury stock . . . . . . . . . .
(12.0) (641.3)(641.3)Retirement of treasury stock . . . . . . . . .
(9.3)
—
9.3
487.4
(487.4)—
Stock options exercised . . . . . . . . . . . . .
12.6
—
2.3
113.6
316.7
(45.2)
385.1
Dividends declared ($0.52 percommon share) . . . . . . . . . . . . . . . . . .
(310.0)(310.0)Stock-based compensation expense . . . .
70.5
70.5
Balance as of December 31, 2020 . . . . 600.7
0.6(2.0) (111.1)
2,068.1
3,705.4(278.1)67.0
5,451.9
Net income . . . . . . . . . . . . . . . . . . . . .
1,590.8
10.7
1,601.5
Other comprehensive income (loss) . . . .
(8.4)
1.6
(6.8)
Acquisitions resulting innoncontrolling interests . . . . . . . . . . .
1.8
1.8
Purchase of noncontrolling interest . . . .
4.1(15.3)(11.2)
Distributions to shareholders of
noncontrolling interests . . . . . . . . . . .
(7.7)
(7.7)
Purchase of treasury stock . . . . . . . . . .
(9.3) (661.7)(661.7)Retirement of treasury stock . . . . . . . . .
(8.6)
—
8.6
608.9
(608.9)—Stock options exercised . . . . . . . . . . . . .
8.6
—
1.1
63.9
253.8
(28.7)
289.0
Dividends declared ($0.635 percommon share) . . . . . . . . . . . . . . . . . .
(379.7)(379.7)
Stock-based compensation expense . . . .
83.0
83.0
Balance as of December 31, 2021 . . . . 600.7 $ 0.6(1.6) $ (100.0) $ 2,409.0 $ 4,278.9 $(286.5) $58.1 $ 6,360.1(1) Excludes redeemable noncontrolling interest.

See accompanying notes to consolidated financial statements.

54

AMPHENOL CORPORATION
Consolidated Statements of Cash Flow(dollars in millions)

Cash from operating activities:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income from continuing operations to cash provided byoperating activities from continuing operations:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax (benefit) provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in operating assets and liabilities, excluding effects of acquisitions:
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension and postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities from continuing operations . . . . . . . . . . .
Net cash provided by operating activities from discontinued operations . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

$ 1,580.1$ 1,213.3$ 1,164.0

395.6
83.0
—
(29.6)

308.1
70.5
—
30.8

312.1
63.0
14.3
15.2

(398.4)(263.0)(20.2)
131.7
(6.9)
60.4
5.8
(14.6)
1,523.9
16.2
1,540.1(146.3)(102.0)(88.6)
204.3(54.8)
148.5
9.4
(1.2)
1,592.0—
1,592.0

117.3
(3.4)
(6.0)
(60.2)(91.7)(37.6)
7.2
8.1
1,502.3—
1,502.3

Cash from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposals of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . .
Purchases of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales and maturities of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities from continuing operations . . . . . . . . . . . . . . .
Net cash provided by investing activities from discontinued operations. . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(360.4)
3.7(164.5)155.9(2,225.4)(13.7)(2,604.4)
716.9(1,887.5)(276.8)12.7(141.6)123.2(50.4)(0.6)(333.5)—(333.5)(295.0)7.4(65.4)
61.6(937.4)—(1,228.8)—(1,228.8)

Cash from financing activities:
Proceeds from issuance of senior notes and other long-term debt . . . . . . . . . . . . . . . . .
Repayments of senior notes and other long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings under credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments under credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings (repayments) under commercial paper programs, net . . . . . . . . . . . . . . . . .
Payment of costs related to debt financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of premiums and fees related to early extinguishment of debt. . . . . . . . . . . . .
Payment of acquisition-related contingent consideration . . . . . . . . . . . . . . . . . . . . . . . .
Payment of deferred purchase price related to acquisitions . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to and purchases of noncontrolling interests. . . . . . . . . . . . . . . . . . . . . . .
Dividend payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers to discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities from continuing operations . . . . . . . . . . . . . . .
Net cash used in financing activities from discontinued operations . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

752.1(912.6)
—
—
796.3
(9.3)
—
—
(4.1)
(661.7)288.5(18.9)(346.7)(28.7)(145.1)(0.1)(145.2)942.3(404.4)
1,567.4(1,568.1)(385.8)(8.7)—(75.0)(16.2)(641.3)385.7(14.9)(297.6)—(516.6)—(516.6)

1,398.8(1,111.5)——(229.0)(14.9)(13.4)——(601.7)246.1(43.3)(279.5)—(648.4)—(648.4)

Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .

(12.3)

68.9(13.2)Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(504.9)1,702.0$ 1,197.1

810.8
891.2
$ 1,702.0(388.1)
1,279.3$
891.2

Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

See accompanying notes to consolidated financial statements.
55

111.9
445.6

104.8
337.3

116.6
408.3

AMPHENOL CORPORATION
Notes to Consolidated Financial Statements(All amounts included in the following Notes to Consolidated Financial Statements are presented in millions, except
share and per share data, unless otherwise noted)
Note 1—Summary of Significant Accounting Policies
Business
Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”) is one of
the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors andinterconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. The
Company sells its products to customers worldwide.
Through December 31, 2021, the Company operated through two reportable business segments:• Interconnect Products and Assemblies – The Interconnect Products and Assemblies segment primarily
designed, manufactured and marketed 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.
• Cable Products and Solutions – The Cable Products and Solutions segment primarily designed, manufactured
and marketed 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.
Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable businesssegments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems.
This new alignment replaces our historic reportable business segments. The Company is in the process of completingthe update of its internal reporting to accommodate this new reporting segment structure. The Company will begin
reporting its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period
ending March 31, 2022, including the recasting of relevant prior year period segment information for conformity ofpresentation. Refer to Note 16 herein for further details related to the Company’s change in its reportable businesssegments effective January 1, 2022.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in
the United States of America (“U.S. GAAP” or “GAAP”) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of theconsolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The
Company’s management evaluates these significant estimates and assumptions that affect the consolidated financial
statements and related disclosures. Estimates used in calculating certain accounts, including but not limited to, theallowance for doubtful accounts, provisions for slow-moving or obsolete inventory, revenue recognition, income taxes
and related valuation allowances, goodwill and intangible assets from acquisitions, and pensions, are developed based on
historical experience or other assumptions that the Company believes to be reasonable. Actual results could differ fromthose estimates.
Principles of Consolidation
The consolidated financial statements are prepared in U.S. dollars and include the accounts of the Company and its
wholly-owned and majority-owned subsidiaries. Intercompany account balances and transactions have been eliminatedin consolidation. The results of companies acquired are included in the Consolidated Financial Statements from theeffective date of acquisition. Similarly, the results of companies divested are included in the Consolidated Financial
Statements during the period of Amphenol’s ownership through the date of the divestiture.
Change in Presentation
Certain reclassifications of prior period amounts have been made to conform to the current period presentation,
which had no impact on our consolidated results of operations, financial position or cash flows. Specifically, in 2021,

56

the Company reclassified certain benefit costs that were previously recorded within “Other accrued expenses” to“Accrued salaries, wages and employee benefits” on the accompanying Consolidated Balance Sheets, which
reclassifications were also reflected for the prior year in order to conform with the current year presentation.
Stock Split
On January 27, 2021, the Company announced that its Board of Directors (the “Board”) approved a two-for-one
split of the Company’s Class A Common Stock (“Common Stock”). The stock split was effected in the form of a stock
dividend paid to stockholders of record as of the close of business on February 16, 2021. The additional shares were
distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5,2021. As a result of the stock split, stockholders received one additional share of Common Stock for each share held asof the record date. All current and prior year data impacted by the stock split and presented in the accompanying
Consolidated Financial Statements and notes thereto, including but not limited to, number of shares and per share
information, stock-based compensation data including stock options and restricted shares and related per share data,
basic and diluted earnings per share, and dividends per share amounts, have been adjusted to reflect the effect of thestock split. As a result of the stock split, certain prior period amounts have been reclassified to conform to the current
period presentation in the Consolidated Financial Statements and the accompanying notes herein. The impact to theConsolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.3 toCommon Stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all
periods presented.
While the stock split did not change the number of authorized common shares of the Company, in May 2021, theCompany’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the numberof authorized shares of Common Stock, which amendment was filed and became effective on May 21, 2021. Refer toNote 7 herein for further details related to the increase in the number of shares of Common Stock authorized for issuance
as a result of this amendment.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and liquid investments with an original maturity of less than three months.
The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.
Short-term Investments
Short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less.
The carrying amounts approximate fair values of those instruments, the vast majority of which are in non-U.S. bankaccounts.
Accounts Receivable
Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances
and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not
be recoverable. The Company assesses and records an allowance for expected credit losses on accounts receivable.
Inventories
Inventories are stated at the lower of cost or net realizable value. The principal components of cost included ininventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities
on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted
product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience andproduct demand.
Depreciable Assets
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on astraight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item
basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery andequipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized overthe shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically57

reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative
expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of theunderlying asset being depreciated. The Company assesses the impairment of property, plant and equipment subject todepreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors
the Company considers important, which could trigger an impairment review, include significant changes in the mannerof the use of the asset, significant changes in historical trends in operating performance, significant changes in projected
operating performance, and significant negative economic trends. There have been no impairments recorded in 2021,
2020 or 2019 as a result of such reviews.
LeasesAmphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all ofwhich are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies
as a lease at lease inception. Lease right-of-use (“ROU”) assets and lease liabilities for existing operating leases arerecognized on the Consolidated Balance Sheets. 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 realestate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estateleases 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 Accounting Standards Update
No. 2016-02, Leases (Topic 842), we 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 andnon-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments areeither 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 borrowfunds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewedleases, 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 typicallybetween 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options arereasonably certain of being exercised, which could impact the lease term. When determining if a renewal option isreasonably certain of being exercised, the Company considers several factors, including but not limited to, thesignificance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specificcharacteristics unique to the particular lease that would make it reasonably certain that we would exercise such option.
In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that
renewal and early termination options are not reasonably certain of being exercised by the Company (and thus notincluded in our ROU asset and lease liability).
Refer to Note 10 herein for further information related to our lease portfolio.
Goodwill
Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations.
The Company performs its evaluation for the impairment of goodwill for the Company’s two reporting units on anannual basis as of each July 1 or more frequently if an event occurs or circumstances change that would indicate that areporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year or more
frequently based on changes in our organization. Through December 31, 2021, we continued to define our reporting
units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products andSolutions”.

58

In the third quarter of 2021, as part of our annual evaluations, the Company utilized the option to first assess
qualitative factors to determine whether it was 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 withapplicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing thesequalitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units
is greater than its respective carrying amount. As of July 1, 2021, 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. As a result, no goodwill impairment resulted from the assessment as of July 1, 2021.
In 2020, when testing for goodwill impairment, the Company performed a quantitative goodwill impairment
assessment for each reporting unit. As part of the quantitative assessment, the Company estimated the fair value of eachof its reporting units using a market approach. The Company believes the market-based guideline public company
method provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable
publicly traded companies with similar operating and investment characteristics, as well as recent transactions of similarbusinesses within the industry. Significant judgments, estimates and assumptions were used in the Company’s goodwill
impairment assessment, including historical profitability data, the determination and selection of appropriate publicly
traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived
from comparable publicly traded companies and from recent transactions within the industry. As there are inherent
uncertainties and management’s judgment related to impairment analyses, the Company evaluated whether there werereasonably likely changes to management’s estimates and assumptions that would have a material impact on the resultsof the goodwill impairment assessment. As of July 1, 2020, the Company determined that the fair value of each of theCompany’s reporting units was substantially in excess of their respective carrying amounts, and therefore, no goodwill
impairment resulted from the assessment.
The Company has not recognized any goodwill impairment in 2021, 2020 or 2019 in connection with our annual
impairment assessments.
Intangible Assets
Intangible assets consist primarily of customer relationships, proprietary technology and license agreements and are
generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible
assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates madeby management. The Company assesses and reviews its identifiable intangible assets, other than goodwill and including
identifiable intangible assets subject to amortization, for potential impairment whenever events or changes incircumstances indicate the intangible asset’s carrying amount may not be recoverable. Factors the Company considers
important, which could trigger an impairment review, include significant changes in the manner of the use of the asset,changes in historical trends in operating performance, significant changes in projected operating performance,
anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are
not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment.
In the third quarter of 2021, the Company performed its annual assessment of these identifiable indefinite-lived
intangible assets. Based on our assessment, the Company determined that it was more likely than not that the fair valueof the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment
associated with our intangible assets in 2021, 2020 or 2019 as a result of such reviews.
Acquisitions
The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets
acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions
is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fairvalues, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as
goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement
period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The
Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired
and liabilities assumed, which could require certain significant management assumptions and estimates.

59

Discontinued Operations and Held for Sale Accounting
The Company reports a component of an entity or group of components of an entity as a discontinued operation andheld for sale upon acquisition if the Company has (i) executed a plan to sell the business as of the acquisition date or(ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for salecriteria within three months. An entity meets the held for sale criteria when (i) management, having the authority toapprove the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any
significant changes or to be withdrawn, (ii) the completed sale is probable within one year and (iii) an active program tolocate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation toits current fair value and for immediate sale in its present condition. The assets acquired and liabilities assumed from anentity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and arerecorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close
within one year. The Company separately accounts for the operating results and related cash flows associated withdiscontinued operations until such operations are divested; such discontinued operations are reported separately from theoperating results and related cash flows associated with continuing operations in the accompanying Consolidated
Financial Statements. For the year ended December 31, 2021, the comprehensive income associated with discontinued
operations was not material and has not been separately presented in the Consolidated Statements of Comprehensive
Income. For further information related to the Company’s discontinued operations, refer to Note 12 herein.
Revenue Recognition
Topic 606
The Company’s net sales in the Consolidated Statements of Income for the years ended December 31, 2021, 2020
and 2019 are presented under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with
Customers (Topic 606) (collectively with its related subsequent amendments, “Topic 606”). The Company recognizes
revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration towhich the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales arerecognized when products are shipped from our facilities or delivered to our customers, depending on the respective
contractual terms. A nominal portion of our contracts have revenue recognized over time as control of the goods
transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer,
since they have no alternative use and for which the Company has an enforceable right to payment, including areasonable profit margin, from the customer for performance completed to date. Refer to Note 14 herein for further
discussion regarding the Company’s disaggregation of net sales.
The Company’s primary source of revenues consist of product sales to either end customers and their appointed
contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales
are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.
Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be
governed by master sales agreements. For each contract, the promise to transfer the control of the products, each ofwhich 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 arealmost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject torefund (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 notlimited to sales and use taxes and value-added taxes, are not included in the transaction price.
The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue
when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time
when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has
legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective
contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”)
shipping point or (ii) when the product arrives at its destination. For the years ended December 31, 2021, 2020 and
2019, less than 5% of our net sales were recognized over time, where 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 theCompany with an enforceable right to payment, including a reasonable profit margin, for performance completed to date,60

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. Thismethod 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 ourcustomers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related toour contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2021
and 2020.
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 generalbusiness conditions. It is generally expected that a substantial portion of our remaining performance obligations will be
fulfilled within three months. 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, we have notdisclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performanceobligations as of December 31, 2021 and 2020.
Sales to Distributors and Resellers
Sales to certain distributors and resellers are made under terms allowing certain price adjustments and limited rightsof return of 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
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 material to the Consolidated Balance Sheets as of December 31, 2021 and 2020.
Warranty
Standard product warranty coverage, which provides assurance that our products will conform to the contractuallyagreed-upon specifications for a limited period from the date of shipment, is typically offered, while extended or
separately priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal tothe purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We
estimate our warranty liability based on historical experience, product history, and current trends, and record warranty
expense in Cost of sales in the Consolidated Statements of Income. Warranty liabilities and related warranty expense
have not been and were not material in the accompanying Consolidated Financial Statements as of and for the years
ended December 31, 2021, 2020 and 2019.
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 aspart 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 Consolidated
Statements of Income.
Contract Assets and Contract Liabilities
The Company records contract assets or contract liabilities depending on the timing of revenue recognition, billingsand 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 oradvanced 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 theaccompanying Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses
as of December 31, 2021 and 2020. Contract assets and contract liabilities recorded in the Consolidated Balance Sheets
were not material as of December 31, 2021 and 2020.

