Enabling the Electronics Revolution

2023
ANNUALREPORT

About Amphenol
Amphenol is one of the world’s largest providers of high-technology interconnect, sensor and antenna solutions. Our products Enable
the Electronics Revolution across virtually every end market, including Automotive, Broadband Communications, Commercial Aerospace,
Defense, Industrial, Information Technology and Data Communications, Mobile Devices and Mobile Networks. Headquartered in
Wallingford, Connecticut USA, Amphenol had approximately 95,000 talented and driven employees worldwide at the end of 2023.

How We Create ValueHigh Performance Culture

Balanced End Market Exposure

COST CONTROL
relentless costmanagement
ENTREPRENEURIAL
approximately 130
GMs worldwide

Broadband
4%

Automotive
23%

MobileNetworks
4%

AGILE & FLEXIBLE
quick response tochanging markets

IT Datacom
19%

Global Presence and Reach

Mobile Devices
10%

SHORTER
CYCLE

Disciplined Acquisition Strategy
More than 50 companies
acquired in the last 10 years

Asia
38%

Sales inapproximately
70 countries
across six
continents
Europe20%

LONGER
CYCLE

Defense11%

NO EXCUSES
clear accountability
for results

North America
39%

Industrial
25%

Commercial
Aerospace4%• 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
$250
$200
$150
$100
$50

2018

Amphenol Corporation

2019

2020

2021

2022

Dow Jones U.S. Electrical Components & Equipment Index

2023
S&P 500 Index

The graph compares the cumulative total
shareholder return of Amphenol over a
period of five years ending December 31,
2023 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 the common stock ofAmphenol and each index on December 31,
2018, reflects reinvested dividends, and isweighted on a market capitalization basis asof the beginning of each year. Each reported
data point represents the last trading day ofeach calendar year. The comparisons in thegraph are based upon historical data and are
not indicative of, nor intended to forecast,future performance.

2023 Financial Highlights
For the Years Ended December 31

2023

2022

2021

Net sales$12,555$12,623$10,876

Operating income$2,560$2,586$2,105

Net income from continuing operations attributable to stockholders$1,928$1,902$1,569Diluted earnings from continuing operations per common share (GAAP)

$3.11

$3.06

$2.51

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

$3.01

$3.00

$2.48

Cash flow provided by operating activities from continuing operations (GAAP)$2,529$2,175$1,524

Free cash flow (non-GAAP)$2,160$1,796$1,167

Dividends declared per common share

$0.85

$0.81

$0.635In millions, except per share data

Sales

$12.6B

Adjusted
Operating Margin

20.7%

Adjusted
Diluted EPS

Free Cash Flow

$2.2B

$3.01

2,160

$3.00 $3.01
20.7% 20.7%

12,623 12,555
10,876

8,225

8,599

2019 2020 2021 2022 2023
$ In Millions

20.0%
19.2%

2019 2020 2021 2022 2023

1,796

$2.48

20.0%

$1.87 $1.87

2019 2020 2021 2022 2023

1,215

1,328
1,167

2019 2020 2021 2022 2023
$ In Millions

Financial Highlights are based on continuing operations only and exclude results associated with discontinued operations. Refer toPage 10 herein and 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 Report for further discussion of the definitions of non-GAAP financial measures and reconciliations of
non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

2023 ANNUAL REPORT 1

Enabling the Electronics Revolution
Our products help to support and accelerate
the electrification trend.

2 AMPHENOL CORPORATION

Dear Fellow Shareholders:traditional technology markets. Amidst all of these
dynamic revolutions, the one constant has been theimportance of interconnect products in enabling these
new technologies. As we have continued to expand thebreadth of our interconnect offering, we have been at theforefront of these revolutions.

Amphenol continued to deliver robust performance in
2023, with strong profitability and record cash flow
generation despite an overall challenging demandenvironment. Even with our revenues down slightly fromprior year and down 3% organically, we were able tosustain our industry-leading Adjusted Operating Margin,
which once again reached 20.7%, and also deliver record
free cash flow of $2.2 billion. The Company’s strong
financial performance was a direct result of Amphenol’s
unique entrepreneurial culture, which manifests mostclearly in our organization’s ability to deliver industryleading performance regardless of the market environment.
I am once again truly grateful to every one of ourapproximately 95,000 employees around the world
for their dedication and contributions to Amphenol’s
ongoing success.
Last year marked my 15th year as CEO of Amphenol
and my 25th year with the Company. During my tenure,
I have witnessed a number of economic cycles as well
as a multitude of revolutions in the electronics industry.
These have included the dramatic growth of the internet,
the proliferation of mobile devices, the expansion ofcloud computing, the transition to electric vehicles andthe broadening of electronics to new industries beyond

We are today living through a unique moment, one
in which the world is experiencing two generational
revolutions that are driving significant changes in ourmarkets: artificial intelligence (AI) and decarbonization.
Both of these trends have been building for many years,
but have only recently begun to truly accelerate. While thetechnology underlying AI is not new, the commercializationof generative AI has prompted many of our customers
to accelerate their investments in the data centers thatpower this unique and exciting technology. Although
the future trajectory of AI remains unclear, there is noquestion that this exciting, revolutionary and interconnectintensive technology will create long-reaching value forindividuals, companies and institutions around the world.
We are proud to be a leader in the high-speed and powerinterconnect products behind these AI systems. Our
products are driving connectivity at the fastest speedswith the lowest latency, while enabling the most efficientconsumption of power, thereby enabling the efficiency ofmachine learning and AI processing.
Similarly, individuals, companies and nations aroundthe world are accelerating their efforts to reducecarbon emissions to slow down and mitigate theeffects of climate change. These decarbonization
initiatives require a broad array of advanced technology

Our high-speed, low-latency interconnect solutions areenabling artificial intelligence.

2023 ANNUAL REPORT 3

throughout the entire energy cycle — beginning withthe clean generation of energy, through the safeand effective distribution and storage of energy, andfollowed ultimately by the usage of clean energy to
power cars, heavy vehicles, trains, houses and manyother applications. None of this can happen withouthigh-technology power interconnect products madeby Amphenol. We sit at the epicenter of these twogenerational trends, helping to enable both AI anddecarbonization, as well as myriad other revolutions
occurring across the electronics industry. Our ability
to capitalize on these and many other trends willcontinue to support the Company’s growth long into
the future.
Delivering Sustained Shareholder Value in Any Environment
The core of Amphenol’s long-term success is our
high-performance entrepreneurial culture, which endows
our approximately 130 General Managers around theworld with clear ownership and accountability for theirrespective performance. This culture has enabled us toadapt and excel in good times and bad, regardless of thedirection of the electronics revolution or the dynamics
in the world economy. In addition, our unique culture
has driven the continuation of our sustained, long-term
outperformance versus our industry. Indeed, over the
past ten years we have grown our sales and Adjusted
Diluted EPS at a compound annual rate of 11% and 12%,
respectively, well above the market.
The benefits of the Amphenol model were especiallyclear in 2023, a challenging year in which significant
declines in our communications-related markets were
almost entirely offset by strong growth in many of ourlonger cycle markets. Each of our entrepreneurial General
Managers adapted and adjusted their operations tocustomer demand, thereby enabling Amphenol to deliver
impressive results.
• Sales of $12.6 billion declined from prior year by lessthan 1% as reported and 3% organically;• Adjusted Diluted EPS was up slightly, reaching arecord $3.01;• Operating and Free Cash Flow were a record$2.5 billion and $2.2 billion, respectively;• We put our cash to work acquiring 10 outstanding
new companies for a combined purchase price ofapproximately $1 billion, while returning nearly$1.1 billion to our shareholders through our dividend
and stock buyback programs; and• In January 2024 we signed a definitive agreement
to acquire Carlisle Interconnect Technologies for$2.0 billion.

4 AMPHENOL CORPORATION

Our Values
Amphenol’s high-performance culture is united by ourshared 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.