61

Contract Costs
The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to theextent that such costs are explicitly chargeable to the customer and the benefit associated with the costs is expected to belonger than one year. Otherwise, such costs are expensed as incurred and recorded within Selling, general andadministrative expenses in the accompanying 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 existingaccounting standards are recorded as either other current or long-term assets on the accompanying Consolidated Balance
Sheets, depending on the timing of when the Company expects to recognize the expense, and are generally amortizedconsistent with the timing of when transfer of control of the related goods occurs. Such capitalized contract costs were
not material as of December 31, 2021 and 2020, and the related amortization expense was not material for the years
ended December 31, 2021, 2020 and 2019.
Retirement Pension Plans
Costs for retirement pension plans include current service costs and amortization of prior service costs over the
average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration
minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit
programs is recognized during the employees’ service with the Company. The recognition of expense and the related
obligation for retirement pension plans and medical benefit programs is significantly impacted by estimates andassumptions made by management such as discount rates used to value certain liabilities, expected return on assets,mortality projections and future health care costs. The Company uses third-party specialists such as actuaries andinvestment advisors to assist management in appropriately measuring the expense and obligations associated withpension and other postretirement plan benefits.
Stock-Based Compensation
The Company accounts for its stock option and restricted share awards based on the fair value of the award at thedate of grant and recognizes compensation expense over the service period that the awards are expected to vest. The
Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting
period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which areadjusted 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, generaland administrative expenses in the accompanying Consolidated Statements of Income.
Income Taxes
Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income
tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates ondeferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed
earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently
reinvest such earnings outside the United States. As of December 31, 2021, the Company has not provided for deferredincome taxes on undistributed foreign earnings of approximately $1,000 related to certain geographies, as it is theCompany’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate theamount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, theCompany remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its
investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis
differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipatedearnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not berecovered.
The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only
if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of
the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on62the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The
Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.
As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), the global intangible low-taxed income(“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company elected an accounting
policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance
relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The
Company will account for the impact of additional guidance in the period in which any new guidance is released, if
appropriate.
Foreign Currency Translation
The financial position and results of operations of the Company’s foreign subsidiaries are measured using local
currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars atcurrent exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The
aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income(loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales.
Research and Development
Costs incurred in connection with the development of new products and applications are expensed as incurred.
Research and development expenses for the creation of new and improved products and processes were $317.7, $260.7,
and $234.2, for the years 2021, 2020 and 2019, respectively, and are included in Selling, general and administrative
expenses.
Environmental Obligations
The Company recognizes the potential cost for environmental remediation activities when site assessments are
made, remediation efforts are probable and related amounts can be reasonably estimated; potential insurance
reimbursements are not recorded. The Company assesses its environmental liabilities as necessary and appropriate
through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design andaction plans.
Net Income per Common Share
Basic income per common share is based on the net income attributable to Amphenol Corporation for the year
divided by the weighted average number of common shares outstanding. Diluted income per common share assumes theexercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of the Notes toConsolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding todiluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted)
from continuing operations, discontinued operations and for total Amphenol Corporation.
Treasury Stock
Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted
average cost method.
Noncontrolling Interests
The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate
from the Company’s equity attributable to Amphenol Corporation stockholders, to the extent that such noncontrollinginterests do not have redemption features that are not solely within the control of the Company, as discussed below. Net
income from continuing operations attributable to noncontrolling interests is classified below net income fromcontinuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net
income of the Company.

63

Redeemable Noncontrolling Interest (i.e. Temporary Equity)
The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities andequity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features,such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of
the holder, or upon the occurrence of an event that is not solely within the control of the Company. The carrying amountof the redeemable noncontrolling interest, initially valued at fair value as part of acquisition accounting, is adjusted eachreporting period to equal the greater of the (i) redemption value and (ii) carrying value of the noncontrolling interest,
adjusted each reporting period for income or loss attributable to the noncontrolling interest and any distributions made todate. The redemption value is generally calculated based on a multiple of earnings, which, for the redeemable NCI
currently outstanding, approximates fair value. Any measurement adjustments, if applicable, to the redeemablenoncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets. Due to its
redeemable features that are outside the control of the Company, the redeemable noncontrolling interest typically is andwill continue to be reported in the mezzanine (temporary equity) section, between liabilities and equity, in theConsolidated Balance Sheets for as long as the put option is exercisable by the option holder. Refer to Note 5 herein forfurther details related to the redeemable noncontrolling interest.
Derivative Financial Instruments
The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets,
and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into
derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are withlarge financial institutions with strong credit ratings. As of December 31, 2021, the Company does not have any
significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of ourderivative financial instruments.
Cash Flow Hedges
The Company periodically utilizes derivative financial instruments in the management of interest rate and foreign
currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign
currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31,
2021 and 2020, the aggregate notional value of our outstanding cash flow hedge contracts was approximately $20 and$94, respectively. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value
are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in theConsolidated Statements of Income in a manner that matches the timing of the actual income or expense of such
instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designatedhedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges
are classified and reported consistent with the cash flows associated with the underlying hedged item.
Net Investment Hedges
The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreignsubsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potentialchanges in foreign currency exchange rates. As a result, the Company enters into foreign exchange forward contracts tohedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the UnitedStates. As of December 31, 2021 and 2020, the aggregate notional value of our outstanding net investment hedge
contracts was $250 and $250, respectively. For such instruments that are designated and qualify as a net investment
hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive
income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The
gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation iseither sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported
within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with our net investment
hedges were not material for the years ended December 31, 2021, 2020 and 2019.

64

Non-Designated Derivatives
The Company enters into certain derivative financial instruments, from time to time, that are not designated as
hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize theimpact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominatedassets and liabilities. These non-designated derivative instruments are adjusted to fair value each period throughearnings, within the financial statement line item to which the derivative instrument relates. For each of the three years
ended December 31, 2021, such non-designated derivative instruments, including their impact to the Consolidated
Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges areclassified and reported consistent with the cash flows associated with the underlying hedged item.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards and SEC Final Rules
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update(“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”),which simplified income tax accounting in various areas. The Company evaluated ASU 2019-12 and adopted thestandard on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial
statements.
In May 2020, the Securities and Exchange Commission (the “SEC”) issued a new rule regarding the financial
statement requirements for acquisitions and dispositions of a business, which included, among other things, amending(i) certain criteria in the significance tests for acquired or to-be-acquired businesses, (ii) related pro forma financial
information requirements, including its form and content, and (iii) related disclosure requirements, including the numberof acquiree financial statement periods required to be presented in SEC filings. The final rule was effective for fiscal
years beginning after December 31, 2020, with early application permitted. The Company evaluated this SEC final rule,
which we adopted on January 1, 2021. To date, the final rule has not had a material impact on our consolidated financial
statements. Its impact on any future SEC filings will be dependent on the size of future business combinations and/or
divestitures.
In November 2020, the SEC issued Final Rule Release No. 33-10890 Management’s Discussion and Analysis,
Selected Financial Data, and Supplementary Financial Information that modernizes and simplifies various aspects andfinancial disclosure requirements in Regulation S-K, specifically related to Item 301 “Selected Financial Data”, Item
302 “Supplementary Financial Information” and Item 303 “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” (“MD&A”). The intent of this final rule was to (i) eliminate duplicative
disclosures, (ii) enhance and promote more principles-based MD&A disclosures with the objective of making them moremeaningful for investors, all while (iii) simplifying the compliance requirements and efforts for registrants, by providingthem with the flexibility to present management’s perspective on the registrant’s financial condition and results ofoperations. As a result of the Company’s adoption of this final rule, the previously required disclosure under Item 6.
Selected Financial Data has been removed from this Annual Report on Form 10-K (“Annual Report”). In addition, as
there have not been any material retrospective changes to the Consolidated Statements of Income for any of the quarters
in the previous two years, the selected quarterly financial data disclosure has also been removed from the accompanying
Notes to Consolidated Financial Statements. While most of the changes reduced or removed previously required
information and disclosures, the final rule did expand the disclosure requirements surrounding certain aspects of MD&A
under Regulation S-K. The final rule was published in the Federal Register on January 11, 2021, became effective on
February 10, 2021, and registrants are required to comply with this final rule in the registrant’s first fiscal year ending on
or after August 9, 2021. The Company evaluated this SEC final rule, which was adopted and whose requirements andamendments were incorporated, in its entirety, within this Annual Report. The application of this SEC final rule did nothave a material impact on this current SEC filing nor is it expected to have a material impact on future SEC filings.
Other Recently Issued Accounting Standards Not Yet Adopted
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting forContract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by
now requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in abusiness combination. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition
date. The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition
and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract65

liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize andmeasure contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 is
effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and theamendments should be applied prospectively to business combinations occurring on or after the effective date of theamendments, with early adoption permitted. The Company is currently evaluating ASU 2021-08 and its potential impact
on our consolidated financial statements.
The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered
Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. In
December 2020, the ICE Benchmark Administration published a consultation on its intention to extend the publicationof certain U.S. dollar LIBOR (“USD LIBOR”) rates until June 30, 2023. Subsequently in March 2021, the FCA
announced some USD LIBOR tenors (overnight, 1-month, 3-month, 6-month and 12-month) will continue to be
published until June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates
Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight
Financing Rate (the “SOFR”) as its preferred benchmark alternative to USD LIBOR. The SOFR represents a measure of
the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly
observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB
issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on
Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP tocontracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to bediscontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace
discontinued reference rates with new rates. ASU 2020-04 is effective as of March 12, 2020 through December 31,
2022. In January 2021, the FASB also issued ASU 2021-01 Reference Rate Reform (Topic 848): Scope, which permits
entities to elect certain optional expedients and exceptions when accounting for derivatives and certain hedging
relationships affected by changes in interest rates and the transition. Effective November 30, 2021, the Revolving Credit
Facility no longer references LIBOR for interest rate determinations. Due to our current limited reliance on borrowings
tied to LIBOR, the Company currently believes that the LIBOR transition will not have a material impact on its financial
condition, results of operations or cash flows.
Note 2—Inventories
The components of Inventories are comprised of:December 31,
2021
2020

Raw materials and supplies. . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . .

$ 818.4
511.5
564.2$ 1,894.1$ 587.4
410.7
464.1$ 1,462.2

Note 3—Property, Plant and Equipment, Net
The components of Property, plant and equipment, net are summarized as follows:

Land and improvements . . . . . . . . . . . .
Buildings and improvements . . . . . . . .
Machinery and equipment. . . . . . . . . . .
Office equipment and other. . . . . . . . . .
Accumulated depreciation. . . . . . . . . . .

$December 31,
2021
2020

34.9 $
33.5
420.6
394.3
2,332.3
2,040.1
349.1
325.3
3,136.9
2,793.2(1,961.6)(1,738.6)$ 1,175.3 $ 1,054.6

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $302.9, $252.7 and $240.0,
respectively.

66

Note 4—Long-Term Debt
Long-term debt consists of the following:

Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Commercial Paper Program (less unamortized discount of
nil and nil at December 31, 2021 and 2020, respectively) . . . .
Euro Commercial Paper Program (plus unamortized premiumof nil and nil at December 31, 2021 and 2020, respectively) . .
3.125% Senior Notes (less unamortized discount of nil at
December 31, 2020) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.00% Senior Notes (less unamortized discount of $0.1 atDecember 31, 2020) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.20% Senior Notes (less unamortized discount of $0.1 and$0.2 at December 31, 2021 and 2020, respectively) . . . . . . . .
2.050% Senior Notes (less unamortized discount of $0.4 and$0.6 at December 31, 2021 and 2020, respectively). . . . . . . . .
0.750% Euro Senior Notes (less unamortized discount of $1.8
and $2.4 at December 31, 2021 and 2020, respectively) . . . . .
2.000% Euro Senior Notes (less unamortized discount of $1.9
and $2.4 at December 31, 2021 and 2020, respectively) . . . . .
4.350% Senior Notes (less unamortized discount of $0.3 and$0.4 at December 31, 2021 and 2020, respectively). . . . . . . . .
2.800% Senior Notes (less unamortized discount of $0.6 and$0.6 at December 31, 2021 and 2020, respectively). . . . . . . . .
2.200% Senior Notes (less unamortized discount of $2.7 atDecember 31, 2021) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: unamortized deferred debt issuance costs . . . . . . . . . . . . .
Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Maturity

December 31, 2021
December 31, 2020
Carrying Approximate Carrying Approximate
Amount Fair Value (1) Amount Fair Value (1)November 2026 $

— $

— $

— $

—

November 2026

795.2

795.2

—

—

November 2026

—

—

—

—

September 2021

—

—

227.7

231.6

February 2022

—

—

294.9

303.6

April 2024

349.9

363.5

349.8

378.1

March 2025

399.6

407.4

399.4

420.7

May 2026

565.5

579.0

608.4

633.6

October 2028

565.4

626.7

608.4

694.9

June 2029

499.7

567.7

499.6

608.4

February 2030

899.4

928.3

899.4

987.8

September 2031
2022-2032

747.3
8.6
(30.7)
4,799.9
4.0$ 4,795.9 $

733.4
—
8.6
6.7
—
(27.8)
5,009.8
3,866.5
4.0
230.3
5,005.8 $ 3,636.2 $—
6.7—
4,265.4234.2
4,031.2(1) The fair value of each series of the Company’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 5).