How We Create Value
A key hallmark of Amphenol’s agile and flexible
entrepreneurial culture is our ability to capitalize on
growth opportunities in the dynamic global electronics
market regardless of where they may appear. Because
our General Managers are close to their customers, they
can react in real time to customer needs, quickly solving
customers’ problems with our interconnect solutions,regardless of the market environment and typically fasterthan our competition. In addition, the deep industry
expertise of our General Managers, garnered over yearsof experience in our company, allows us to develop
industry-leading technology solutions that are tailored tothe specific applications of our customers. This helps todrive share gains while expanding our market potential.
At the same time, our culture creates clear accountability
for performance, which has driven Amphenol’s sustained
long-term returns and ultimately enables us to create
consistent and superior value for our shareholders.

Our culture creates clear accountability for performance.
Our technology and end market diversification also helps
us to mitigate risk in our business. Amphenol’s balanced
and diversified end market exposure helps insulate theCompany from the volatility in any individual market, which
was particularly important in 2023. During the year, ourshorter-cycle communications-focused end markets —Broadband, IT Datacom, Mobile Devices and Mobile
Networks — experienced meaningful declines as demand
moderated following the rapid build-out of datacenterand mobile networks capacity during the pandemic. At
the same time, most of our longer-cycle end markets —Automotive, Commercial Aerospace and Defense —experienced robust growth. Our balanced end market
exposure helped us to sustain our performance in 2023,
with declines in half of our markets being largely offset by
growth in our other end markets.
The strength of our business is also supported by our
global presence and reach. We operate approximately

280 manufacturing facilities across approximately
40 countries. This geographic diversity keeps us close to
our customers and allows us to adapt our manufacturing
footprint to the changing needs and demands of themarket. At the same time, the breadth of our global
footprint limits our risk of overexposure to any specificgeography or country, a critical asset in today’s dynamic
geopolitical environment. In 2023, we continued to
expand our geographic footprint, with new or expandedfacilities in Southeast and South Asia, Eastern Europe,
North Africa and the Americas.
Investing to Support Future Growth
Our consistently strong cash generation has enabled us
to continually invest to support the Company’s long-term
growth and value-creation. Our ability to create sustained
cash flow and use that cash towards investments thatdrive the long-term success of our business has created avirtuous cycle where these investments grow and deliver
enhanced value and incremental cash flow for Amphenol
which can then be further invested for the future. In 2023,
we returned nearly $1.1 billion to shareholders throughour dividend and buyback programs. We also made capital
investments of approximately $370 million in organic
technology development and capacity expansions to support
future growth, including new products for advanced highspeed interconnect, active fiber optic interconnect, leadingedge harsh environment interconnect, next-generation
power products, radio frequency technology and value-add
sensor systems. In addition, we continued to invest in our
manufacturing footprint to support our customers wherever
they want to be, with new investments made in virtually
every region of the world. Finally, we continued to deploy
our cash towards our long-term and successful acquisition
program. In fact, we added ten new companies to theAmphenol family during 2023 and, in early 2024, announcedplans to acquire Carlisle’s Interconnect Technologies
business for $2.0 billion, our largest acquisition ever.
Our acquisition program has consistently created value forAmphenol because we remain disciplined in choosing greatcompanies while always striving to pay fair valuations.
In addition, because of our entrepreneurial structure,

In September 2023, we acquired power interconnect
solutions provider Connor Manufacturing.
2023 ANNUAL REPORT 5

we can bring these new family members into Amphenol
with their people, processes, technologies, brands andcustomers intact, limiting the risk of disruption that is socommon with acquisitions. As evidenced by our long-term
performance, our investment in acquisitions has createdgreat long-term value for Amphenol. In 2023, we acquiredten companies: Control Measure Regulation Group (CMR),
RFS, TPC Wire & Cable, Connor Manufacturing
Services, Airmar Technology, PCTEL, LID Technologies,
Q Microwave, EBY Electro and XMA Corporation. The
largest of these acquisitions was TPC Wire & Cable, avalue-add provider of harsh environment cable and cable
assemblies for the industrial markets. We also acquired
Connor, a global manufacturer of power interconnect
products including high-voltage busbars for the automotive
and industrial markets, and PCTEL, a global leader in theengineering and manufacturing of antennas and wirelesstechnology. In the sensor market, we acquired Airmar, aglobal leader in ultrasonic sensors and sensor systems formarine and other industrial applications, as well as LID, a
supplier of pressure sensor products for the industrial andautomotive markets. We further enhanced our solutions inour defense and industrial markets with the acquisitions of
Q Microwave and XMA, both designers and manufacturersof mission-critical radio frequency components for the
defense markets, as well as EBY, a designer of terminal
block interconnect products to the industrial market.
Finally, we enhanced our position in the mobile networks
market with the acquisition of RFS and CMR expanded ourcapabilities in the heavy-equipment vehicle market. These
new family members bring complementary capabilities
to our customers across many of our end markets andstrengthen our global organization by adding outstanding,entrepreneurial management teams to Amphenol.

In December 2023, we acquired Airmar, a global leader insensor solutions for the marine markets.

6 AMPHENOL CORPORATIONWe closed the year with 95,000 Amphenolians worldwide.

Ensuring Our Long-term Success is Sustainable
We have maintained our long-term success by ensuring
we can continue to scale our unique entrepreneurial
business model. It has now been more than two years
since we evolved our organization with the formation of
our three global Divisions; the success of that evolution
has been clearly reflected in our superior performance.
The creation of these Divisions has enabled expanded
opportunities for collaboration, communication anddevelopment across our organization, all of which
help support our General Managers, while maintaining
their autonomy and accountability. The realignment
has also enabled the Company to further growand scale our business, in particular through ouracquisition program.
Our success has also been driven by our focus onproviding innovative solutions to our customers andultimately, the people who consume their products. Thisfocus on people remains a key hallmark of Amphenol
and influences all of our decisions. We devote significant
energy towards our people by providing opportunities forthem to develop their talents, learn new skills and improvetheir performance. We also understand that supporting
our communities and protecting the environment is
critical to our long-term success. Our manufacturing
facilities around the world are deeply rooted in their local
communities, with management teams and workforcesthat are drawn from the surrounding communities. These
teams are empowered to make decisions about how
best to support and improve their local environments,
with many of these activities highlighted in our annual
Sustainability Report.

Significant Opportunities Remain Ahead
The Electronics Revolution continues to accelerate acrossall of our end markets, with new products being developedthat change the way people and organizations work, live
and play. What these new products have in common is
the need for a broad array of interconnect solutions. This
creates exciting new opportunities for Amphenol acrossour diverse range of products including connectors,
cable assemblies, antennas and sensors. We remain well
positioned to capitalize on these opportunities and thelong-term growth trends in our market which include:• Clean and Efficient: Environmentally friendly and more
power efficient• Connected and Mobile: Always on and available
anywhere• High Speed: Increased bandwidth, low latency,
5G capable and beyond• Increased Complexity: Multiple connections,interconnect, sensors and antennas• Harsh Environment: Ruggedized for extreme vibration,
temperature and pressure
I am truly excited about Amphenol’s position as we enter
2024. In my more than 25-year tenure at Amphenol
I have rarely seen such a multitude of opportunities

across our marketplace. Most importantly, our driven,
entrepreneurial team remains poised to capitalize on
these many opportunities and those that may arise in the
future. We will do this by leveraging our unique culture,technology innovation, customer focus and drive to win.
At the same time, we will continue to foster a mindsetof accountability, ownership and long-term sustainable
performance down to every level of our organization.
I am confident that this team of approximately 95,000
exceptional Amphenolians will continue to outperform
while creating significant value for our customers,
employees and shareholders for many years to come.

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 Operating Margin, Adjusted Diluted EPS and Free Cash Flow, as well asreconciliations to their most directly comparable U.S. GAAP financial measures.

Key Trends Driving Long-Term Growth

Clean &
Efficient

Connected& Mobile

High
Speed

Increased
Complexity

Harsh
Environment

2023 ANNUAL REPORT 7

Enabling Electronics 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 enable growth in unmanned aerial vehicles, newairplane technologies, space exploration, vertical farming,
advanced medical equipment, electric vehicles, clean
energy solutions, cloud computing, artificial intelligence,
5G networks, rural broadband rollouts, the Internet ofThings and wearable devices, just to name a few.

production. In the medical markets, our high-reliability
solutions are also helping support new healthcare
advances. Amphenol’s innovative sensor solutions are used
in a wide range of medical applications including patientmonitoring, respiratory care, medical instrumentation andsurgical assemblies.

Defense and Commercial Aerospace
New technology advances across the defense
and commercial aerospace markets are providing
increased opportunities for growth. As theleading provider of interconnect systems to the defense
market, Amphenol is benefiting from new opportunities
in unmanned aerial vehicle systems, advanced aircraft
designs and ruggedized surveillance and communications
solutions. In other new applications like high-speed
avionics, Amphenol’s product portfolio is perfectly
suited for the high-speed, high-density demands offlight control systems, both in military and commercial
aircraft. Our products also enable the next generationof space exploration, including commercial spaceand development.

Automotive
Amphenol’s interconnect and sensor solutions
for passenger vehicles help keep passengers
comfortable and safe, while providing lighting,connectivity, power and entertainment inside and outside
the vehicle. Our advanced technology solutions forhybrid and electric vehicles, as well as our electrification
applications in the industrial markets, are also helping to
reduce emissions and support a cleaner environment. Our
e-mobility portfolio combines the best of our interconnect,
sensor, busbar and value-add cable assembly solutions.
These products support customers across a wide variety of
applications including the passenger and light vehicle, gridand local auxiliary storage and heavy equipment markets.
From designing flex and sensor harnesses on the battery
pack, to interconnect across vehicle systems, we focus onproviding safety features, robust materials and innovative
designs across a broad array of solutions.

Industrial
In the industrial market, Amphenol’sinterconnect and sensor solutions are used inhigh-power and high-reliability applications
to enable new technologies including alternative andtraditional energy generation, electrified heavy equipment
and factory automation. Our products are also used inharsh environments to enable oil and gas, marine andlighting applications. In new technologies like vertical
farming, our products help promote more efficient crop
8 AMPHENOL CORPORATION

Beyond vehicles, our products also support charging
infrastructure. We offer charging inlets, connectors andcable assemblies. Many of our infrastructure products
offer safety features like locking mechanisms for the
charging connectors and liquid-cooled solutions toprevent overheating. Our unique offerings in all ofthese areas help create safer, more efficient and cleaner
products for our customers.

remote surgery applications create new opportunities
for interconnect solutions. Across a broad range ofother industries, the continued proliferation of smart
city infrastructures, artificial intelligence, virtual training,real-time health monitoring and the growth in Internet ofThings devices will all be further enabled by 5G.

Information Technology and Data Communications
Amphenol is a world leader in providing
high-speed connectors and interconnect
assemblies for a wide range of industries thatenable the backbone of today’s internet. Our customers
range from cloud and data center providers to traditional
hardware manufacturers, all of whom are demanding thehighest performance possible. In addition, Amphenol’sinterconnect and power solutions are supporting the
growth in artificial intelligence and machine learning
applications, which are using highly connected processing
systems that require the fastest interconnect speeds withthe lowest latency. With products that support all aspectsof the modern data center, our industry-leading high-speed
and power products play a critical role in enabling thecontinued expansion of bandwidth.

Mobile Devices
Our solutions for mobile devices are designed toenable a wide array of smart phones and othermobile computing devices. Our solutions also
support wearable devices that are helping keep people
connected, safe and healthy, with new applications
for medical wearable devices expected to drive new
growth opportunities in this market. As mobile device
applications shift beyond personal computing, newapplications for these devices used in passenger vehicles,
factory floors and medical offices offer future areasof growth.

Mobile Networks and Broadband
The move to 5G wireless networks createssignificant growth opportunities acrossvirtually 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, cableand antenna solutions help increase the performance,
availability and reliability of wireless communication
networks throughout the world.
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
a significant growth opportunity. In the automotive
market, 5G will enable new technologies like connectedvehicles and autonomous driving. In the medical market,

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.
2023 ANNUAL REPORT 9

Additional Financial Data

(dollars and shares in millions, except per share data)
Net sales by reportable business segment:
Harsh Environment Solutions
Communications Solutions
Interconnect and Sensor Systems2023

As of and for the Year Ended December 31,
2022
2021
2020

2019

$ 3,530.8
4,912.8
4,111.1$12,554.7$ 3,107.2
5,652.4
3,863.4$12,623.0$ 2,752.2
4,832.1
3,292.0$10,876.3$2,286.0
4,056.2
2,256.7$8,598.9$2,249.4
3,678.5
2,297.5$8,225.4$ 4,405.4
8,149.3$12,554.7$ 4,155.2
8,467.8$12,623.0$ 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

Operating income
Operating margin
Net income from continuing operations attributable to Amphenol Corporation
Net income from continuing operations per common share–diluted
Weighted average common shares outstanding-diluted
Backlog$ 2,559.6(1)20.4%(1)$ 1,928.0(1)$3.11(1)620.6$ 4,040.9$ 2,585.8(2)20.5%(2)$ 1,902.3(2)$3.06(2)621.0$ 4,079.4$ 2,105.1(3)19.4%(3)$ 1,569.4(3)$2.51(3)625.5$ 3,809.1$1,638.4(4)19.1%(4)$1,203.4(4)$ 1.96(4)615.0$2,380.4$1,619.2(5)19.7%(5)$1,155.0(5)$ 1.88(5)615.9$1,978.0

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

$ 1,660.2$ 4,337.3$ 1,434.2$ 4,577.7$ 1,241.4$ 4,799.9$1,738.1$3,866.5$ 908.6$3,606.7

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)$ 2,528.7(372.8)4.0$ 2,159.9$ 2,174.6(383.8)
5.6$ 1,796.4$ 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

70
4.2X
3.4X
9.5X
90,486
598.9

73
4.2X
3.3X
10.5X
91,253
594.8

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
73,844595.7

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

All data in the table above and footnotes below are on a continuing operations basis only and exclude results associated with discontinued operations.
(1) 2023 operating income (GAAP) includes acquisition-related expenses of $34.6, comprised primarily of external transaction costs, along with the amortization
related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023. 2023 net income from continuing operations
attributable to Amphenol Corporation and net income from continuing operations per common share–diluted (GAAP) include (a) excess tax benefits of $82.4($0.13 per share) related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 ($0.01 per share) associated with a bargain
purchase acquisition that closed in the second quarter of 2023, partially offset by (c) the aforementioned acquisition-related expenses of $34.6 ($30.2 after-tax, or$0.05 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 $2,594.2, 20.7%, $1,870.4 and $3.01, respectively, for the year ended December 31, 2023.
(2) 2022 operating income (GAAP) includes acquisition-related expenses of $21.5, comprised primarily of the amortization related to the value associated withacquired backlog resulting from the two acquisitions that closed in 2022, along with external transaction costs. 2022 net income from continuing operations
attributable to Amphenol Corporation and net income from continuing operations per common share–diluted (GAAP) include excess tax benefits of $56.0($0.09 per share) related to stock-based compensation resulting from stock option exercises, partially offset by the aforementioned acquisition-related expenses of$21.5 ($18.4 after-tax, or $0.03 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 $2,607.3, 20.7%,$1,864.7 and $3.00, respectively, for the year ended December 31, 2022.
(3) 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) include(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 benefitof $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
acquisition-related expenses of $70.4 ($57.3 after-tax, or $0.09 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 $2,175.5, 20.0%, $1,548.4 and $2.48, respectively, for the year ended December 31, 2021.
(4) 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 from continuing operations attributable to Amphenol Corporation and net income from continuing operations
per common share–diluted (GAAP) include (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). Excludingthese 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 theyear ended December 31, 2020.
(5) 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 from continuing operations attributable
to Amphenol Corporation and net income from continuing operations per common share–diluted (GAAP) include (a) excess tax benefits of $38.1 ($0.06
per share) related to stock-based compensation resulting from stock 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) refinancing-related 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.
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, 2023, 2022 and 2021, 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, 2023, 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 EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2023
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 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 classClass A Common Stock, $0.001 par value

Trading Symbol(s)APHName of each exchange on which registered
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 Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 growthcompany” 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 with any
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 firm that preparedor issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 
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, 2023, the aggregate market value of Amphenol Corporation Class A Common Stock (based upon the closing price of such stock on the
New York Stock Exchange) held by non-affiliates was approximately $44,189 million.
As of January 31, 2024, the total number of shares outstanding of Registrant’s Class A Common Stock was 599,854,853.
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 covered bythis report, are incorporated by reference into Part III hereof.