Revolving Credit Facility
On November 30, 2021, the Company amended and restated its $2,500.0 unsecured revolving credit facility (the“Revolving Credit Facility”). As a result, the Revolving Credit Facility no longer references LIBOR for interest rate
determinations. The Revolving Credit Facility maintains the lenders’ aggregate commitments under the facility at$2,500.0. The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, invarious currencies, at a spread that varies based on the Company’s debt rating over certain currency-specific benchmark
rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term SOFR.
The Company may utilize the Revolving Credit Facility for general corporate purposes.
Due to the significant volatility in the credit and capital markets resulting from the outbreak of the COVID-19
pandemic, the Company borrowed approximately $1,255.6 under the Revolving Credit Facility in the first quarter of
2020, at a weighted average interest rate of 1.82%. The outstanding borrowings as of March 31, 2020 included €200.0($217.4 at date of issuance) of euro-denominated borrowings, with the remainder of the outstanding borrowings
denominated in U.S. dollars. The borrowings under the Revolving Credit Facility during the first quarter of 2020 wereused in part to repay outstanding balances under the U.S. Commercial Paper Program and the Euro Commercial Paper
Program (each as defined below). During the second quarter of 2020, the Company repaid all of the outstanding
borrowings under the Revolving Credit Facility using cash and cash equivalents on hand as well as the net proceeds fromthe 2026 Euro Notes (defined below). At December 31, 2021 and 2020, there were no outstanding borrowings under the
Revolving Credit Facility. The carrying value of any borrowings under the Revolving Credit Facility would
approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fairvalue hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term

67

debt in the accompanying Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain
annual agency and commitment fees and requires that the Company satisfy certain financial covenants.
Commercial Paper Programs
The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which theCompany may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in
one or more private placements in the United States. 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 therefrom, and bear varying interest rates on a fixed or floating basis. The maximum
aggregate principal amount outstanding of USCP Notes at any time is $2,500.0. On April 7, 2021, a combination ofborrowings under the U.S. Commercial Paper Program and cash on hand were used to fund the acquisition of MTS
Systems Corporation (“MTS”). In 2021, the Company also used borrowings under the U.S. Commercial Paper Programto (i) redeem, in the third quarter of 2021, its unsecured 3.125% Senior Notes (the “2021 Senior Notes”) due
September 15, 2021, of which $227.7 aggregate principal amount was outstanding and (ii) redeem, in the fourth quarterof 2021, its unsecured 4.00% Senior Notes (the “2022 Senior Notes”) due February 1, 2022, of which $295.0 aggregate
principal amount was outstanding. At December 31, 2021, the amount of USCP Notes outstanding was $795.2, with aweighted average interest rate of 0.29%. At December 31, 2020, there were no USCP Notes outstanding under the U.S.
Commercial Paper Program.
In July 2018, the Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) entered into acommercial 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 unsecuredcommercial 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 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 thecommercial 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 othercurrencies. In addition, effective April 14, 2020 through March 22, 2021, a subsidiary of the Company was able to issue
ECP Notes through the Bank of England’s COVID Corporate Financing Facility (the “BOE Facility”). The BOE
Facility expired on March 22, 2021, although the Company did not borrow under the BOE Facility. The maximum
aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. At December 31, 2021 and 2020, there
were no ECP Notes outstanding under the Euro Commercial Paper Program.
Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time totime. In conjunction with the Revolving Credit Facility, as of December 31, 2021, the authorization from the Board
limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper orsimilar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $2,500.0 in theaggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the
Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn
under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds ofthe issuances of Commercial Paper are expected to be used for general corporate purposes. The Commercial Paper isclassified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent andability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The
Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The
carrying value of Commercial Paper borrowings approximates their fair value.
U.S. Senior Notes
On September 14, 2021, the Company issued $750.0 principal amount of unsecured 2.200% Senior Notes due
September 15, 2031 at 99.634% of face value (the “2031 Senior Notes”). The 2031 Senior Notes are unsecured and rank
equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2031 Senior Notes
is payable semiannually on March 15 and September 15 of each year, commencing on March 15, 2022. Prior to June 15,2031, the Company may, at its option, redeem some or all of the 2031 Senior Notes at any time by paying theredemption price (which includes a make-whole premium), plus accrued and unpaid interest, if any, to, but notincluding, the date of redemption. If redeemed on or after June 15, 2031, the Company may, at its option, redeem someor all of the 2031 Senior Notes at any time by paying the redemption price equal to 100% of the principal amountthereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Company used the68net proceeds from the 2031 Senior Notes to repay certain outstanding borrowings under the U.S. Commercial Paper
Program.
On February 20, 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due
March 1, 2025 at 99.829% of face value (the “2025 Senior Notes”). The 2025 Senior Notes are unsecured and rank
equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2025 Senior Notes
is payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2020. Prior to
February 1, 2025, the Company may, at its option, redeem some or all of the 2025 Senior Notes at any time by paying
the redemption price (which includes a make-whole premium), plus accrued and unpaid interest, if any, to, but notincluding, the date of redemption. If redeemed on or after February 1, 2025, the Company may, at its option, redeem
some or all of the 2025 Senior Notes at any time by paying the redemption price equal to 100% of the principal amountthereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On April 1, 2020, theCompany used the net proceeds from the 2025 Senior Notes, together with cash on hand, to repay the $400.0 outstanding
principal amount of unsecured 2.20% Senior Notes due April 1, 2020 upon maturity.
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 inright 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. Prior to March 1, 2029, theCompany may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price(which includes a make-whole premium), plus accrued and unpaid interest, if any, to the date of redemption. If
redeemed on or after March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any
time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of redemption. In January 2019, the Company used the net proceeds from the 2029 Senior Notes, alongwith proceeds from borrowings under the U.S. Commercial Paper Program, to repay the $750.0 outstanding principal
amount of unsecured 2.55% Senior Notes due in January 2019.
On September 4, 2019, the Company commenced tender offers (the “Tender Offers”) to purchase for cash any andall of the Company’s then outstanding (i) $375.0 principal amount of the 2021 Senior Notes and (ii) $500.0 principal
amount of the 2022 Senior Notes. On September 11, 2019, as a result of the Tender Offers, the Company accepted for
payment $147.3 aggregate principal amount of the 2021 Senior Notes and $205.0 aggregate principal amount of the2022 Senior Notes for 101.9% and 104.5% of par value, respectively (collectively, the “Tendered Notes”), plus accrued
and unpaid interest to, but not including, the settlement date of the Tender Offers. The total consideration for theTendered Notes was $368.8, which in addition to the Tendered Notes, included $13.4 of premiums and fees paid related
to the early extinguishment of debt and $3.1 of accrued interest. For the year ended December 31, 2019, the Company
recorded a loss on early debt extinguishment of $14.3 ($12.5 after-tax, or $0.02 per diluted share) within Loss on early
extinguishment of debt on the accompanying Consolidated Statements of Income. This charge was primarily comprisedof the premiums and fees incurred related to the Tendered Notes, along with the non-cash charge associated with thewrite-off of the remaining unamortized deferred debt issuance costs associated with the Tendered Notes.
On September 10, 2019, the Company issued $900.0 principal amount of unsecured 2.800% Senior Notes due
February 15, 2030 at 99.920% of face value (the “2030 Senior Notes”). The 2030 Senior Notes are unsecured and rank
equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2030 Senior Notes
is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2020. Prior to
November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying
the redemption price (which includes a make-whole premium), plus accrued and unpaid interest, if any, to, but notincluding, the date of redemption. If redeemed on or after November 15, 2029, the Company may, at its option, redeem
some or all of the 2030 Senior Notes at any time by paying the redemption price equal to 100% of the principal amountthereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In September 2019, theCompany used the net proceeds from the 2030 Senior Notes to fund the cash consideration payable in the Tender Offers,with the remaining net proceeds being used for general corporate purposes, including to partially reduce outstanding
borrowings related to the U.S. Commercial Paper Program.
All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured andrank 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 redemption, and, with certain exceptions, a make-whole premium.

69

Euro Senior Notes
On May 4, 2020, the Euro Issuer issued €500.0 (approximately $545.4 at date of issuance) principal amount of
unsecured 0.750% Senior Notes due May 4, 2026 at 99.563% of face value (the “2026 Euro Notes” or the “0.750% Euro
Senior Notes”). The 2026 Euro Notes are unsecured and rank equally in right of payment with the Company’s and theEuro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured
basis by the Company. Interest on the 2026 Euro Notes is payable annually on May 4 of each year, commencing on
May 4, 2021. Prior to February 4, 2026, the Company may, at its option, redeem some or all of the 2026 Euro Notes at
any time by paying the redemption price (which includes a make-whole premium), plus accrued and unpaid interest, if
any, to, but not including, the date of redemption. If redeemed on or after February 4, 2026, the Company may, at its
option, redeem some or all of the 2026 Euro Notes at any time by paying the redemption price equal to 100% of theprincipal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The
Company used the net proceeds from the 2026 Euro Notes to repay amounts outstanding under the then existing
revolving credit facility.
In 2018, the Euro Issuer issued €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured
2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or the “2.000% Euro SeniorNotes”, collectively with the 2026 Euro Notes, the “Euro Notes”, and collectively with the U.S. Senior Notes and 2026
Euro Notes, the “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with theCompany’s and the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on asenior 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. Prior to July 8, 2028, the Company may, at its option, redeem some or all of the 2028
Euro Notes at any time by paying the redemption price (which includes a make-whole premium), plus accrued andunpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after July 8, 2028, the Company
may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price equal to 100%of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
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 fair value of each series of 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 5). The Company’s Senior Notes impose certain obligations on the
Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31,2021) over each of the next five years ending December 31 and thereafter, is as follows:
2022 . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . .

$

4.0
1.1
350.1
400.4
1,362.6
2,712.4$ 4,830.6

At December 31, 2021, the Company had approximately $53.8 of uncommitted standby letter of credit facilities, ofwhich $32.9 were issued.
Note 5—Fair Value Measurements
Fair value is determined based on the exchange price that would be received for an asset or paid to transfer aliability (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 haveany non-financial instruments accounted for at fair value on a recurring basis.

70

The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflectmarket 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
Level 2
Level 3

Quoted prices for identical instruments in active markets.
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 areobservable or whose significant value drivers are observable.
Significant inputs to the valuation model are unobservable.

The Company believes that the assets or liabilities currently subject to such standards with fair value disclosure
requirements are primarily debt instruments, pension plan assets, short-term investments, and derivative instruments.
Each of these assets and liabilities is discussed below, with the exception of debt instruments and pension plan assets,
which are covered in Note 4 and Note 9, respectively, herein, as well as the fair value of assets acquired and liabilities
assumed as part of acquisition accounting, which is covered in Note 11 herein. Substantially all of the Company’s shortterm investments consist of certificates of deposit with original maturities of twelve months or less and as such, areconsidered 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 primarily consist of foreign exchange forward contracts, which are valued using bankquotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in thefair value hierarchy. The impact of the credit risk related to these financial assets is immaterial. The fair values of theCompany’s financial and non-financial assets and liabilities subject to such standards at December 31, 2021 andDecember 31, 2020 are as follows:

2021

Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interest. . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

2020

Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

Total

Fair Value Measurements
Quoted Prices inSignificant
Active Markets
Observablefor Identical
InputsAssets (Level 1)(Level 2)

44.3 $(0.4)(19.0)
24.9 $

44.3
—
—
44.3

$

36.1 $(2.7)
33.4 $

36.1
—
36.1

$

$

$

Significant
Unobservable
Inputs(Level 3)

— $
(0.4)
—
(0.4) $——
(19.0)(19.0)— $(2.7)(2.7) $———The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges,
in the management of foreign currency exposures. In addition, the Company also enters into foreign exchange forward
contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S. dollar equivalent of
the net investments in certain foreign subsidiaries. As of December 31, 2021, the fair value of such foreign exchange
forward contracts in the table above consisted primarily of (i) one outstanding foreign exchange forward contract
accounted for as a cash flow hedge, expiring in September 2022, (ii) various outstanding foreign exchange forward
contracts accounted for as net investment hedges and (iii) various outstanding foreign exchange forward contracts thatare not designated as hedging instruments. As of December 31, 2021 and 2020, the fair values of the Company’s
forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued
expenses and Other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value
and remaining contractual period. For further discussion on the Company’s derivative financial instruments and related
policies, refer to Note 1 herein.

71

Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option,
giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company.
Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of
the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective
acquisition agreement. The redeemable noncontrolling interest as of December 31, 2021 was entirely related to an
acquisition that closed in December 2021, and based on the terms of the agreement, will remain in temporary equity until
the put option is either exercised and the entire redeemable noncontrolling interest is fully settled or the put option
expires. The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3
unobservable inputs based on a multiple of earnings, which, for the redeemable NCI currently outstanding, approximatesfair value. As such, the redemption value is classified as Level 3 in the fair value hierarchy as included in the table
above. Since the initial measurement of the redeemable noncontrolling interest was recorded in December 2021, there
were no material redemption value adjustments to the initial redemption value recorded as of December 31, 2021. Refer
to Note 1 herein for further discussion of redeemable noncontrolling interests.
As defined and further discussed in Note 12 herein, the Divested MTS business met the held for sale criteria upon
the acquisition of MTS on April 7, 2021. As a result, the disposal group was measured at fair value less costs to sell,
which is considered a Level 3 fair value measurement based on the transaction’s expected consideration. At eachreporting period in 2021, the Company reassessed the fair value of these assets held for sale and liabilities held for saleand noted that the carrying value of the disposal group did not exceed its fair value less costs to sell. At December 31,
2021, there were no assets held for sale nor liabilities held for sale on the Consolidated Balance Sheets, as a result of thesale of the Divested MTS business in December 2021, as discussed in further detail in Note 12 herein.
With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition
accounting as well as the assets held for sale and liabilities held for sale discussed above, the Company does not haveany other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring
basis.
Note 6—Income Taxes
The components of income from continuing operations before income taxes and the provision for income taxes are
as follows:
Income from continuing operations before income taxes:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current tax provision (benefit):
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

$

407.3
1,581.9$ 1,989.2

310.3
1,216.3$ 1,526.6$$(5.7) $
288.2
282.5

22.9
293.8
316.7

(35.4)
5.8(29.6)
409.1 $

43.0
(12.2)
30.8
313.3 $

35.8
(20.6)
15.2
331.9

Deferred tax provision (benefit):
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . .

$

86.8
351.9
438.7

$

$

318.6
1,177.3$ 1,495.9

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in 2017. As a result, in 2017,
the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated
unremitted earnings and profits of the Company’s foreign subsidiaries. In the second quarter of 2021, the Company paid
the fourth annual installment of the Transition Tax, net of applicable tax credits and deductions. The Company will pay
the balance of the Transition Tax, net of applicable tax credits and deductions, over the remainder of the eight-year
period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax arerecorded in Accrued income taxes and Other long-term liabilities, respectively, on the Consolidated Balance Sheets as ofDecember 31, 2021 and 2020. In addition, as a result of the Tax Act, the Company also recorded a tax charge, in 2017,
related to changes in the Company’s permanent reinvestment assertion, due to our intention to repatriate prioraccumulated unremitted earnings from certain foreign subsidiaries over time. We will pay such taxes when those
respective earnings are repatriated.
72

At December 31, 2021, the Company had $156.7 of foreign tax loss carryforwards, $84.1 of U.S. state tax loss
carryforwards and $13.8 of U.S. federal tax loss carryforwards, of which $114.3, $84.1 and $13.8, respectively, will
either expire or be refunded at various dates through 2041 and the balance can be carried forward indefinitely. At
December 31, 2021, the Company had $0.6 of foreign tax credit carryforwards, $17.0 of U.S. state tax credit
carryforwards, and $0.9 of U.S. federal tax credit carryforwards, of which $0.4, $11.0, and $0.9, respectively, will either
expire or be refunded at various dates through 2041 and the balance can be carried forward indefinitely.
A valuation allowance of $44.9 and $40.1 at December 31, 2021 and 2020, respectively, has been recorded which
relates primarily to the U.S. state and foreign net operating loss carryforwards and U.S. state tax credits. The valuation
allowance for deferred tax assets increased by $4.8 and $4.9 in 2021 and 2020, respectively, which was primarily driven
by U.S. state and foreign net operating loss carryforwards in both years.
Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed
below:
U.S. statutory federal tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign earnings and dividends taxed at different rates . . . . . . . . . .
U.S. tax on foreign income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits related to stock-based compensation . . . . . . . . .
Settlements of uncertain tax positions in foreign jurisdictions
including refund claims and related deferred taxes . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2021
2020
2019

21.0 %
0.8
1.8
0.6
(3.2)

21.0 %
0.8
2.1
0.8
(2.8)

21.0 %
0.7
1.4
1.2
(2.5)

(0.7)
0.3
20.6 %(1.3)(0.1)
20.5 %—
0.4
22.2 %

The components of the Company’s deferred tax assets and liabilities are comprised of the following:
Deferred tax assets relating to:
Accrued liabilities and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $Operating lease liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating loss and tax credit carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets, net of valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,
2021
2020

60.0 $
56.4
62.6
20.3
60.2
37.9
297.4
(44.9)
252.5

54.2
52.7
62.8
36.4
49.0
35.2
290.3
(40.1)
250.2

Deferred tax liabilities relating to:
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unremitted foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

234.2
176.0
56.4
119.1
585.7

202.1
81.5
52.7
114.9
451.2

Net deferred tax liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $333.2 $

201.0

Classification of deferred tax assets and liabilities, as reflected on the Consolidated Balance Sheets:
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax liability, long-term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $91.0 $
424.2
333.2 $

98.1
299.1
201.0

73

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the
beginning and end of the year for 2021, 2020 and 2019 is shown below.
Unrecognized tax benefits as of January 1 . . . . . . . . . . . . . . .
Gross increases for tax positions in prior periods . . . . . . . . .
Gross increases for tax positions in current period . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statutes of limitations. . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits as of December 31 . . . . . . . . . . . .

$

$

2021

135.3 $
6.5
8.2
—
(2.3)
147.7 $

2020

159.1 $
5.4
16.4
(38.8)(6.8)
135.3 $

2019

130.5
20.9
9.0
—
(1.3)
159.1

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision forincome taxes. During the years ended December 31, 2021, 2020 and 2019, the provision for income taxes included a net(benefit) expense of ($4.6), $2.8 and $4.4, respectively, in estimated interest and penalties. As of December 31, 2021,
2020 and 2019, the liability for unrecognized tax benefits included $34.5, $39.2 and $42.2, respectively, for tax-related
interest and penalties.
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 2017 and after. The Company is generally not able to precisely estimate theultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions andestablishes 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 December 31, 2021 and 2020,
the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective
tax rate, was approximately $177.6 and $169.3, respectively. Unrecognized tax benefits are reviewed on an ongoingbasis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing ofstatutes of limitations. Based on information currently available, management anticipates that over the next twelvemonth period, audit activity could be completed and statutes of limitations may close relating to existing unrecognizedtax benefits of approximately $12.6.
Note 7—Equity
Stock-Based Compensation:
For the years ended December 31, 2021, 2020 and 2019, the Company’s Income from continuing operations before
income taxes was reduced for stock-based compensation expense of $83.0, $70.5 and $63.0, respectively, the expense ofwhich is included in Selling, general and administrative expenses in the accompanying Consolidated Statements ofIncome. In addition, for the years ended December 31, 2021, 2020 and 2019, the Company recognized aggregate
income tax benefits (associated with stock-based compensation) of $71.7, $50.7 and $46.0, respectively, in Provision forincome taxes in the accompanying Consolidated Statements of Income. These aggregate income tax benefits during theyears ended December 31, 2021, 2020 and 2019 include excess tax benefits of $63.4, $42.8 and $38.1, respectively,from option exercises. The impact associated with recognizing excess tax benefits from option exercises in theprovision 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 Options
In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol andSubsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 60,000,000 shares. In March 2021,
the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employeesof Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee
Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuanceunder the plan by 40,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s
stockholders and became effective on May 19, 2021. As of December 31, 2021, there were 43,277,741 shares ofCommon Stock available for the granting of additional stock options under the 2017 Option Plan. Prior to the approvalof the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan
for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”). No
additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Option
74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.
Stock option activity for 2019, 2020 and 2021 was as follows:

Options outstanding at January 1, 2019 . . . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2019 . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2020 . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2021 . . . . . . . . . . . . . .
Vested and non-vested options expected to vest at
December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable options at December 31, 2021 . . . . . . . . . . . . . .

Weighted
Average
Exercise Price

Options

71,101,336 $
12,363,400(11,694,504)(419,820)
71,350,412
12,220,400(14,969,624)(615,540)
67,985,648
7,543,589(9,692,199)(536,290)
65,300,748 $

29.88
44.76
21.07
39.08
33.85
45.12
25.80
41.55
37.58
66.65
29.87
48.00
42.00

62,319,077
33,920,465

41.64
35.27

$
$

Weighted
Average
Remaining
ContractualTerm (in years)

6.81

Aggregate
Intrinsic
Value(in millions)

6.75

6.79

6.47

$ 2,968.8

6.40
5.19

$ 2,855.5$ 1,770.3

A summary of the status of the Company’s non-vested options as of December 31, 2021 and changes during theyear then ended is as follows:

Non-vested options at January 1, 2021 . . . . . . . . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested options at December 31, 2021. . . . . . . . . . . . . . . . . . .

Options

Weighted Average
Fair Valueat Grant Date

36,989,300 $7,543,589(12,616,316)(536,290)
31,380,283 $

6.43
13.27
5.68
7.91
8.34

The weighted average fair value at the grant date of options granted during 2020 and 2019 was $8.17 and $6.13,
respectively.
During the years ended December 31, 2021, 2020 and 2019, the following activity occurred under the Company’s
option plans:
Total intrinsic value of stock options exercised . . . .
Total fair value of stock options vested . . . . . . . . . . .

$

2021

430.9
71.7

$

2020

436.1
62.4

$

2019

329.6
57.3

As of December 31, 2021, the total compensation cost related to non-vested options not yet recognized wasapproximately $197.3, with a weighted average expected amortization period of 3.35 years.
The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan isestimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determinedbased on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is thenamortized 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 selectedmodel inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock andimplied 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 experience. The risk-free interest rate is based on U.S. Treasury

75

zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expectedannual dividend per share is based on the Company’s dividend rate.
The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing modelwith the following weighted average assumptions:
Risk free interest rate . . . . . . . . . . . . . . . . . . . .
Expected life . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . .

2021

0.7 %
4.7 years
25.0 %
1.0 %

2020

2019

0.3 %
4.7 years
24.0 %
1.1 %

2.1 %4.7 years
14.0 %
1.0 %Restricted Stock
In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Board. As of
December 31, 2021, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan
was 141,359. Restricted shares granted under the 2012 Directors Restricted Stock Plan vest on the earlier of the firstanniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of theCompany’s stockholders following such date of grant. Grants under the 2012 Directors Restricted Stock Plan entitle theholder to receive shares of the Company’s Common Stock without payment.
Restricted share activity for 2019, 2020 and 2021 was as follows:

Restricted shares outstanding at January 1, 2019 . . . . . . . . . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2019 . . . . . . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2020 . . . . . . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2021 . . . . . . . . . . . . . . . . .

Restricted
SharesFair Valueat Grant
Date

29,746 $28,608(33,322)
25,032
26,350(25,032)
26,35021,983(27,272)
21,061 $

43.95
44.75
44.03
44.75
45.55
44.75
45.55
66.33
45.80
66.92

Weighted Average
Remaining
Amortization
Term (in years)

0.39

0.39
0.38
0.38

The total fair value of restricted share awards that vested during 2021, 2020, and 2019 was $1.2, $1.2 and $1.5,
respectively. As of December 31, 2021, the total compensation cost related to non-vested restricted shares not yet
recognized was approximately $0.5 (with a weighted average expected amortization period of 0.38 years).
Authorized Shares for Issuance
On May 19, 2021, the Company’s stockholders approved an amendment to the Company’s Certificate ofIncorporation, which increased the total number of shares of Common Stock that the Company is authorized to issue to 2
billion shares, an increase of 1 billion shares from the amount previously authorized. The amendment was filed andbecame effective on May 21, 2021.

76

Stock Repurchase Programs:
On April 24, 2018, the Board authorized a stock repurchase program under which the Company could 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 “Exchange Act”). During the year ended December 31, 2021, the Company repurchased 3.1 million
shares of its Common Stock for $203.8 under the 2018 Stock Repurchase Program. As a result of these purchases, theCompany completed all purchases authorized under the 2018 Stock Repurchase Program and, therefore, the 2018 Stock
Repurchase Program has terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program,
0.3 million shares, or $19.8, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million shares,
or $184.0, were retired by the Company. During the years ended December 31, 2020 and 2019, the Company
repurchased 12.0 million and 13.1 million shares of its Common Stock for $641.3 and $601.7, respectively, under the2018 Stock Repurchase Program. Of the total repurchases made in 2020, 2.7 million shares, or $153.9, were retained in
Treasury stock at the time of repurchase; the remaining 9.3 million shares, or $487.4, were retired by the Company. Of
the total repurchases made in 2019, 2.0 million shares, or $87.6, were retained in Treasury stock at the time of
repurchase; the remaining 11.1 million shares, or $514.1, were retired by the Company.
On April 27, 2021, the Board 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 27, 2024 (the “2021 Stock
Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the year ended
December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $457.9 under the 2021 Stock
Repurchase Program. Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 0.4 million
shares, or $33.0, have been retained in Treasury stock at the time of repurchase; the remaining 5.8 million shares, or$424.9, have been or will be retired by the Company. From January 1, 2022 through January 31, 2022, the Company
repurchased 0.6 million additional shares of its Common Stock for $50.0 under the 2021 Stock Repurchase Program,and, as of February 1, 2022, has remaining authorization to purchase up to $1,492.1 of its Common Stock under the 2021
Stock Repurchase Program. The price and timing of any future purchases under the 2021 Stock Repurchase Program
will depend on a number of factors such as levels of cash generation from operations, the volume of stock options
exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and theprice of the Company’s Common Stock.
Dividends:
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.
On October 20, 2020, the Board approved an increase to its quarterly dividend rate from $0.125 per share to $0.145 pershare effective with dividends declared in the fourth quarter of 2020, and then on October 26, 2021, approved a further
increase to its quarterly dividend rate from $0.145 per share to $0.20 per share effective with dividends declared in the
fourth quarter of 2021, contingent upon declaration by the Board. The following table summarizes the quarterly
declared dividends per share for each of the three years ended December 31, 2021, 2020 and 2019:
First Quarter . . . . . . . .
Second Quarter . . . . .
Third Quarter . . . . . . .
Fourth Quarter . . . . . .
Total . . . . . . . . . . . . . .

2021$ 0.145
0.145
0.145
0.20
$ 0.6352020$ 0.125
0.125
0.125
0.145
$ 0.522019$ 0.115
0.115
0.125
0.125
$ 0.48Dividends declared and paid for the years ended December 31, 2021, 2020 and 2019 were as follows:
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . . .

77

2021

$ 379.7
346.7

2020

$ 310.0
297.6

2019

$ 285.3
279.5

Accumulated Other Comprehensive Income (Loss):
Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included inequity at December 31, 2021, 2020 and 2019 are as follows:

Balance at January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,net of tax of nil, nil and $5.3, respectively . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from Accumulated other comprehensive
income (loss) to earnings, net of tax of ($4.9) . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,net of tax of nil, nil and $7.1, respectively . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from Accumulated other comprehensive
income (loss) to earnings, net of tax of ($6.7) . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,net of tax of nil, nil and ($12.3), respectively . . . . . . . . . . . . . . . . . .
Amounts reclassified from Accumulated other comprehensive
income (loss) to earnings, net of tax of ($6.6) . . . . . . . . . . . . . . . . . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Foreign
Currency
Translation
Adjustments

Unrealized
Gain (Loss)on Hedging
Activities(197.5) $0.2

Pension and
Postretirement
Benefit Plan
Adjustment

Accumulated
Other
Comprehensive(Loss) Income(192.9) $(390.2)(40.4)

0.1(15.7)(56.0)—(237.9)

—
0.3

15.3
(193.3)15.3(430.9)

151.3

(0.2)

(18.9)

132.2—(86.6)—
0.1

20.6(191.6)20.6(278.1)(66.2)—

37.4(28.8)—(152.8) $

—
0.1

20.4
(133.8) $20.4(286.5)

$

$

$

$

For the years ended December 31, 2021, 2020 and 2019, as it relates to the Company’s cash flow hedges, which iscomprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive (loss)
income associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated othercomprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying
Consolidated Statements of Income, were not material. There were no reclassifications associated with our net
investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in thetable above. The amount included in Accumulated other comprehensive loss as of December 31, 2021 associated withour cash flow hedges is expected to be reclassified into earnings within the next twelve months. The amounts reclassified
from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit
plans in the table above, are reported within Other (expense) income, net in the Consolidated Statements of Income, thevast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans. The
amortization of actuarial losses is included in the computation of net pension expense discussed in more detail within
Note 9 herein.

78

Note 8—Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by theweighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable
to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive commonshares, the dilutive effect of which relates to stock options. A reconciliation of the basic weighted average commonshares outstanding to diluted weighted average common shares outstanding, along with the earnings per share (basic anddiluted) for the years ended December 31, 2021, 2020 and 2019 is as follows (note - per share amounts may not add due
to rounding):(dollars and shares in millions, except per share data)

2021

2020

2019

Weighted average common shares outstanding — Basic . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares outstanding — Diluted. . . . . . . . . . . . . . . . . . . . . . .

597.9
27.6
625.5

596.1
18.9
615.0

595.0
20.9
615.9

Net income per common share attributable to Amphenol Corporation — Basic:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $Discontinued operations, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation — Basic . . . . . . . . . . . . . . . . . . . $2.62 $
0.04
2.66 $

2.02 $—
2.02 $

1.94
—
1.94

Net income per common share attributable to Amphenol Corporation — Diluted:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $Discontinued operations, net of income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation — Diluted . . . . . . . . . . . . . . . . . $2.51 $
0.03
2.54 $

1.96 $—
1.96 $

1.88
—
1.88

Net income attributable to Amphenol Corporation stockholders:
Net income from continuing operations attributable to Amphenol Corporation . . . . . . . $ 1,569.4 $ 1,203.4 $ 1,155.0
Income from discontinued operations attributable to Amphenol Corporation, net of
21.4——
income taxes of ($3.2) for 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,590.8 $ 1,203.4 $ 1,155.0

Note: As discussed in further detail in Note 1 herein, all current and prior year data presented in the table above, including the number of shares and per share
information, have been adjusted to reflect the effect of the stock split that went into effect in March 2021.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock
options) of 3.5 million, 9.4 million and 14.2 million for the years ended December 31, 2021, 2020 and 2019,respectively.
Note 9—Benefit Plans and Other Postretirement Benefits
Defined Benefit Plans
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 andcompensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S. Plans andare instead covered by various defined contribution plans. Certain foreign subsidiaries have defined benefit planscovering their employees (the “Foreign Plans” and, together with the U.S. Plans, the “Plans”). The largest foreignpension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately$104.1 and $120.8 at December 31, 2021 and 2020, respectively. Total required contributions to be made during 2022
for the unfunded Foreign Plans are included in Other accrued expenses in the accompanying Consolidated Balance
Sheets and in the tables below.