INDEX

Page

PART I
Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reportable Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customers and Geographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Backlog and Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental, Social and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sustainability Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Human Capital Management and Our Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2
2
2
4
5
7
7
8
8
9
9
9
9
10
10
10
11
12
12
21
22
23
23
23

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . .

24
25
26
46
48
48
50
51
52
53
54
55
92
92
92
92

Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.

Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.

93
93

Item 13.
Item 14.

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV
Item 15.
Item 16.

Exhibit and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95
97

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99

1

93
94
94

Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (“Annual Report”) includes forward-looking statements within the meaning of thePrivate 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 (the “Exchange Act”). 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 the Company’s
expected business and financial performance and financial condition, among other matters, may contain words and terms suchas: “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, interest rates or other matters. Although the Company
believes the expectations reflected in all forward-looking statements 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 onthese 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 other risks and uncertainties not identified
in these documents that we either currently do not expect to have an adverse effect on our business or that we are unable topredict or identify at the time of this Annual Report. Our forward-looking statements may also be impacted by, among otherthings, future tax, regulatory and other legal changes that may arise in any of the jurisdictions in which we operate.
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 recent reports of industry analysts, that worldwide sales ofinterconnect and sensor-related products were approximately $235 billion in 2023.
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.
Reportable Business Segments
The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of
products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of
productivity improvement and cost control. The Company aligns its businesses into three reportable business segments:(i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems. Thisalignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit
general managers, while enhancing the scalability of Amphenol’s business for the future. The Company has threesegment managers who lead their respective reportable business segments, each reporting directly to the Company’s
Chief Executive Officer. All segment information throughout this Annual Report is presented under our three reportablesegments.

2

A description of each of our reportable business segments is as follows:•

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 reportable business segments:
Reporting Segment

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems% of 2023 Net Sales:

28%

39%

33%

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

End Markets• Automotive• Commercial Aerospace• Defense• Industrial• Information Technology andData Communications• Mobile Networks

Key Products

Connectors and Connector Systems:
Connectors and Connector Systems:
Connectors and Connector Systems:• fiber optic interconnect products• harsh environment data, power,• busbars and power distribution
fiber optic and radio frequency
systems• high-speed interconnect
interconnect products
products• power interconnect products• radio frequency interconnect
Value-Add Products:
Value-Add Products:
products• backplane interconnect systems• backplane interconnect systems• cable assemblies and harnesses Value-Add Products:• cable assemblies and harnesses• cable management products• cable assemblies and harnesses
Sensors and Sensor-based Products:
Cable:
Antennas:• force• consumer device antennas• coaxial cable• gas and moisture• network infrastructure antennas• levelOther:• position• flexible and rigid printed
Cable:• pressure
circuit boards• coaxial, power and• temperature
specialty cable• vibration
Other:• hinges and othermechanical products• production-related products

•
•
•
•
•
•

For further details related to the Company’s reportable business segments, information regarding the Company’s
operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic
area, refer to Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

3

Our Strategy
The Company’s overall strategy is to provide our customers with comprehensive design capabilities, a broad
selection of products and a high level of quality and 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 participate wherever significant growth opportunities are available.
This diversification positions us to proliferate our technologies across the broadest array of opportunities andreduces our exposure to any one 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, andhave been developed across the Company’s end 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 strategically expanding and shifting its global manufacturing,
engineering, sales and service operations to better serve its existing customer base, penetrate developing markets
and establish new customer relationships. As the Company’s global customers have grown their international
operations to access developing world markets and lower manufacturing costs, the Company is continuing to
expand and shift its international footprint in order to provide real-time capabilities to these customers. The
majority of the Company’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
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, working 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 recent years, as supply chain challenges
arose, followed by inflationary pressures and logistical challenges that persisted into 2023.
• 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. As a result, 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.
We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers
across our diverse end markets, our leading technologies and our access to low-cost manufacturing around theworld. In 2023, the Company invested approximately $970 million to fund 10 acquisitions, while in 2022, theCompany invested approximately $288 million to fund two acquisitions. Our acquisitions in 2023 and 2022
have strengthened our customer base and product offerings in many of our end markets and have brought anumber of high-performing new management teams into the Company.
• 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 enabled and incented to grow and develop their business and to think entrepreneurially in providing
innovative, timely and cost-effective solutions to meet customer needs. In addition, Amphenol’s generalmanagers have access to the resources of the larger organization and are encouraged to work collaboratively with
their peers throughout the Company 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 can effectively drive the performance of and collaboration among our global generalmanagers. The alignment of the Company’s businesses into three divisions (representing the Company’s

4reportable business segments), each led by a segment manager reporting directly to the Chief Executive Officer,
reinforces this culture and clear accountability, and enhances 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 end 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 for hybrid andelectric vehicles and is working with leading global customers to proliferate these advanced interconnect products intonext-generation automobiles. Sales into the automotive market represented approximately 23% of the Company’s net
sales in 2023, with sales into the following primary end applications:
•
•
•
•
•
•
•
•

•
•
•
•
•
•
•

antennascharging stations
climate control
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

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 and manufacturingexpertise. 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, interconnect enclosures, as well as interconnect products integrated into headendequipment. Sales into the broadband communications market represented approximately 4% of the Company’s net sales
in 2023, with sales into the following primary end applications:• cable, satellite & 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 4% of the Company’s net sales in 2023, with sales into thefollowing primary end applications:
•
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aircraft and airframe power distribution
avionics
controls and instrumentationengines

in-flight entertainment
in-flight internet connectivity
lighting and control systems
wire bundling and cable management

Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect
systems for harsh environment aerospace and defense applications. Such products require superior performance andreliability under conditions of stress and in hostile environments such as vibration, pressure, humidity, radiation andrapid and severe temperature changes. Amphenol provides an unparalleled product breadth, from aerospace and defense
specification connectors to customized high-speed board level interconnects; from flexible to rigid printed circuit boards;
from backplane systems to completely integrated assemblies; and from sensors to sensor-based systems. Amphenol is atechnology leader, participating in major programs from the earliest inception across each phase of the production cycle.

5Sales into the defense market represented approximately 11% of the Company’s net sales in 2023, with sales into thefollowing primary end applications:
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airframeavionics
communications
enginesground vehicles and tanks
homeland security

naval
ordnance and missile systems
radar systems
rotorcraft
satellite and space programs
unmanned aerial vehicles

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 2023, with sales into the following primary end applications:
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•
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•
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agriculture equipment
alternative and traditional energy generation
batteries and hybrid drive systems
entertainment
factory and machine tool automation
heavy equipment
instrumentationinternet of things
LED lighting

marinemedical equipment
oil and gas
power distribution
public safety
rail mass transit
semiconductor manufacturing equipment
smart manufacturingtransportation

Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions todesigners, manufacturers and operators of internet-enabling systems. With our industry-leading high-speed, power andactive and passive fiber optic interconnect technologies, together with superior simulation and testing capability and costeffectiveness, Amphenol is a market leader in interconnect development for the information technology and data
communications (“IT datacom”) market. Our products enable a broad array of IT datacom systems and applications,
including a growing range of systems to power artificial intelligence and machine learning. Whether industry standard
or application-specific designs are required, Amphenol provides customers with products that enable performance at theleading edge of next-generation, high-speed, power and fiber optic technologies. Sales into the IT datacom market
represented approximately 19% of the Company’s net sales in 2023, with sales into the following primary end
applications:
•
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•
•