79

The following is a summary of the Company’s defined benefit plans’ funded status as of the most recent actuarial
valuations as of December 31 of each year.

Change in projected benefit obligation:
Projected benefit obligation at beginning of year . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Projected benefit obligation at end of year . . . . . . . . . . . . . . . .

U.S. Plans
2021
2020

Foreign Plans
2021
2020

$ 526.4 $ 496.5 $ 302.0 $ 261.4
4.2
4.5
3.3
3.0
8.6
13.2
2.7
3.5
0.4
—
—
0.1
(16.9)
38.5(20.4)
24.1——(12.3)
17.9(27.4)(26.3)
(9.4)
(8.0)
495.3
526.4
265.9
302.0

2021

Total

2020

$ 828.4 $ 757.9
7.5
7.5
11.3
16.7
0.4
0.1
(37.3)
62.6(12.3)
17.9(36.8)(34.3)
761.2
828.4

Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange translation . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . .

515.7
38.2
1.0
—
(27.4)
527.5

Over (under) funded status at end of year . . . . . . . . . . . . . . . . . .

$ 32.2$ (10.7) $ (149.4) $ (185.4) $ (117.2) $ (196.1)

Amounts recognized on the balance sheet as of December 31:
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 50.0$

Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued pension and postretirement benefit obligations. . . . . .
Over (under) funded status at end of year . . . . . . . . . . . . . . . . . .

1.1
16.7
$ 32.2

1.0
3.1
3.3
4.2
4.3
17.5
147.0
182.4
163.7
199.9
$ (10.7) $ (149.4) $ (185.4) $ (117.2) $ (196.1)

Accumulated other comprehensive loss, net . . . . . . . . . . . . . . .

$ (83.0) $ (118.2) $ (51.8) $ (74.3) $ (134.8) $ (192.5)

Weighted average assumptions used to determine projected
benefit obligations:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . .

473.2
67.8
1.0
—
(26.3)
515.7

2.69 %
2.40 %

7.8

116.6
6.3
5.8
(2.8)
(9.4)
116.5

$

2.30 %
2.40 %

0.7

107.8
6.3
5.5
5.0
(8.0)
116.6

$

1.58 %
1.75 %

0.3

632.3
44.5
6.8
(2.8)
(36.8)
644.0

$

50.7

581.0
74.1
6.5
5.0
(34.3)
632.3

$

8.1

1.12 %
1.75 %The projected benefit obligation decreased in 2021 primarily due to both actuarial gains, resulting from the impactof higher discount rates on our projected benefit obligation, and benefits paid during the year. The projected benefit
obligations increased in 2020 primarily due to actuarial losses, resulting from the impact of lower discount rates on our
projected benefit obligation. The accumulated benefit obligation for the Company’s defined benefit pension plans was$753.7 and $818.4 at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the accumulated
benefit obligation for the U.S. Plans was $494.2 and $525.1, respectively, and for the Foreign Plans was $259.5 and$293.3, respectively.
The following summarizes information for defined benefit plans with an accumulated benefit obligation in excess ofplan assets as of December 31, 2021 and 2020:
U.S. Plans
2021
2020

Accumulated benefit obligation. . . . . . . . . . . $ 29.2
Fair value of plan assets . . . . . . . . . . . . . . . . .
12.0$ 29.8
11.7

Foreign Plans
2021
2020

$ 254.1
110.3$ 287.6
110.7

The following summarizes information for defined benefit plans with a projected benefit obligation in excess of plan
assets as of December 31, 2021 and 2020:
U.S. Plans
2021
2020

Projected benefit obligation . . . . . . . . . . . . . . $ 29.6
Fair value of plan assets . . . . . . . . . . . . . . . . .
12.0

80

$ 30.1
11.7

Foreign Plans
2021
2020

$ 260.6
110.3$ 296.4
110.7

The amounts, before tax, included in Accumulated other comprehensive loss at December 31, 2021 and 2020 thathave not yet been recognized as expense were as follows:
U.S. Plans
2021
2020

Actuarial losses, net . . . . . . . . . . . . . . .
Prior service cost . . . . . . . . . . . . . . . . . .

$ 103.6
5.1$ 148.9
6.6

Foreign Plans
2021
2020

$ 64.70.7$ 98.8
0.8

2021

Total

$ 168.3
5.8

2020$ 247.7
7.4

The following is a summary of the components of net pension expense for the Company’s defined benefit plans forthe years ended December 31, 2021, 2020 and 2019:

Components of net pension expense:
Service cost . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . .
Amortization of prior service cost . . . . .
Amortization of actuarial losses . . . . . .
Net pension expense . . . . . . . . . . . . . . .
Weighted average assumptions used todetermine net periodic benefit cost:
Discount rate . . . . . . . . . . . . . . . . . . . . .
Expected long-term return on assets . . . .
Rate of compensation increase . . . . . . . .

2021

U.S. Plans
2020

2019

$

4.2 $ 4.5 $ 5.4
8.6
13.2
16.8
(28.1)(33.8)(33.2)
1.9
2.1
1.7
17.8
19.8
14.4
$ 4.4 $ 5.8 $ 5.1

2.30 %
6.00 %
2.40 %

3.11 %
7.50 %
2.60 %

4.14 %
7.50 %
3.00 %

2021

Foreign Plans
2020
2019

$ 3.3 $ 3.0 $ 2.6
2.7
3.5
4.7
(3.1)
(3.4)
(3.7)
0.2
—
0.1
7.0
5.4
4.1
$ 10.1 $ 8.5 $ 7.8

2021

Total
2020

2019

$

7.5 $ 7.5 $ 8.0
11.3
16.7
21.5
(31.2)(37.2)(36.9)
2.1
2.1
1.8
24.8
25.2
18.5
$ 14.5 $ 14.3 $ 12.9

1.12 % 1.59 % 2.28 %2.71 % 3.25 % 3.75 %1.75 % 1.78 % 1.77 %The pension expense for the Plans is calculated based upon a number of actuarial assumptions established on
January 1 of the applicable year, including mortality projections as well as a weighted average discount rate, rate ofincrease in future compensation levels and an expected long-term rate of return on the respective Plans’ assets which aredetailed in the table above. The Company records service costs in the same line item as the respective employeecompensation 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 (expense) income, net in the Consolidated Statements of Income.
The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporatebond yields with maturities approximating the remaining life of the projected benefit obligations. The weighted average
discount rate for the U.S. Plans on this basis was 2.69% and 2.30% at December 31, 2021 and 2020, respectively. The
increase in the discount rate for the U.S. Plans resulted in a decrease in the benefit obligation of approximately $23 at
December 31, 2021. The weighted average discount rate for the Foreign Plans was 1.58% and 1.12% at December 31,
2021 and 2020, respectively. The decrease in the benefit obligation associated with our Foreign Plans at December 31,
2021 was primarily driven by the increase in the discount rate, along with foreign currency translation. The Company
calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along
the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more
precisely measures its obligations. The mortality assumptions used by the Company reflect commonly used mortality
tables and improvement scales for each plan and increased life expectancies for plan participants.
The primary investment objective of the Plans is to ensure an adequate pool of assets to support the benefit
obligations to participants, retirees and beneficiaries. Over time, the Plans have aimed to earn a rate of return on assets
greater than the liability discount rate, with a prudent level of risk and diversification. For the U.S. Plans, this has
resulted in assets exceeding benefit obligations. As a result, in an effort to reduce the funding status volatility of thePlans, the Company has shifted the target asset allocations for the U.S. Plans from 60% equities and 40% fixed income
at the end of 2020 to 25% equities and 75% fixed income at the end of 2021. Short-term strategic ranges for investments
will continue to be established within these new long-term target percentages. The Company regularly reviews theactual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate.
The Company invests in a diversified investment portfolio through various investment managers and evaluates its
plan assets for the existence of concentration risks. As of December 31, 2021, there were no significant concentrationsof risks in the Company’s defined benefit plan assets. The Company does not invest nor instruct investment managers toinvest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of
external investment management in certain commingled funds. Such holdings would not be material relative to the81Plans’ total assets. The Company’s Foreign Plans primarily invest in equity and debt securities and insurance contracts,
as determined by each Plans’ Trustees or investment managers.
In developing the expected long-term rate of return assumption for the U.S. Plans, the Company relies primarily on
projected long-term asset returns by asset class prepared annually by our investment consultants. During 2021, theexpected long-term rate of return on the U.S. Plans’ assets was based on an asset allocation assumption of approximately
60% with equity managers (with an expected long-term rate of return of approximately 8%) and 40% with fixed income
managers (with an expected long-term rate of return of approximately 4.5%).
The Company’s Plan assets, the vast majority of which relate to the U.S. Plans, are reported at fair value andclassified in their entirety based on the lowest level of input that is significant to the fair value measurement. The
process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement
hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2021 and 2020 by asset category are
as follows (refer to Note 5 for definitions of Level 1, 2 and 3 inputs):

Asset Category

Total

December 31, 2021

Equity securities:
U.S. equities — large cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. equities — small/mid cap and other . . . . . . . . . . . . . . . . .
International equities — growth . . . . . . . . . . . . . . . . . . . . . . . .
International equities — other . . . . . . . . . . . . . . . . . . . . . . . . .

$

62.7
15.9
31.8
70.9

Level 1

$

30.1
—
25.5
—

Level 2

$

32.6
15.9
6.3
45.7

Level 3

$

—
—
—
—

Assets Measured
at Net Asset
Value (a)

$

—
—
—
25.2

Alternative investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . .

25.5

—

—

—

25.5

Fixed income securities:
U.S. fixed income securities — intermediate term . . . . . . . . . .
U.S. fixed income securities — long term . . . . . . . . . . . . . . . .
International fixed income securities — other . . . . . . . . . . . . .

97.3
266.1
30.2

—
—
—

97.3
266.1
30.2

—
—
—

—
—
—

Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34.1
9.5

—
9.5

—
—

34.1
—

—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

644.0

$

65.1

$

494.1

$

34.1

$

50.7

$

124.9
37.7
67.5
96.2

$

63.5
—
61.6
—

$

61.4
37.7
5.9
41.3

$

—
—
—
—

$

—
—
—
54.9

December 31, 2020

Equity securities:
U.S. equities — large cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. equities — small/mid cap and other . . . . . . . . . . . . . . . . .
International equities — growth . . . . . . . . . . . . . . . . . . . . . . . .
International equities — other . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . .

22.4

—

—

—

22.4

Fixed income securities:
U.S. fixed income securities — intermediate term . . . . . . . . . .
U.S. fixed income securities — long term . . . . . . . . . . . . . . . .
U.S. fixed income securities — high yield . . . . . . . . . . . . . . . .
International fixed income securities — other . . . . . . . . . . . . .

29.2
130.5
15.5
49.5

29.2
—
—
—

—
130.5
15.5
49.5

—
—
—
—

—
—
—
—

Insurance contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40.0
10.8
8.1

—
—
8.1

—
—
—

40.0
10.8
—

—
—
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

632.3

$

162.4

$

341.8

$

50.8

$

77.3

(a) Certain investments measured at fair value using the net asset value (NAV) practical expedient have been removed from the fair value hierarchy but included in the table above inorder to permit the reconciliation of the fair value hierarchy to total plan assets.

Equity securities consist primarily of publicly traded U.S. and non-U.S. equities. Publicly traded securities arevalued at the last trade or closing price reported in the active market in which the individual securities are traded.
Certain equity securities held in commingled funds are valued at unitized net asset value (“NAV”) based on the fairvalue of the underlying net assets owned by the funds. Alternative investment funds include investments in hedge funds
including fund of fund products.
82

Fixed income securities consist primarily of government securities and corporate bonds. They are valued at theclosing price in the active market or at quotes obtained from brokers/dealers or pricing services. Certain fixed income
securities held within commingled funds are valued based on the fair value of the underlying net assets of the funds, as
determined by the custodian of the funds.
The Level 2 pension plan assets are primarily comprised of pooled funds valued using published prices based off ofobservable market data.
The Level 3 pension plan assets as of December 31, 2021 and 2020 included in the table above consist primarily ofcontracts with insurance companies related to certain foreign plans. The insurance contracts generally include
guarantees in accordance with the policy purchased. Our valuation of Level 3 assets is based on insurance company or
third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract
between the Company and the insurance companies. In prior years, our Level 3 pension plan assets also included certain
investments in commingled real estate funds which were valued based on unobservable market price inputs. The
following table sets forth a summary of changes of the fair value of the Level 3 pension plan assets for the years ended
December 31, 2021 and 2020:
Balance on January 1. . . . . . . . . . . . . . . . . . . . .
Unrealized (losses) gains, net . . . . . . . . . . .
Purchases, sales and settlements, net . . . . .
Foreign currency translation . . . . . . . . . . . .
Balance on December 31. . . . . . . . . . . . . . . . . .

2021

2020

$ 50.8 $ 47.7
(0.1)
1.1
(14.2)
(1.0)
(2.4)
3.0
$ 34.1 $ 50.8

The Company made cash contributions to the Plans of $6.8, $6.5, and $6.6 in 2021, 2020, and 2019, respectively.
There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluateannually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount ofcash contributions in the future.
Benefit payments related to the Plans above, including those amounts to be paid out of Company assets andreflecting future expected service as appropriate, are expected to be as follows:Year

2022 . . . . . . . . . .
2023 . . . . . . . . . .
2024 . . . . . . . . . .
2025 . . . . . . . . . .
2026 . . . . . . . . . .
2027-2031 . . . . .

U.S.
Plans

$ 28.2
29.0
29.6
30.0
30.2
147.5

Foreign
Plans

$ 8.9
8.5
9.6
9.6
10.1
54.4

Total

$ 37.1
37.5
39.2
39.6
40.3
201.9

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for thepayment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory
limitations on average compensation for purposes of the benefit computation. The obligation related to the SERP is
included in the accompanying Consolidated Balance Sheets and in the tables above.
Certain foreign subsidiaries of the Company offer certain benefits under local statutory plans which are excluded
from the tables above. The net liability for such plans was $16.6 and $16.1 as of December 31, 2021 and 2020,
respectively, the majority of which is included within Accrued pension and postretirement benefit obligations in theaccompanying Consolidated Balance Sheets.
Other Postretirement Benefit Plans
The Company maintains self-insurance programs for that portion of its health care and workers compensation costs
not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible
retirees in the U.S. through postretirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans
for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The

83

Company funds the benefit costs for such plans on a pay-as-you-go basis. As of December 31, 2021 and 2020, the total
liability associated with postretirement benefit obligations was approximately $6.0 and $6.8, respectively, the majorityof which is included in Accrued pension and postretirement benefit obligations on the accompanying Consolidated
Balance Sheets. The weighted average discount rate used to determine the projected benefit obligation as ofDecember 31, 2021 and 2020 was 2.75% and 2.40%, respectively. Net postretirement benefit expense on theaccompanying Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019 were nil, $0.2
and $0.3, respectively. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit
obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or
results of operations, the Company believes any change in medical costs from that estimated will not have a significant
impact on the Company.
Defined Contribution Plans
The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation inthese plans is based on certain eligibility requirements. The Company matches employee contributions to the U.S.
defined contribution plans up to a maximum of 6% of eligible compensation. The Company provided matching
contributions to the U.S. defined contribution plans of approximately $16.2, $13.3 and $13.1 in 2021, 2020 and 2019,respectively.
Note 10—Leases
Operating Leases
For the years ended December 31, 2021, 2020 and 2019, total operating lease cost was $118.2, $98.7, and $97.6,
respectively, 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 operating leases for each of the next five years andthereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease
component for our existing real estate leases and (ii) a reconciliation of the undiscounted lease payments to the present
value of the lease liabilities recognized, all as of December 31, 2021:
Year Ending December 31,

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total future minimum lease payments . . . . . . . . . . . . . . . . . . .
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total present value of future minimum lease payments. . . . . .

$ 75.0
57.3
42.0
28.8
19.8
44.4
$ 267.3(16.3)$ 251.0

The following summarizes the operating lease-related account balances on our Consolidated Balance Sheets, as ofDecember 31, 2021 and 2020:
As of December 31:

Operating lease right-of-use assets (included in Other long-term assets). . .

$Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

84

$

2021

244.9

$

70.6
180.4
251.0

$
$

2020

224.4

68.0
161.1
229.1

The following summarizes additional supplemental data related to our operating leases:
Year Ended December 31:

2021

2020

2019

Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases . . . . . . . . . . . . . . . . . . . . $ 103.2

$

88.1

$

86.0

Right-of-use assets obtained in exchange for lease liabilities . . . . . . . . . $ 121.5$ 104.7$

98.6

As of December 31:
Weighted Average Remaining Lease Term . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5 years
5 years
6 years
2.2 %
2.6 %
3.2 %

Lease contracts that we have executed but which have not yet commenced as of December 31, 2021 were notmaterial, and are excluded from the tables above. The Company does not generally enter into leases involving theconstruction or design of the underlying asset, and nearly all of the assets we lease are not specialized in nature. Ourlease agreements generally do not include residual value guarantees nor do we enter into sublease arrangements withexternal parties.
Finance Leases
In rare circumstances, the Company may enter into finance leases for specific equipment used in manufacturing, inwhich the Company takes ownership of the asset upon the end of the lease. The Company records its finance leases
within Property, plant and equipment, net, Current portion of long-term debt and Long-term debt on the accompanying
Consolidated Balance Sheets. The Company’s finance leases and related depreciation and interest expense, cash flows
and impact on the Company’s consolidated financial statements were not material individually or in the aggregate as ofand for the years ended December 31, 2021, 2020 and 2019.
Note 11—Acquisitions
2021 Acquisitions
During the year ended December 31, 2021, the Company completed seven acquisitions for $2,225.4, net of cash
acquired, while also completing the divestiture of the Divested MTS business, as discussed below and in Note 12
herein. Six of the acquisitions were included in the Interconnect Products and Assemblies segment, while one
acquisition was included in the Cable Products and Solutions 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. The operating results of the 2021
acquisitions have been included in the Consolidated Statements of Income for the year ended December 31, 2021, since
their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchaseprice allocation related to these acquisitions, has not been presented, since these acquisitions were not material, either
individually or in the aggregate, to the Company’s financial results.
Acquisition of MTS Systems Corporation
On December 9, 2020, Amphenol announced that the Company entered into a definitive agreement under which
Amphenol would acquire MTS Systems Corporation (Nasdaq: MTSC) (“MTS”) for $58.50 per share in cash. Prior to
the acquisition, MTS was a leading global supplier of precision sensors, advanced test systems and motion simulators.
MTS was historically organized into two business segments: Sensors (“MTS Sensors”) and Test & Simulation (“MTST&S”). The MTS Sensors business provides the Company with a highly complementary offering of high-technology,
harsh environment sensors sold into diverse end markets and applications. The MTS Sensors business further expands
the Company’s range of sensor and sensor-based products across a wide array of industries and is reported as part of ourcontinuing operations and within our Interconnect Products and Assemblies segment. On January 19, 2021 and prior tothe closing of the MTS acquisition, the Company entered into a definitive agreement to sell MTS (including the MTS
T&S business, but excluding the MTS Sensors business) to Illinois Tool Works Inc. (“ITW”). Throughout this Annual
Report, we refer to MTS (including the MTS T&S business, but excluding the MTS Sensors business) as the “Divested
MTS business”.

85

On April 7, 2021, the Company completed the acquisition of MTS for a total enterprise value of approximately$1,700, net of cash acquired and including the repayment of all outstanding debt and certain liabilities. The MTS
acquisition was funded through a combination of borrowings under the U.S. Commercial Paper Program, as discussed in
Note 4 herein, and cash on hand. At closing, the Company paid approximately $1,300, net of cash acquired, for 100% of
the common stock of MTS, including certain liabilities settled at closing, which is reflected within Net cash used ininvesting activities from continuing operations in the accompanying Consolidated Statements of Cash Flow for the year
ended December 31, 2021. In addition, the Company also assumed MTS’s then-outstanding $350.0 principal amount ofsenior notes due August 15, 2027. Shortly after the closing, the Company repaid and settled the MTS senior notes forapproximately $387.3, which included accrued interest and a make-whole premium incurred as a result of the early
extinguishment of the senior notes. The repayment of the outstanding senior notes, including the make-whole premium
and excluding interest, was reflected within Net cash used in financing activities from continuing operations in theaccompanying Consolidated Statements of Cash Flow for the year ended December 31, 2021. On December 1, 2021,
the Company completed the sale of the Divested MTS business to ITW for approximately $750, net of cash divested andexcluding related transaction fees and expenses. After giving effect to the sale of the Divested MTS business as well as
the repayment of the aforementioned MTS senior notes as part of the MTS acquisition, the Company paid approximately$950, net of cash acquired and excluding related transaction fees and expenses, for the retained MTS Sensors business.
Refer to Note 12 herein for further details related to the Company’s discontinued operations and the completed
divestiture of the Divested MTS business.
The Company is in the process of completing the acquisition accounting related to the MTS Sensors business,
specifically the allocation of the purchase price attributable to the MTS Sensors business to the tangible and identifiableintangible assets acquired and liabilities assumed based upon their estimated fair values. The preliminary purchase priceallocation for the MTS Sensors business is being performed separately from the Divested MTS business, the latter ofwhich was accounted for as discontinued operations and whose assets acquired, including associated goodwill, andliabilities assumed were reported as current assets held for sale and liabilities held for sale in the Company’s balance
sheet. As a result of the sale of the Divested MTS business on December 1, 2021, the Company completed theacquisition accounting associated with the Divested MTS business and the associated current assets held for sale andcurrent liabilities held for sale are no longer reported on the Company’s Consolidated Balance Sheets as ofDecember 31, 2021.
While the Company is in the process of completing its analyses of the fair value of the tangible and identifiableintangible assets acquired and liabilities assumed as part of acquisition accounting, the MTS acquisition resulted in therecognition of $741.1 of goodwill, $54.0 of indefinite-lived tradename intangible assets and $178.2 of definite-lived
intangible assets, each associated with the MTS Sensors business. The definite-lived intangible assets are comprised ofcustomer relationships, proprietary technology, and backlog of $122.9, $39.1 and $16.2, respectively, and are amortizedbased upon the underlying pattern of economic benefit with weighted average useful lives of 11 years, 15 years and 0.25
years, respectively. Other than these intangible assets, the remainder of the purchase price has been allocated to otheridentifiable assets acquired and liabilities assumed. As part of acquisition accounting, the Company also recorded $47.0
of deferred tax liabilities associated with certain basis differences, the majority of which the Company recognized for tax
purposes and paid in the fourth quarter of 2021 upon the sale of the Divested MTS business. The excess purchase priceover the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, whichprimarily represents the value of assembled workforce and the anticipated cost savings and efficiencies associated with
the integration of the MTS Sensors business, along with other intangible assets acquired that do not qualify for separate
recognition. The Company does not expect any such recognized goodwill associated with the acquisition of the MTS
Sensors business to be deductible for tax purposes. Since the current purchase price allocation is based on preliminary
assessments made by management as of December 31, 2021, the acquisition accounting is subject to final adjustment
and it is possible that the final assessment of values may differ from this preliminary assessment. The operating results
for the MTS Sensors business have been included within continuing operations in the Consolidated Statements ofIncome since the acquisition date, while the operating results for the Divested MTS business have been classified andreported as discontinued operations as discussed further in Note 12 herein.
Acquisition of Halo Technology Limited
On December 1, 2021, the Company completed the acquisition of approximately 97% of the common stock of Halo
Technology Limited (“Halo”) for a purchase price of approximately $694, net of cash acquired. The sellers retained aless than 3% noncontrolling interest in Halo, which includes redeemable features that are outside the control of the86Company and therefore, has been classified as temporary equity on the Consolidated Balance Sheet as of December 31,
2021, as discussed in more detail in Notes 1 and 5 herein. The acquisition was funded with cash on hand. Halo, which
is headquartered in the United States (California), is a leading provider of active and passive fiber optic interconnect
components, with product offerings that are highly complementary to our existing high-speed and fiber optic
interconnect solutions for the communications infrastructure markets. The Company has begun the process of analyzing
the allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, as partof acquisition accounting. As of December 31, 2021, the Halo acquisition resulted in the recognition of $528.3 ofgoodwill, $28.0 of indefinite-lived tradename intangible assets and $156.0 of definite-lived intangible assets. The
definite-lived intangible assets are comprised of customer relationships, proprietary technology, and backlog of $31.0,$116.0 and $9.0, respectively, and are amortized based upon the underlying pattern of economic benefit with weighted
average useful lives of 10 years, 15 years and one month, respectively. Other than these intangible assets, the remainderof the purchase price has been allocated to other identifiable assets acquired and liabilities and noncontrolling interests(including redeemable noncontrolling interests) assumed. As part of acquisition accounting, the excess purchase priceover the fair value of the underlying assets acquired (net of liabilities and noncontrolling interests assumed) was
allocated to goodwill, which primarily represents the value of assembled workforce and the anticipated cost savings andefficiencies associated with the integration of Halo, along with other intangible assets acquired that do not qualify forseparate recognition. The Company does not expect any such recognized goodwill associated with the Halo acquisition
to be deductible for tax purposes. Since the current purchase price allocation is based on an initial preliminary
assessment made by management as of December 31, 2021, the acquisition accounting for Halo is subject to final
adjustment and it is possible that the final assessment of values may differ from our initial preliminary assessment. The
operating results for Halo have been included within continuing operations in the Consolidated Statements of Income
since the acquisition date. The acquisition of Halo, which is reported within our Interconnect Products and Assemblies
segment, was not material to the Company’s financial results.
2020 Acquisitions
During the year ended December 31, 2020, the Company completed two acquisitions for $50.4, net of cash
acquired, both of which were included in the Interconnect Products and Assemblies segment. The Company completed
the acquisition accounting, including the analyses of the fair value of the assets acquired and liabilities assumed, for both2020 acquisitions, and the final assessments of values did not differ materially from the preliminary assessments. Pro
forma financial information, as well as further details regarding the purchase price allocation related to theseacquisitions, has not been presented, since these acquisitions were not material, either individually or in the aggregate, to
the Company’s financial results.
2019 Acquisitions
During the year ended December 31, 2019, the Company completed nine acquisitions for $937.4, net of cash
acquired. All but one of the acquisitions were included in the Interconnect Products and Assemblies segment. The 2019acquisitions resulted in the recognition, in 2019, of $784.6 of goodwill and $111.8 of definite-lived intangible assets,
primarily related to customer relationships and proprietary technology, with the remainder of the purchase price being
allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed. These definite-lived
intangible assets are being amortized based upon the underlying pattern of economic benefit, with the vast majority
having useful lives ranging from 5 to 10 years. The excess purchase price over the fair value of the underlying net assets
acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with otherintangible assets acquired that do not qualify for separate recognition. Approximately $455 of the goodwill recognizedfrom acquisitions in 2019 will be deductible for tax purposes. The Company completed the acquisition accounting,including its analyses of the fair value of the assets acquired and liabilities assumed, for all 2019 acquisitions, and thefinal assessments of values did not differ materially from the preliminary assessments. The operating results of the 2019acquisitions have been included in the Consolidated Statements of Income, since their respective dates of acquisition.
Pro forma financial information, as well as further details regarding the purchase price allocation related to theseacquisitions, was not presented, since these acquisitions were not material, either individually or in the aggregate, to theCompany’s financial results.

87

In January 2019, the Company acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of
SSI Technologies, Inc., for approximately $400, net of cash acquired, plus a performance-related contingent payment.
SSI, which is headquartered in the United States (Wisconsin), is a leading designer and manufacturer of sensors andsensing solutions for the global automotive and industrial markets. The SSI acquisition was not material to theCompany. The contingent consideration payment was 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 5). The calculation of the contingent
consideration was finalized in the first quarter of 2020 as $75.0, based on actual financial data used for inputs, and was
paid in the second quarter of 2020.
Acquisition-related Expenses
In 2021, the Company incurred $70.4 ($57.3 after-tax) of acquisition-related expenses, comprised primarily oftransaction, severance, restructuring and certain non-cash purchase accounting costs related to the MTS acquisition in
the second quarter of 2021, along with external transaction costs and certain non-cash purchase accounting costs related
to the Halo acquisition in the fourth quarter of 2021. In 2020, the Company incurred approximately $11.5 ($10.7 aftertax) of acquisition-related expenses, comprised primarily of external transaction costs related to acquisitions that wereannounced or closed. In 2019, the Company incurred approximately $25.4 ($21.0 after-tax) of acquisition-related
expenses, comprised primarily of the amortization of $15.7 related to the value associated with acquired backlog (ofwhich $12.5 related to the acquisition of SSI), with the remainder representing external transaction costs. Suchacquisition-related expenses are separately presented in the accompanying Consolidated Statements of Income.
Note 12—Discontinued Operations
Presentation and Sale of the Divested MTS Business
On January 19, 2021 and prior to the closing of the MTS acquisition, the Company entered into a definitive
agreement to sell the Divested MTS business to ITW. As a result of the agreement to sell the Divested MTS business to
ITW, the Company concluded that the Divested MTS business met the discontinued operations reporting criteria and“held for sale” accounting criteria as of the MTS acquisition date of April 7, 2021, and consequently, the Company did
not assign the Divested MTS business to either of its two reportable business segments. Accordingly, since the Divested
MTS business has never been nor was expected to ever be considered part of our continuing operations, the Company
accounted for the operating results and related cash flows associated with the Divested MTS business as discontinued
operations in the accompanying Consolidated Statements of Income and Consolidated Statements of Cash Flow,
respectively, as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS
business. The Company also ceased recording depreciation and amortization on the held for sale assets as of the MTS
acquisition date.
In 2021, the assets and liabilities associated with the Divested MTS business were presented as current assets held
for sale and current liabilities held for sale, respectively, on the Company’s balance sheet throughout the period in which
Amphenol owned the business. As discussed in Note 11 herein, the purchase price allocation associated with theDivested MTS business was performed separately from the MTS Sensors business, as the Divested MTS business met
the “held for sale” accounting criteria. The assets acquired and liabilities assumed resulting from the purchase priceallocation for the Divested MTS business were measured and recorded at fair value less costs to sell as of the date of the
MTS acquisition and recorded as current assets held for sale and current liabilities held for sale, as separate single line
items in the Company’s balance sheet from the MTS acquisition date through December 1, 2021, the date of the sale of
the Divested MTS business. In addition, the Company assumed a $28.7 contingent consideration liability from the MTS
acquisition, which was recognized at fair value as part of acquisition accounting. This contingent consideration wasrecorded within current liabilities held for sale in the Company’s balance sheet as of the acquisition date. During thethird quarter of 2021, the Company made a capital contribution to the Divested MTS business, which in turn used thefunding to settle the contingent consideration.