•
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cloud computing and data centers
gaming systems
internet appliances
networking equipment

servers
storage systems
transmission
web service providers

Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas andelectromechanical components found in a wide array of mobile computing devices. Amphenol’s capability for highvolume production of these technically demanding, miniaturized products, combined with our speed of new productintroduction, are critical drivers of the Company’s long-term success in this market. Sales into the mobile devices
market represented approximately 10% of the Company’s net sales in 2023, 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

6

Mobile Networks - Amphenol is a leading global interconnect solutions provider to the mobile networks market andoffers a wide product portfolio, including antennas, connectors and interconnect systems. The Company’s products areused 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 4% of the Company’s
net sales in 2023, with sales into the following primary end applications:••••• mobile switches• radio links• small cells

antenna systems
base stations
core network controllers
distributed antenna systems (DAS)

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.
For many years, customers have generally been consolidating their lists of qualified suppliers to companies thathave the ability to meet certain technical, quality, delivery and other standards while maintaining geographic flexibility
and 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 technical solutions. By working with customers to develop new products and technologies, theCompany is able to identify and act on trends and leverage knowledge about next-generation technology across ourportfolio of products. In addition, the Company 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 the Company’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 (or OEMs) in numerous
countries throughout the world. The Company’s products are also sold to electronic manufacturing services (EMS)
companies, to original design manufacturers (or 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
during the years ended December 31, 2023, 2022 and 2021.
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 18% of theCompany’s net sales in 2023 and 2022, 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, certain othermanufacturing, automation and assembly operations and proprietary process technology for connectors, specialty andcoaxial cable production, antenna and sensor fabrication. Outsourcing of certain manufacturing processes is used whencost-effective. Substantially all of the Company’s manufacturing facilities operate under certification to management
system standards of globally recognized, industry certification organizations. Many of our facilities are certified toquality management systems, primarily ISO9001, but also 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.

7

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 management in every region, which we believe creates a strong degreeof organizational stability and operational agility, as well as a deeper understanding of local markets. We believe ourbroad and balanced geographic distribution lowers our exposure to particular geographies. This was evident in recent
years, as we were generally able to support our customers even if pandemic-related restrictions and other challenges
were present in a particular geography. The Company believes that its global presence is an important competitive
advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinationalcustomers, while at the same time offering a level of resiliency and diversification against local risks and challenges that
may emerge in any single geography.
The Company employs a global manufacturing strategy to provide proximity and reliable service to customers,
while also lowering production and logistics costs. Our strategy is to maintain strong cost and quality controls in our
manufacturing and assembly operations. The Company evaluates and adjusts its expense levels and workforce to reflectcurrent business conditions and attempts to maximize operating profitability as well as the return on capital investments.
This strategy has been, and continues to be, critical to the Company’s ability to mitigate supply chain constraints, such as
those experienced in recent years, and the higher inflationary environment, which began in 2022 and persisted into 2023.
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 andassembly facilities in order to serve local markets while coordinating, as appropriate, product design and manufacturing
responsibility with the Company’s other operations around the world. For a discussion of certain risks related to theCompany’s global 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 2023, our research, development andengineering efforts, which relate to the creation of new and improved products and processes, were supported byapproximately 4,000 of our employees and were performed primarily by individual operating units focused on specificmarkets and product technologies.
Intellectual Property
We own a significant portfolio of patents that principally relate to mechanical, electrical, radio frequency, opticaland electronic features of connector, antenna and sensor products. We also own a portfolio of trademarks and are alicensee of various patents and trademarks. Patents for individual products extend for varying periods according to thedate 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

8

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.
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 include
regulatory restrictions. These difficulties may also negatively impact the pricing of materials and components sourced orused by the Company. While the Company does not currently anticipate significant, broad-based difficulties in
obtaining raw materials or components necessary for production, inflationary pressures and logistical challenges may
impact the cost and availability of certain raw materials and components used by the Company and result in supply
shortages for discrete raw materials or components, 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 haveexperienced difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw
materials and components is increasing” in Part I, Item 1A. Risk Factors herein. Information regarding our obligations
related to commitments to purchase certain goods and services is disclosed in Note 14 of the Notes to Consolidated
Financial Statements.
Competition
The Company encounters competition in all areas of its business. The Company competes primarily on the basis oftechnology innovation, product quality and performance, price, customer service and delivery time. Primary competitors
include Aptiv, Belden, Commscope, Eaton, Foxconn, Glenair, HARTING, Hirose, HUBER+SUHNER, ICT Luxshare,
JAE, Jonhon, JST, Molex, Phoenix Contact, 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 specificgeographies, markets or products. For a discussion of certain risks related to competition, refer to the risk factor titled“The Company encounters competition in 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, 2023 was approximately $4.0
billion compared with backlog of approximately $4.1 billion as of December 31, 2022. Orders typically fluctuate fromquarter to quarter based on customer demand and general business conditions. Unfilled orders may generally becancelled prior to shipment of goods. It is expected that nearly all of the Company’s backlog will be filled within thenext 12 months. A significant portion of the Company’s business, 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 lead times. Therefore, backlog may not be indicative of future demand.
Generally, the Company does not experience significant seasonality in its business, although historically, the strongest
quarters have typically been the last two quarters of our fiscal year.
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 14 of theNotes to Consolidated Financial Statements. For a discussion of certain risks related to environmental matters, refer to9the 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.
Government Regulation
As a global company, we are subject to various laws and regulations applicable to parties doing business with the
U.S. and other governments, including laws and regulations governing reporting obligations, interactions withgovernment officials, performance of government contracts, the use and treatment of government furnished property andthe nature of materials used in our products. In addition, the Company and its products are subject to import and export
regulations present in each of the various jurisdictions in which we operate around the world. Certain of our products,
including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations,and may be exported only with the required export license or through an export license exception. The issuances of suchlicenses, in particular within the defense market, are subject to complex laws and regulations that could change
frequently and with limited notice, depending on the jurisdiction, geopolitical events or other factors. The Company has
systems in place to apply for licenses and to maintain compliance with any such regulations. Separately, we are required
to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes, as well as the terms of any
preferential duty and/or tariff programs in which we participate.
For a discussion of certain risks related to government regulation, including export and import controls andsanctions, refer to the risk factors titled “The Company is exposed to political, economic, military and other risks related
to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions,
U.S. trade policies and other factors beyond the Company’s control may adversely impact its business and operating
results,” “The Company must comply with complex U.S. governmental export and import controls as well as economic
sanctions and trade embargoes,” “Our business and financial results may be adversely affected by government
contracting risks,” and “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,” in Part I, Item 1A. Risk Factors herein.
Environmental, Social and Corporate Governance
We have a shared commitment to create innovative products and enable technologies that improve the lives ofpeople around the world, to support the well-being of our employees and communities and to sustain the health of ourplanet. We believe that long-term value for our Company is created through making sustainable business choices,building strong relationships with our stakeholders and engaging in good corporate governance. Whether throughreducing our and our partners’ environmental footprint, following humane labor practices, supporting the development
and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to ourcommunities, we have always believed that it is not just good stewardship, but good business to focus on the long-termsustainability of Amphenol.
Sustainability Report
The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areasof progress and success in sustainability matters, including climate-related topics. The Sustainability Report discusses ourapproach 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 our stakeholders. The
Sustainability Report is designed to inform and engage the Company’s broad range of stakeholders, such as employees,
suppliers, customers, community members and investors, among others. Our 2022 Sustainability Report was preparedwith reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified under the
Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight ofclimate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”)
recommendations. The SASB standards and GRI and TCFD frameworks encourage companies to disclose climate-related
topics that are important to certain interested stakeholders, even if not material for purposes of the U.S. securities laws.
Furthermore, the materiality standards under these frameworks are different from the materiality standard under the U.S.
securities laws. Our 2022 Sustainability Report is available on our website at https://amphenol.com/sustainability.
The items discussed in our 2022 Sustainability Report have not required material capital expenditures oroperating expenses, nor caused material operational challenges or risks to the Company’s business or resultsof operations beyond those items disclosed in Item 1A. Risk Factors within the risk factors titled “The10Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including thosecaused or intensified by climate change and global warming,” “The Company is subject to, and may continue to be
subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climatechange,” and “Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks orotherwise adversely impact our business”. Information included in our 2022 Sustainability Report and our website is notincorporated by reference in, and does not form part of, this Annual Report. Our 2023 Sustainability Report is expected
to be released during the second quarter of 2024.
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 enabled and incented
to grow and develop their business, with the support of the resources of the larger organization. We believe thisstructure, with approximately 130 general managers running unique, independent businesses, creates an environment andculture where each of our general managers has a more direct link to the success of their individual businesses and amore personal connection to the employees they oversee and the communities in which they operate.
As of December 31, 2023, the Company had approximately 95,000 employees worldwide, of which approximately
11,000 were located in the United States. Less than 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, at least once 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 the communities in which we operate. At Amphenol, we promote and maintain a culture ofrespect and appreciation of differences in our employees. The Company generally relies on local management in every
business unit to foster a culture of diversity, equity and inclusion, which we believe creates a strong degree oforganizational stability and a deep commitment to our people and the local community. A key hallmark of our structureis our entrepreneurial culture that creates clear accountability for each of our general managers, who are our key businessleaders. Our core management team is comprised of these general managers and their controllers, as well as our group
general managers and executive management team. Women represented 26% of this core management team at the endof 2023. 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.
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
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