88

On December 1, 2021, the Company completed the sale of the Divested MTS business to ITW for approximately$750, net of cash divested and excluding related transaction fees and expenses. The proceeds from the sale of theDivested MTS business were included in Net cash provided by investing activities from discontinued operations in theConsolidated Statements of Cash Flow for the year ended December 31, 2021. Amphenol has no continuing
involvement with the Divested MTS business now that its sale has been consummated. At December 31, 2021, there
were no assets held for sale nor liabilities held for sale on the Consolidated Balance Sheets, as a result of the sale of theDivested MTS business in December 2021. In addition, there were no material adjustments to previously reported
balances associated with the assets held for sale and liabilities held for sale. The sale of the Divested MTS business did
not result in any significant gain or loss recorded to discontinued operations in the Consolidated Statements of Income
for the year ended December 31, 2021.
Note 13—Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by segment were as follows:

Goodwill at December 31, 2019 . . . . . . . . . . . .
Acquisition-related . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . .
Goodwill at December 31, 2020 . . . . . . . . . . . .
Acquisition-related . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . .
Goodwill at December 31, 2021 . . . . . . . . . . . .

Interconnect
Products andAssemblies

Cable
Products andSolutions$ 4,710.0 $
50.0
114.5
4,874.5
1,405.0(71.7)$ 6,207.8 $Total

157.1 $ 4,867.1
0.5
50.5
—
114.5
157.6
5,032.1
11.6
1,416.6(0.2)(71.9)
169.0 $ 6,376.8

The increase in goodwill during 2021 was primarily driven by the acquisition of MTS and Halo, along with theother acquisitions that closed during the year, as described in Note 11 herein.
Other than goodwill noted above, the Company’s intangible assets as of December 31, 2021 and 2020 were as
follows:

Customer relationships . . . . . . . . . . . . . . . . .
Proprietary technology . . . . . . . . . . . . . . . . .
Backlog and other . . . . . . . . . . . . . . . . . . . . .
Total intangible assets (definite-lived). . . . . .
Trade names (indefinite-lived) . . . . . . . . . . .

Weighted
Average
Life (years)

10
13
1
10

December 31, 2021
Gross
Net
Carrying Accumulated Carrying
AmountAmortization Amount

$

637.2
311.1
74.9
1,023.2

268.1$ 1,291.3

December 31, 2020
Gross
Net
Carrying Accumulated Carrying
Amount Amortization Amount

$

357.5
102.2
74.7
534.4

$ 279.7
208.9
0.2
488.8

$ 456.6
156.2
49.7
662.5

$

534.4

268.1
$ 756.9

186.1$ 848.6

$

313.6
88.1
49.4
451.1

$ 143.0
68.1
0.3
211.4

$

451.1

186.1
$ 397.5

The increase in the gross carrying amount of intangible assets in 2021 was driven by certain customer relationships
recognized resulting from acquisition accounting associated with our 2021 acquisitions, as well as certain proprietary
technology and indefinite-lived trade names associated with both the MTS and Halo acquisitions. Amortization expense
for the years ended December 31, 2021, 2020 and 2019 was approximately $86.4, $49.6 and $67.3, respectively.
Amortization expense in 2021 includes $16.2 and $9.0 related to the amortization of acquired backlog resulting from the
MTS and Halo acquisitions, respectively, while amortization expense in 2019 included $15.7 related to the amortizationof acquired backlog, primarily from the SSI acquisition. As of December 31, 2021, amortization expense relating to theCompany’s current intangible assets estimated for each of the next five fiscal years is approximately $67.5 in 2022,$64.7 in 2023, $59.1 in 2024, $49.7 in 2025, and $48.0 in 2026.
Note 14—Reportable Business Segments and International Operations
Through December 31, 2021, the Company had two reportable business segments: (i) Interconnect Products andAssemblies and (ii) Cable Products and Solutions. The Company organized its reportable business segments based upon
similar economic characteristics and business groupings of products, services, and customers, and did not include any
aggregated operating segments. These reportable business segments were determined based upon how the Company
operated its businesses, assessed operating performance, made resource allocation decisions, and communicated results,

89

outlook and strategy to the Board and stockholders. The Interconnect Products and Assemblies segment primarily
designed, manufactured and marketed a broad range of connector and connector systems, value-add products and otherproducts, 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 designed, manufactured and marketed cable, value-add products andcomponents 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 were the same as those for the Company as awhole, as described in Note 1 herein. The Company evaluated the performance of the segments and allocated resources
to them based 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 Company also provided general corporate services to its reportable business segments, which
continued to be reported as “Corporate/Other”, a non-reportable business segment.
Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable businesssegments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems.
Refer to Note 16 herein for further details related to the Company’s change in its reportable business segments.
The segment results and segment assets the years ended December 31, 2021, 2020 and 2019 were as follows:
Interconnect Products
and Assemblies
2021
2020
2019

Cable Products
and Solutions
2021
2020
2019

Net sales:
External . . . . . . . . . $ 10,430.9 $ 8,229.9 $ 7,840.3 $ 445.4 $ 369.0
Intersegment . . . . . .
111.0
58.5
35.3
53.9
38.2
Depreciation andamortization . . . . . . . .
383.7
297.1
300.1
4.8
4.3
Capital expenditures . . .
355.5
272.1
289.6
4.4
3.7
Segment operating
income . . . . . . . . . . . .
2,296.8
1,741.2
1,722.7
22.8
35.4
Segment assets(excluding goodwill) . .
7,996.5
6,672.8
5,666.4
265.0
214.2

Corporate / Other (1)2021 2020 2019

$ 385.1
51.6

$ —
—

$ —
—

6.4
4.1

7.1
0.5

6.7
1.0

Total Consolidated
2021
2020
2019

$ — $ 10,876.3 $ 8,598.9 $ 8,225.4
—
164.9
96.7
86.9
5.6
1.3

395.6
360.4

308.1
276.8

312.1
295.0

39.5

2,319.6

1,776.6

1,762.2

209.2

8,261.5

6,887.0

5,875.6(1) Corporate / Other is not a reportable business segment, but has been included above for purposes of reconciling between segment data and total consolidated data. The
reconciliation of segment operating income and segment assets (excluding goodwill) to consolidated results is included in the tables below.

A reconciliation of segment operating income to consolidated income from continuing operations before income
taxes is summarized as follows:
Segment operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income taxes . . . . . . . .

$For the Years Ended December 31,
2021
2020
2019

$

2,319.6(83.0)(70.4)(61.1)(115.5)—(0.4)
1,989.2$$

1,776.6(70.5)(11.5)(56.2)(115.4)—
3.6
1,526.6$$

1,762.2(63.0)(25.4)(54.6)(117.6)(14.3)
8.6
1,495.9

Reconciliation of segment assets to consolidated total assets:
Segment assets, excluding goodwill . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,
2021
2020

$ 8,261.5
6,376.8
40.1$ 14,678.4$ 6,887.0
5,032.1
408.2$ 12,327.3

Other assets in both years were comprised primarily of corporate-held cash and cash equivalents on hand, alongwith other corporate identifiable assets.

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Net sales by geographic area for the years ended December 31, 2021, 2020 and 2019 and long-lived assets bygeographic area as of December 31 were as follows:
Net sales
United States . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . .
Other foreign locations . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . .
Long-lived assets(1)United States . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . .
Other foreign locations . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . .

2021

2020

2019

$ 3,155.9
3,044.4
4,676.0$ 10,876.3$ 2,494.0
2,597.5
3,507.4$ 8,598.9$ 2,524.7
2,306.4
3,394.3$ 8,225.4

$

$

$

362.1
451.7
606.4
$ 1,420.2

352.7
399.6
526.7
$ 1,279.0

355.0
343.1
497.6
$ 1,195.7(1) Long-lived assets included in this table are comprised of property, plant and equipment, net, and operating lease right-of-use
assets for all years presented.

Disaggregation of Net Sales
The following table shows 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 years
ended December 31, 2021, 2020 and 2019:

Net sales by:
Sales channel:
End customers and contract
manufacturers . . . . . . . . . . . . .
Distributors and resellers . . . . . .
Geography:
United States . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . .
Other foreign locations . . . . . . .

Interconnect Products
and Assemblies
2021
2020
2019

Cable Products
and Solutions
2021
2020
2019

Total Reportable
Business Segments
2021
2020
2019

$ 8,666.2
1,764.7$ 10,430.9$ 6,934.1
1,295.8$ 8,229.9$ 6,684.0
1,156.3$ 7,840.3$ 372.0
73.4$ 445.4$ 310.6
58.4$ 369.0$ 301.4
83.7$ 385.1$ 9,038.2
1,838.1$ 10,876.3$ 7,244.7
1,354.2$ 8,598.9$ 6,985.4
1,240.0$ 8,225.4$ 2,909.1
3,032.6
4,489.2$ 10,430.9$ 2,282.6
2,590.3
3,357.0$ 8,229.9$ 2,323.5
2,300.6
3,216.2$ 7,840.3$ 246.8
11.8
186.8$ 445.4$ 211.4
7.2
150.4$ 369.0$ 201.2
5.8
178.1$ 385.1$ 3,155.9
3,044.4
4,676.0$ 10,876.3$ 2,494.0
2,597.5
3,507.4$ 8,598.9$ 2,524.7
2,306.4
3,394.3$ 8,225.4

Net sales by geographic area are based on the customer location to which the product is shipped. No single
customer accounted for 10% or more of the Company’s net sales for the year ended December 31, 2021. During theyear ended December 31, 2020, aggregate sales to the Company’s largest customer accounted for approximately 11% of
the Company’s net sales. No single customer accounted for 10% or more of the Company’s net sales for the year ended
December 31, 2019. It is impracticable to disclose net sales by product or group of products. For further discussion
related to the Company’s policies surrounding revenue recognition, refer to Note 1 herein.
Note 15—Commitments and Contingencies
From time to time, the Company has been threatened with, or named as a defendant in, various legal or regulatory
actions in the ordinary course of business. 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 or regulatory 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 associatedwith defending itself are recorded to expense as incurred.
In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector
General (the “OIG”), requesting documents pertaining to certain products manufactured by the Company’s Military andAerospace Group that are purchased or used by the U.S. government. As of the date of this filing, the Company has
responded to several production requests from the OIG, with the most recent being completed during the third quarter of2021. This matter is ongoing and the Company continues to cooperate with the OIG on its requests. The Company iscurrently unable to estimate the timing or outcome of the matter.

91

From December 2019 through October 2020, the Company was named as one of several defendants in four separate
lawsuits filed in the State of Indiana. The lawsuits relate to a manufacturing site in Franklin, Indiana (the “Site”) where
the Company has been conducting an environmental clean-up effort under the direction of the United States
Environmental Protection Agency (the “EPA”). The Site was shut down in 1983, more than three years before theCompany acquired the Site as part of a larger acquisition that led to the establishment of the Company’s business in1987 (the “Acquisition”). In connection with the Acquisition, the Company agreed, and has continued, to work closelywith the EPA regarding the ongoing clean-up effort at the Site, subject to an indemnity from the seller (the “Seller”). In
1989, the Company sold the property where the Site is located. The lawsuits collectively seek, among other things,
compensation for personal injuries and for past, present and future medical expenses, compensation for loss of property
values near the Site and costs related to medical monitoring for individuals living close to the Site, in each case arisingfrom alleged exposure to hazardous chemicals. The Company denies any wrongdoing and is defending each of theabove described lawsuits. All the costs incurred relating to these lawsuits have been reimbursed by the Seller based on
the Seller’s indemnification obligations entered into in connection with the Acquisition (the “1987 Indemnification
Agreement”). In addition, the environmental investigation, remediation and monitoring activities undertaken by theCompany relating to the Site have been reimbursed under the 1987 Indemnification Agreement. As a result, theCompany does not believe that the costs associated with these lawsuits or the resolution of the related environmental
matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or
cash flows.
In March 2021, a non-material customer of the Company filed a formal request for arbitration against the Company
relating to a product sold to such customer that the customer alleges did not meet the agreed upon product specification.
The customer is pursuing breach of warranty claims against the Company, among other assertions, and is seeking
damages relating to its estimated costs of replacing the product. While the customer has claimed damages ofapproximately €90, the arbitrator will have discretion to determine the actual amount of damages as well as theapportionment of responsibility between the parties. The Company has denied that its product caused the damages, thatits product did not meet the agreed upon specifications and that the claimed damages are appropriate, and is vigorously
defending itself in the arbitration.
Certain operations of the Company are subject to environmental laws and regulations that govern the discharge ofpollutants 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.
The Company also has purchase obligations related to commitments to purchase certain goods and services. At
December 31, 2021, the Company had purchase commitments of $793.6 in 2022, $40.6 in 2023 and 2024, combined,
and $4.1 beyond 2024.
Note 16—Subsequent Events
New Reportable Business Segments
Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable businesssegments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems.
This new alignment replaces our historic reportable business segments. All businesses previously reported in theInterconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments.
All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our newly
formed Communications Solutions segment. This new alignment reinforces the Company’s entrepreneurial culture andthe clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’sbusiness for the future. The segment structure reflects the manner in which the Chief Operating Decision Maker(“CODM”), who is the Company’s Chief Executive Officer, regularly assesses information for decision-making
purposes, including the allocation of resources, effective January 1, 2022. In conjunction with the new alignment of ourbusiness, the Company appointed three new segment managers to lead their respective reportable business segments,
each reporting directly to the Company’s Chief Executive Officer.

92

The Company’s three new reportable business segments have been identified as:• Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures andmarkets a broad range of ruggedized interconnect products, including connectors and interconnect systems,
printed circuits and printed circuit assemblies and other products for use in the industrial, military,commercial aerospace, automotive, mobile networks and information technology and data communications
end markets.
• Communications Solutions – the Communications Solutions segment designs, manufactures and markets a
broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber
optic and other products, together with antennas, for use in the information technology and data
communications, mobile devices, industrial, mobile networks, broadband communications, automotive,commercial aerospace and military end markets.
• Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures andmarkets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems
used in the automotive, industrial, information technology and data communications, mobile networks,
military and commercial aerospace end markets.
The Company is in the process of completing the update of its internal reporting to accommodate this new reporting
segment structure. The Company will begin reporting its new reportable segments in connection with its Quarterly
Report on Form 10-Q for the quarterly period ending March 31, 2022, including the recasting of relevant prior year
period segment information for conformity of presentation.

93

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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, as definedin Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as ofDecember 31, 2021. These disclosure 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 isrecorded, 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 ourChief 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 theCompany’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2021.
There has been no change in our internal control over financial reporting during the Company’s most recent fiscal
quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Management Report on Internal Control
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external reporting purposes in accordance withaccounting principles generally accepted in the United States of America. Due to its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Management is responsible for establishing andmaintaining adequate internal control over financial reporting of Amphenol Corporation and its subsidiaries (the“Company”), as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with theparticipation of our management, including our principal executive officer and principal financial officer, the Company
conducted an evaluation of the effectiveness of the internal control over financial reporting based on criteria establishedin the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). Based on that evaluation, management concluded that the Company’s internal control
over financial reporting was effective as of December 31, 2021.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal
control over financial reporting as of December 31, 2021 in accordance with the standards of the Public Company
Accounting Oversight Board (PCAOB). Those standards require that Deloitte & Touche LLP plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Deloitte & Touche LLP has issued an attestation report on the Company’s internal control overfinancial reporting as of December 31, 2021, which is included in Item 8 of this Annual Report.
Item 9B. Other Information
Effective February 7, 2022, the Board approved and adopted the Company’s Fourth Amended and Restated By-laws(the “By-laws”), which amended the Company’s previously existing By-laws as described below.
The By-laws revise the deadline for advance notice of business and nominations for an annual meeting ofstockholders to generally not later than the close of business 90 days, nor earlier than the close of business 120 days,
prior to the one-year anniversary of the preceding year’s annual meeting. As a result of the amendments, forconsideration at the 2022 Annual Meeting of Stockholders, director nominations or the presentation of other businessmust be received by the Secretary of the Company no later than February 18, 2022. In addition, the amendments revise
the deadline in the By-laws for advance notice of director nominations for a special meeting of stockholders where
directors will be elected to generally not earlier than the close of business 120 days prior to such special meeting and notlater than the close of business 90 days prior to such special meeting, or, if later, the tenth day following publicannouncement of the special meeting.

94

The By-laws also revise the advance notice disclosure requirements to require the stockholder proposing business or
nominating directors or demanding a record date to request a special meeting, to provide additional information about
the stockholder’s ownership of securities in the Company (including ownership of derivative securities) and material
litigation, relationships and interests in material agreements with or involving the Company. Further, the By-laws
require the stockholder to provide additional information regarding any candidate the stockholder proposes to nominate
for election as a director, including all information with respect to such nominee that would be required to be set forth ina stockholder’s notice if such nominee were a stockholder delivering such notice and a description of any direct orindirect material interest in any material contract or agreement between or among the nominating stockholder and eachnominee or his or her respective associates. Additionally, the By-laws require any candidate for the Board, whether
nominated by a stockholder or the Board, to provide certain background information and representations regarding
disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines and intent
to serve the entire term. The By-laws also require the stockholder to provide additional information regarding the
proposed business and any related agreements between the stockholder and any other beneficial holder. All disclosures
must be updated as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten(10) business days prior to the meeting.
The amendments also added a forum selection provision, which provides that, unless the Company consents inwriting to the selection of another forum, (a) the Delaware Court of Chancery will be the sole and exclusive forum forthe following actions: (i) any derivative action or proceeding brought by or on behalf of the Company, (ii) any action
asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to theCompany or the Company’s stockholders, (iii) any action arising pursuant to any provision of the General Corporation
Law of the State of Delaware or the Company’s Certificate of Incorporation or By-laws, and (iv) any action asserting aclaim against the Company governed by the internal affairs doctrine, and (b) the federal district courts of the UnitedStates of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action
arising under the Securities Act of 1933, as amended. Additionally, the amendments include language pursuant to whichstockholders are deemed to have consented to personal jurisdiction in the Delaware Court of Chancery and to service ofprocess on their counsel in any action initiated in violation of the forum selection provision.
The amendments also clarify (i) the majority election standard for director nominees, (ii) that the Board shalldetermine the size of the Board and (iii) the timing for a stockholder to request a record date to act by written consent
and for such record date to be set. The amendments include certain technical, conforming, modernizing and clarifying
changes to the By-laws. The foregoing description of the amendments is qualified in its entirety by reference to the fulltext of the By-laws, a copy of which is attached as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated
herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

95PART IIIThe Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under
the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, 2021, and certain
information included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate GovernancePursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Directors of theRegistrant is incorporated herein by reference to the Proxy Statement.
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to the Executive
Officers of the Registrant is incorporated herein by reference to the Proxy Statement.
To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section
16(a) Reports” in the Proxy Statement and is incorporated herein by reference to the Proxy Statement.
The Company’s Code of Business Conduct and Ethics, which is applicable to all directors, officers and employeesof the Company, including the principal executive officer, principal financial officer and principal accounting officer, isavailable on the Company’s website at www.amphenol.com. The Company intends to post amendments to or waivers
from its Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer,
principal financial officer, principal accounting officer or persons performing similar functions) on its website. In
addition, a current copy may be requested by writing to the Company’s World Headquarters at:
358 Hall Avenue
P.O. Box 5030
Wallingford, CT 06492
Attention: Investor Relations
Item 11. Executive Compensation
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 11 is incorporated herein by reference
to the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 12 is incorporated herein by reference
to the Proxy Statement, other than the “Equity Compensation Plan Information” provided below.
Equity Compensation Plan Information
The following table summarizes the Company’s equity compensation plan information as of December 31, 2021:

Plan category

Equity compensation plans approved by security holders. . .
Equity compensation plans not approved by security
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity Compensation Plan Information
Number of securities to Weighted average
Number of securities
be issued upon exercise
exercise price ofremaining available forof outstanding options, outstanding options,future issuance underwarrants and rights
warrants and rights equity compensation plans

65,321,809 $

42.01

68,696,960—
65,321,809 $

—
42.01

—
68,696,960

Item 13. Certain Relationships and Related Transactions, and Director Independence
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 13 is incorporated herein by reference
to the Proxy Statement.
Item 14. Principal Accountant Fees and Services
Pursuant to Instruction G(3) to Form 10-K, the information required by Item 14 is incorporated herein by reference
to the Proxy Statement.

96

PART IV
Item 15. Exhibit and Financial Statement Schedules(a)(1) Consolidated Financial Statements
Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34). . . . . . . . . . . . . . . . . . . . . . . . .

49

Consolidated Statements of Income—Years Ended December 31, 2021, 2020 and 2019. . . . . . . . . . . . . . . . . . .

51

Consolidated Statements of Comprehensive Income—Years Ended December 31, 2021, 2020 and 2019 . . . . .

52

Consolidated Balance Sheets—December 31, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

Consolidated Statements of Changes in Equity—Years Ended December 31, 2021, 2020 and 2019 . . . . . . . . .

54

Consolidated Statements of Cash Flow—Years Ended December 31, 2021, 2020 and 2019 . . . . . . . . . . . . . . . .

55

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56

Management Report on Internal Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2021
Schedule
II—Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019 . . . . . . . . . . .

100

Schedules other than the above have been omitted because they are either not applicable or the required information
has been included in the Consolidated Financial Statements or the notes thereto.
(a)(3) Listing of Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8

Restated Certificate of Incorporation of Amphenol Corporation, dated May 19, 2021 (filed as Exhibit 3.1 to theJune 30, 2021 10-Q).*
Amphenol Corporation, Fourth Amended and Restated By-laws dated February 7, 2022.**
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).*
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).*
Indenture, dated as of May 4, 2020, 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 May 5, 2020).*
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).*
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).*
Officer’s Certificate, dated September 10, 2019, establishing the 2.800% Senior Notes due 2030 pursuant to the
Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 10, 2019).*
Officer’s Certificate, dated February 20, 2020, establishing the 2.050% Senior Notes due 2025 pursuant to the
Indenture (filed as Exhibit 4.2 to the Form 8-K filed on February 20, 2020).*
Officer’s Certificate, dated September 14, 2021, establishing the 2.200% Senior Notes due 2031 pursuant to the
Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 14, 2021).*

97

4.9
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of1934.**
Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol andSubsidiaries (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2021
Annual Meeting of Stockholders, filed on April 12, 2021).†*
Form of 2017 Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed on May 19, 2017).†*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).†*The First Amendment to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol andSubsidiaries (filed as Exhibit 10.2 to the Form 8-K filed on May 23, 2014).†*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).†*
Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to theJune 30, 2009 10-Q).†*
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).†*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).†*
Second Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restatedeffective January 1, 2016, dated October 1, 2016 (filed as Exhibit 10.8 to the December 31, 2016 10-K).†*
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).†*
Fourth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restatedeffective January 1, 2016, dated May 2, 2017 (filed as Exhibit 10.12 to the June 30, 2017 10-Q).†*
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).†*
Sixth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective
January 1, 2016, dated October 4, 2019 (filed as Exhibit 10.13 to the December 31, 2019 10-K).†*
Seventh Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restatedeffective January 1, 2016, dated December 2, 2019 (filed as Exhibit 10.14 to the December 31, 2019 10-K).†*
Eighth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restatedeffective January 1, 2016, dated December 9, 2021.†**
Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as
Exhibit 10.24 to the December 31, 2008 10-K).†*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).†*
Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31,
1997 10-K).†*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).†*
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).†*
2022 Amphenol Corporation Management Incentive Plan.†**Second Amended and Restated Credit Agreement, dated November 30, 2021, 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 December 10, 2021).*
The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restatedeffective January 1, 2019, dated December 21, 2018 (filed as Exhibit 10.25 to the December 31, 2018 10-K).†*
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
January 1, 2020, dated December 23, 2019 (filed as Exhibit 10.26 to the December 31, 2019 10-K).†*
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
January 1, 2021, dated October 8, 2020 (filed as Exhibit 10.24 to the December 31, 2020 10-K).†*
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
March 1, 2021, dated February 22, 2021 (filed as Exhibit 10.25 to the March 31, 2021 10-Q).†*
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
November 29, 2021, dated November 12, 2021.†**
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
January 1, 2022, dated November 17, 2021.†**
Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30
to the September 30, 2011 10-Q).†*

98

Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as
Exhibit 10.34 to the December 31, 2011 10-K).†*
10.31
Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as
Exhibit 10.28 to the December 31, 2018 10-K).†*
10.32
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).*
10.33
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), andBarclays Bank PLC and Commerzbank Aktiengesellschaft (as Original Dealers) (filed as Exhibit 10.1 to theForm 8-K filed on July 11, 2018).*
10.34
Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to theDecember 31, 2016 10-K).†*
21.1
Subsidiaries of the Company.**
23.1
Consent of Deloitte & Touche LLP.**
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 Inline XBRL Instance 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 Inline XBRL Taxonomy Extension Schema Document.**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document(included in Exhibit 101).**
10.30

†

Management contract or compensatory plan or arrangement.
*
Incorporated herein by reference as stated.
** Filed herewith.
*** Furnished herewith.

Item 16. Form 10-K Summary
Not applicable.

99

SCHEDULE IIAMPHENOL CORPORATION AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2021, 2020 and 2019
(Dollars in millions)

Allowance for doubtful accounts:
Year ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance on deferred tax assets:
Year ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100

Balance at
beginningof period

Charged tocost andexpenses

Additions(Deductions)

Balance at
end ofperiod

$

44.8
33.6
33.5

$

1.5
8.5
1.2

$

(2.8) $
2.7
(1.1)

43.5
44.8
33.6

$

40.1
35.2
34.7

$

6.3
3.8
0.2

$

(1.5) $
1.1
0.3

44.9
40.1
35.2

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford,
State of Connecticut on the 9th day of February, 2022.
AMPHENOL CORPORATION

R. Adam Norwitt
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature

Title

Date

/s/ R. Adam Norwitt
R. Adam Norwitt

President, Chief Executive Officer and Director(Principal Executive Officer)

February 9, 2022

/s/ Craig A. Lampo
Craig A. Lampo

Senior Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting
Officer)

February 9, 2022

/s/ Martin H. Loeffler
Martin H. Loeffler

Chairman of the Board of Directors

February 9, 2022/s/ David P. Falck
David P. Falck

Presiding Director

February 9, 2022

/s/ Nancy A. Altobello
Nancy A. Altobello

Director

February 9, 2022

/s/ Stanley L. Clark
Stanley L. Clark

Director

February 9, 2022

/s/ John D. Craig
John D. Craig

Director

February 9, 2022

/s/ Edward G. Jepsen
Edward G. Jepsen

Director

February 9, 2022

/s/ Rita S. Lane
Rita S. Lane

Director

February 9, 2022

/s/ Robert A. Livingston
Robert A. Livingston

Director

February 9, 2022

/s/ Anne Clarke Wolff
Anne Clarke Wolff

Director

February 9, 2022101

Directors

Executive Leadership

Martin H. Loeffler
ChairmanR. Adam Norwitt
President andChief Executive Officer

Linda ChanVice President,
Information Technology

Craig A. Lampo
Senior Vice President andChief Financial Officer

Stephen B. DorroughVice President,
Deputy General Counsel andAssistant Secretary

David P. Falck
Presiding Director
R. Adam Norwitt
President andChief Executive Officer
Nancy Altobello
Stanley L. Clark
John D. Craig
Edward G. Jepsen
Rita S. Lane
Robert A. Livingston
Anne Clarke Wolff

Lance E. D’Amico
Senior Vice President,
Secretary and General Counsel
William J. Doherty
President,
Communications
Solutions Division

Patrick J. Gillard
Vice President,
Business Development

Julie Hoben
Vice President,
Environmental, Health,
Safety and Sustainability

Jean-Luc Gavelle
President,Interconnect andSensor Systems Division

Michael R. Ivas
Vice President,
Corporate ControllerDavid M. Silverman
Senior Vice President,
Human Resources

Pedro T. Lay
Vice President,Internal Audit

Luc Walter
President,
Harsh Environment
Solutions Division

Lily Mao
Vice President,
Human Resources

Martin W. Booker
Vice President
Dietrich Ehrmanntraut
Vice President
Richard Gu
Vice President
Sherri Scribner
Vice President,
Strategy and Investor Relations

World Headquarters
358 Hall Avenue
Wallingford, CT 06492
Phone: (203) 265-8900

Mark C. TurnerVice President,
Treasurer
Gary C. Voccio
Vice President,
TaxStockholder Information
World Headquarters

358 Hall Avenue
P.O. Box 5030
Wallingford, CT 06492(203) 265-8900
www.amphenol.com

Stock Listing

New York Stock Exchange
Symbol: APH

Registrar and Transfer Agent for Common Stock
Computershare Trust Company, N.A.
P.O. Box 505000
Louisville, KY 40233-5000
Stockholder Inquiries: (877) 282-1168
https://www.computershare.com/investor

Annual Meeting

See Proxy material for time and location.

Independent Registered Public
Accounting Firm
Deloitte & Touche LLP
185 Asylum Street
Hartford, CT 06103(860) 725-3000

Certifications
The most recent certifications by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 were filed as exhibits 31.1 and 31.2 to the Form 10-K for the year ended December 31, 2021.
The most recent certifications by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 were furnished as exhibits 32.1 and 32.2 to
the Form 10-K for the year ended December 31, 2021. In addition to these certifications, exhibits 3.2, 4.9, 10.15, 10.21, 10.27,
10.28, 21.1 and 23.1 were filed with the Company’s Form 10-K, but have been omitted from this report. The Company has also
filed with the New York Stock Exchange the most recent Annual CEO Certification as required by Section 303A.12(a) of the
New York Stock Exchange Listed Company Manual.

The Amphenol management team is committed
to creating sustained, long-term value
for our customers, employees, shareholders
and communities.

Amphenol Corporation
World Headquarters
358 Hall Avenue
Wallingford, CT 06492(203) 265-8900
www.amphenol.com