11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.
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 ExchangeAct, 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 ESG matters, among other information. 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 in this Annual Report.
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.
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 OPERATIONSThe 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 its business and operating results.
The Company’s operations and performance depend significantly on global, regional and U.S. economic andgeopolitical conditions. During 2023, non-U.S. markets constituted approximately 65% of the Company’s net sales,with China constituting approximately 23% of the Company’s net sales. The Company employs nearly 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.
During the last few years there have also been significant changes to U.S. trade policies, sanctions, legislation,
treaties and tariffs, including, but not limited to, trade policies and tariffs affecting China. These changes have, incertain cases, increased our costs of doing business. The imposition of additional tariffs or other trade barriers could
increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it moredifficult for us to sell our products in some markets. Other countries where we operate or sell our products havechanged, and may continue to change, their own policies on trade as well as business and foreign investment in theirrespective countries. For example, we have manufacturing facilities in certain jurisdictions that are authorized to operate
under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations
and are subject to compliance with the terms of such programs, which have become stricter. Failure to comply with theterms of such programs could increase our manufacturing costs and adversely affect our business, operating results andfinancial condition. Additionally, it is possible that U.S. policy changes and uncertainty about such changes could
increase market volatility and currency exchange rate fluctuations. As a result of these dynamics, we cannot predict the12impact to our business of any future changes to the U.S.’s or other countries’ trading relationships or the impact of newlaws 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 or recession in any of the Company’s end markets (or a prolonging or
intensification of such a slowdown or recession), which could negatively affect the financial condition of ourcustomers and result in reduced demand;• postponement of customer spending, in response to tighter credit, inflationary pressures, 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 interest rate changes by the U.S. Federal Reserve or other international central banking systems,
foreign currency fluctuations, significant income tax changes and inflationary pressures;• intergovernmental and other conflicts or actions, including, but not limited to, armed conflict, such as theongoing military conflicts between Ukraine and Russia as well as Israel and Hamas, trade wars, cyberattacks
and acts 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 thecost of 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; and• changes in assumptions, such as discount rates, along with lower than expected investment returns andperformance related to the Company’s benefit plans.
We may be negatively impacted by adverse public health developments, including epidemics and pandemics.
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. Beginning in early 2020 and continuing through 2022, the COVID-19 pandemic disrupted our offices andmanufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’
contract manufacturers. These disruptions included government regulations that inhibited our ability to operate certainof 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. Future disruptions fromsimilar harmful public health developments could have a material adverse impact on our business, operations, financial
condition, liquidity and results of operations.
The Company and certain of its suppliers and customers have experienced difficulties obtaining certain raw materials
and components, and the cost of certain 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. While the Company does not currently anticipate significant, broad-based
difficulties in obtaining raw materials or components necessary for production, inflationary pressures and logisticalchallenges may impact the cost and availability of certain raw materials and components used by the Company andresult in supply shortages for discrete raw materials or components, which could be further exacerbated by increased
commodity prices and additional inflation. Moreover, the Company may not be able to pass along any increased raw
material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw
materials and components timely and at acceptable prices from our suppliers. In limited instances, we depend on asingle 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 our13ability to deliver products to our customers. The cost and availability of raw materials may fluctuate significantly due toexternal factors including, but not limited to, product scarcity, war or other armed conflict, logistical challenges,
disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency
fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics andepidemics (as was the case with the COVID-19 pandemic), which may, in turn, negatively impact our results ofoperations and financial condition.
Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause therelease of highly sensitive confidential or personal information, resulting in adverse impacts to our reputation andoperating results and potentially leading to litigation and/or governmental investigations, fines and other penalties.
We rely on our information technology systems for critical operations and face numerous and evolving
cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems. These
threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers andhacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing,credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly
sophisticated attacks. Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats
from impacting the Company. Globally, there continues to be an increased volume of cyber threats, ransomware
attempts and social engineering attacks, such as phishing and impersonation, and attackers increasingly use tools andtechniques that are designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence. In
addition, the rise of artificial intelligence and machine learning has led to more sophisticated and deceptive attacks.
Attackers can manipulate systems in new ways and more easily perform functions at scale. As a result, we may beunable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact toour business.
In addition, global remote working dynamics continue to present additional risk that threat actors will engage insocial engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks.
Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become anincreasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee.
There can be no assurance that our cybersecurity risk management program and processes, including our policies,
controls or procedures, will be fully complied with or effective in protecting our information technology systems. The
Company and third-party providers upon whom we may rely for certain information technology services have been, andexpect to continue to be, a target of various cybersecurity attacks, including, but not limited to, ransomware attacks.
While the impact of such attacks has not been material, future cybersecurity incidents could lead to unauthorized accessto 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, personal, 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 or personal information. Cybersecurity
incidents could also result from unauthorized parties gaining access to our systems or information through fraudulent orother means of deceiving our employees, suppliers or third-party service providers. Our and key third-party information
technology systems and infrastructure are susceptible to disruptions from cybersecurity incidents, ransomware attacks,
security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures,
natural disasters, adverse public health developments, or other catastrophic events, any of which could result in
reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, therelease of highly sensitive confidential or personal information, the inability to access critical data and other operational
disruptions, litigation with third parties (including class actions) 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.
Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered byour existing insurance policies or that applicable insurance will be available to us in the future on economicallyreasonable terms or at all.
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, such as personal
information. There is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy ofthis data or make the data inaccessible to us. In addition, in certain cases, in order to conduct business, we outsource to14

third-party business partners. Those partners may also be subject to data intrusion or a cyberattack. Any compromise of
the data could substantially disrupt our operations, impact future business opportunities, harm our customers, employees
and other business partners, damage our reputation, violate applicable laws, regulations, policies and contractual
obligations and subject us to potentially significant costs and liabilities, including litigation or other enforcement actions.
The regulatory environment surrounding information security and privacy is increasingly demanding, with frequentimposition of new and changing requirements. Privacy laws and regulations around the world including, for example, in
the European Union (“EU”), People’s Republic of China, the state of California, and several other U.S. states, impose
significant obligations for companies on how they collect, store, protect, process and transfer personal information and
can impose significant fines for non-compliance. In addition, in March 2022, the U.S. enacted the Strengthening
American Cybersecurity Act, which imposes cyber incident and ransomware attack response protocols for businesses
operating in numerous core industry sectors of the U.S. economy. The potential for fines, penalties, and other related
costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy
laws and requirements may have an adverse effect on our financial results. For further discussion of the Company’s risk
management, strategy, and governance around cybersecurity, refer to Part I, Item 1C. Cybersecurity herein.
The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including
those caused or intensified by climate change and global warming.
From time to time, extreme weather conditions and natural disasters have negatively impacted, and may continue tonegatively impact, portions of our operations, as well as the operations of our suppliers, vendors, customers anddistributors. Such unpredictable weather conditions and natural disasters including, but not limited to, severe storms,
earthquakes, fires, droughts, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, including
heat waves and freezes and ambient temperature or precipitation changes, and their consequences and effects have, in thepast, temporarily disrupted our business operations both in the United States and abroad. These events could cause someof the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders ororder cancellations altogether, lost business and sales, increased costs, energy and water scarcity, changing costs oravailability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse
effect on our business, operations, financial condition and results of operations.
Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise
adversely impact our business.
Companies across industries continue to face increasing scrutiny from a variety of stakeholders related to their ESG
and sustainability practices. Expectations regarding voluntary and potential mandatory ESG initiatives and disclosures
may result in increased costs, changes in demand for certain products, enhanced compliance or disclosure obligations, orother adverse impacts to our business, financial condition or results of operations. In addition, an inability to receive or
maintain favorable ESG ratings could negatively impact our reputation or impede our ability to compete as effectively to
attract and retain employees or customers, which may adversely impact our operations. Unfavorable ESG ratings could
also lead to increased negative investor sentiment towards us or our industry, which could negatively impact the shareprice of our Common Stock as well as our access to and cost of capital.
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.

15

There can be no assurance that our policies and procedures designed for complying with applicable U.S. andinternational laws and regulations will be effective in preventing our directors, officers, employees, subcontractors andagents 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 can be positively or negatively affected by changes in 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. There can be no assurance that any or all actions taken by the Company
to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging
contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully
managing currency risk. A significant and sudden decline in the value of any of the foreign currencies of the Company’s
worldwide operations could have an adverse effect on the Company’s business, financial condition, results of operations
and cash flows.
The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including our various
management teams.
Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our
executive and core management teams. Given the current inflationary wage environment and strong demand for skilledlabor in 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 effecton our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the
Company’s business, financial condition and results of operations. In addition, our business could also be adversely
impacted by the ongoing increases in labor costs, including wages and benefits.
RISKS RELATED TO OUR END MARKETSThe Company encounters competition in 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. Rapid technological changes
could also lead to the entry of new competitors of various sizes against whom we may not be able to successfullycompete. There can be no assurance that the Company will be able to compete successfully against existing or newcompetition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any ofwhich could have an adverse effect on the Company’s business, financial condition and results of operations.
The Company is dependent on end market dynamics to sell its products, particularly in the communications,
automotive and defense end markets.
The Company is dependent on end market dynamics to sell its products, and its operating results could be adversely
affected by cyclical and reduced demand in any of these markets. Approximately 37% of the Company’s 2023 net sales
came from sales to the communications industry. Demand for products in these markets is generally subject to rapid
technological change and/or capital spending by operators for constructing, rebuilding or upgrading their systems, all ofwhich could be affected by a variety of factors, including general economic conditions, consolidation within theindustry, the financial condition of operators and their access to financing, competition, technological developments,
new legislation and regulation. Approximately 23% of the Company’s net sales came from the automotive industry. The
automotive industry has historically experienced significant downturns during periods of deteriorating global or regional
economic or credit conditions, or as a result of prolonged work stoppages or other disputes with labor unions. The
communications and automotive end markets are also dominated by large customers that regularly exert price pressureson their suppliers, including the Company. Approximately 11% of the Company’s net sales came from sales to thedefense end market. Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and16foreign governments, which are subject to political and budgetary fluctuations and constraints. Periodic downturns in
any of our customers’ end markets can significantly reduce demand for certain of our products, which could have amaterial adverse effect on the Company’s business, financial condition and results of operations.
RISKS RELATED TO ACQUISITIONSThe Company has at times experienced difficulties and unanticipated expenses in connection with purchasing andintegrating newly acquired businesses.
The Company has completed numerous acquisitions in recent years, including 10 in 2023. 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
seller(s) of an acquired business or sought recovery under third party insurance policies for pre-acquisition liabilities,
breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition
agreement or insurance policy. To the extent we pursue indemnification claims against such seller(s) or insurers, suchseller(s) or insurers may successfully contest such claims and/or may not have the financial capacity to compensate us
for such claims, or such claims may otherwise be difficult or impractical to enforce. We cannot predict or guarantee
whether and to what extent anticipated cost savings, benefits, margin improvements and growth prospects will beachieved from recent or future acquisitions.
The Company may in the future incur goodwill and other intangible asset impairment charges.
On December 31, 2023, the total assets of the Company were $16.5 billion, which included $7.1 billion of goodwill(the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and$834.8 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 more 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 agreements and senior notes contain certain requirements, which if breached, could have amaterial adverse effect on 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. The Company also has similar financial and other covenantsassociated with its two-year, $750.0 million unsecured delayed draw term loan credit agreement (the “Term Loan”)
entered into in April 2022. In addition, the ability to meet the financial covenants can be affected by events beyond theCompany’s control, and the Company cannot provide assurance that it will meet those tests. A breach of any of thesecovenants could result in a default under the Revolving Credit Facility and the Term Loan. Upon the occurrence of anevent of default under the Revolving Credit Facility or the Term Loan, the lenders could terminate all commitments toextend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable, which
could result in the acceleration of certain of the Company’s other indebtedness and the Company not having sufficient
assets to repay indebtedness under the Revolving Credit Facility, the Term Loan and such other debt instruments. As of
December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S.
Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S.

17

Commercial Paper Program throughout much of 2023, and the Company may make additional borrowings under any of
its debt instruments from time to time.
In addition to these credit agreements, the Company’s various senior notes also impose certain obligations on the
Company and prohibit various actions by the Company unless it satisfies certain financial requirements. While theCompany is compliant with all such requirements as of December 31, 2023, there can be no assurance that the Company
will remain in compliance with such requirements.
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 raise capital to invest in its business and make strategicacquisitions. The capital and credit markets have experienced significant volatility in the past. If general economic andcapital market conditions deteriorate significantly, it could become more difficult to access capital to finance capital
investments, acquisitions and other initiatives including dividends and share repurchases, which could have a material
adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, if thecredit 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, resultsof operations or cash flows.
The Company’s results may be negatively affected by changing interest rates.
The Company is 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, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.
As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and throughthe middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving
Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over thissame period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to thisfloating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the
future, interest expense and interest payments would increase. There can be no assurance that interest rates will notchange significantly from current levels.
RISKS RELATED TO LEGAL AND REGULATORY MATTERS
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 reporting obligations, interactions with government officials,
performance of government contracts, the use and treatment of government furnished property and the nature ofmaterials used in our products. We may be unilaterally suspended or barred from conducting business with the U.S. andother foreign governments or their suppliers (both directly and indirectly) or become subject to fines or other sanctions if
we are found to have violated such laws or regulations. As a result of the need to comply with these laws andregulations, we are subject to increased risks of governmental investigations, civil fraud actions, criminal prosecutions,whistleblower lawsuits and other enforcement actions. For example, the Company reached an agreement in August2023 with the U.S. government related to an investigation of alleged violations by the Company of the civil False Claims
Act. Although the Company did not admit to any liability under the terms of the settlement agreement, the Company
agreed to pay the U.S. government a settlement amount, ending the government’s investigation and releasing theCompany from further liability for the issues under investigation. The U.S. laws and regulations to which we are subject
include, but are not limited to, the 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. Moreover, we are subject to a wide range of similar laws and regulations in other countries throughout
the world. Failure, or the perceived failure, to comply with applicable requirements also could harm our reputation andour ability to compete for future government contracts or sell commercial equivalent products. Any of these outcomes
could have a material adverse effect on our business, operations, financial condition, liquidity, and results of operations.

18

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. Furthermore, the U.S. government periodically audits our governmental 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 must comply with complex U.S. governmental export and import controls as well as economic
sanctions and trade embargoes.
Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export
control laws and regulations, and may be exported only with the required export license or through an export license
exception. In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and tradeembargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments. Theselaws 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 ongoing tensions between the
U.S. and China. For example, in 2019, the U.S. government added certain of the Company’s customers based in China
to the “Entity List” maintained by the U.S. Department of Commerce, which imposes additional restrictions on sales tosuch customers. Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security released new export
control regulations that restrict the provision to China of certain technology, software, manufacturing equipment andcommodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers. Thesechanges include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that
manufactures certain advanced ICs. Although, to date, none of such restrictions have had a material adverse effect on
the Company’s business, financial condition and results of operations, the U.S. government has the power to place evengreater restrictions, and such restrictions could further limit or prohibit the Company from selling its products orproviding its services. In addition, we cannot ensure that our policies and procedures designed to maintain compliancewith applicable rules and regulations will be effective in preventing instances of non-compliance. If we were to fail tocomply with applicable export control restrictions (for example, by failing to obtain required export licensing), customs
regulations, economic sanctions and other laws, we could be subject to substantial civil and criminal penalties, including
fines, the incarceration of responsible employees and managers, reputational harm, and the possible loss of export orimport 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.
On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the“IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative
minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.
Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period ofenactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.
The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material
impact on the Company during the year ended December 31, 2023. However, the full impact of these provisions in the
future depends on several factors, including interpretive regulatory guidance, which has not yet been released.
The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as
Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the
global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive
Framework agreed to by consensus. The EU member states have agreed to adopt these rules in two stages with the firstcomponent effective on January 1, 2024, while the second component will be effective January 1, 2025. Non-EU

19

countries have enacted or are expected to enact legislation on a similar timeline. Certain countries in which we operate
have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also
implement similar legislation with varying effective dates in the future. When and how this framework is adopted orenacted by the various countries in which we do business will increase tax complexity and may increase uncertainty andadversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.
Any future changes in tax laws, regulations, accounting standards for income taxes and/or other tax guidance,
including related interpretations associated with the IRA or otherwise, could materially impact the Company’s current
and non-current tax liabilities, along with deferred tax assets and liabilities, and consequently, our financial condition,
results of operations or cash flows.
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 apply 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

20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. 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 the potential impact of any changes to environmental conditions or environmental policies
that may arise in any of our jurisdictions. Our failure to comply with these local environmental laws and regulations
could result in fines or other punitive damages and/or modifications to our production processes as well as subject us to
reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.
The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associatedwith efforts to combat the negative effects of climate change.
There is increased public awareness regarding climate change. This increased focus has led to international treaties
and agreements and legislative and regulatory efforts. In addition to the risks discussed under the risk factors titled “TheCompany may be negatively impacted by extreme weather conditions and natural catastrophic events, including thosecaused or intensified by climate change and global warming” and “Increasing scrutiny and expectations regarding ESG
matters could result in additional costs or risks or otherwise adversely impact our business,” the Company may also be
subject to larger, global climate change initiatives, laws, regulations or orders, such as any laws or regulations to
implement the Paris Climate Agreement, which seek to reduce greenhouse gas (“GHG”) emissions. In addition to
government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers,
including us. Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our
products, reputational harm, or other adverse impacts to our business.
Given our global manufacturing presence, any future regulations relating to GHG emissions and/or other climatechange-related laws and regulations, beyond initiatives already in process at the Company, could subject us to additional
and/or unforeseen compliance costs and limitations, increased energy and raw material costs and incremental capital
expenditure requirements. In addition, governmental bodies are increasingly adopting and considering adopting
additional mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, andthese regulatory developments, to the extent we are subject to them, will likely result in increased corporate andoperational general and administrative efforts and associated costs and expenses.
There have been various new laws around the world that have been passed and will require additional ESG-related
disclosure. For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive (“CSRD”), which
introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU
companies, and will apply to all in-scope companies by January 1, 2028. In the United States, the SEC has proposed
climate-related disclosure rules that have not yet been enacted as of the date of this report, and certain states have begun
to pass their own ESG-related laws. For example, on October 7, 2023, the governor of California signed and enacted
into law two climate-related disclosure bills (SB-253, Climate Corporate Data Accountability Act and SB-261,
Greenhouse Gases: Climate-Related Financial Risk), which will require compliance as early as 2026.
Any future regulatory changes in any of the jurisdictions in which we operate could result in transition risks to theCompany, 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 and becomes
costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climatechange-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations; (v) risks
associated with the implementation of any new technologies required to comply with such regulations, which could
impede our ability to develop new products, meet customer and market demand or compete on pricing and quality in themarket, and/or (vi) reputational risks associated with our customers’ and investors’ perceptions of the Company and theirpreferences for maintaining relationships with companies with lower emissions, all of which could harm our reputationin the marketplace.
Item 1B. Unresolved Staff Comments
None.

21

Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented an information security and cybersecurity risk management program(“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information
technology systems. Our Program is integrated into our overall enterprise risk management program. We use the
National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensurethat our Program is maintained in line with industry best practices. This does not imply that we meet any particulartechnical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us
identify, assess and manage cybersecurity risks relevant to our business.
The Company maintains a decentralized information technology infrastructure, where each of our business units
utilizes a separate and distinct information technology system. This means that if any business unit’s systems arecompromised, there is significantly less risk that another business unit will be impacted by that event. This decentralized
structure also allows our information security professionals embedded within an individual business unit to make quick,efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.
Our Program includes:• risk assessments and penetration tests integrated within our overall risk management processes that aredesigned to identify cybersecurity and technology risks, as well as to formulate management actions to
respond to, mitigate and remediate material issues (if any);• annual management reporting to the Board of Directors (the “Board”);• reporting of the scope, objectives and results of internal audits on the procedures performed on the control
environment related to our information security systems and security controls to the Audit Committee at least
two times a year;• annual cybersecurity awareness training to instruct employees how to better identify cybersecurity concerns
and to avoid actions that might inadvertently allow outsiders to access our systems;• installation of end point protection software on our Company-managed systems and workstations in an effort
to detect and prevent malicious code from impacting our systems;• a cross-functional team principally responsible for managing our cybersecurity risk assessment processes andour response to cybersecurity incidents;• the use of external service providers, where appropriate, to assess, monitor, test or otherwise assist withaspects of our security controls and response to cybersecurity incidents; and• a documented framework and supporting processes for handling security incidents that facilitates
coordination across multiple parts of the Company.
We have not identified risks from known cybersecurity threats, including as a result of any prior security breach,that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial
condition and results of operations. We face certain ongoing risks from cybersecurity threats that, if realized, arereasonably likely to materially affect us, including our operations, business strategy, results of operations or financial
condition. For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “Cybersecurity
incidents affecting our information technology systems could disrupt business operations or cause the release of highly
sensitive confidential or personal information, resulting in adverse impacts to our reputation and operating results andpotentially leading to litigation and/or governmental investigations, fines and other penalties” in Part I, Item 1A. Risk
Factors herein.
Cybersecurity Governance
Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee.
At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams)
provides an update regarding our Program to the Board. This update provides an overall assessment of the effectivenessof our Program and a review of areas of focus for the upcoming year. The Board also receives periodic reports from ourVice President, Internal Audit, on the audit focus areas and control testing related to our information security systems

22and security controls, and our management team updates the Board, as necessary, regarding any material cybersecurity
incidents.
Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President andGeneral Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible forassessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our
Program and our Vice President, Information Technology, supervises both our internal information security personnel
and our retained external cybersecurity consultants. Our management team supervises efforts to prevent, detect, mitigate
and remediate cybersecurity risks and incidents through various means, which may include briefings from internal
information technology personnel and external consultants engaged by us, as well as alerts and reports produced by
security tools deployed in our information technology environment.
Our management team’s experience includes knowledge related to information technology, cybersecurity andincidence response, risk management, control analysis and corporate governance. For additional details about ourmanagement team and their experience, refer to the Executive Leadership page on the Company’s website athttps://www.amphenol.com/governance/leadership.
Item 2. Properties
The Company’s fixed assets include factories and warehouses and a substantial quantity of machinery andequipment. The Company’s factories, warehouses and machinery and equipment are generally in good operating
condition, are reasonably maintained and substantially all of its facilities are in regular use. The Company considers thepresent level of fixed assets along with planned capital expenditures as suitable and adequate for operations in thecurrent business environment. At December 31, 2023, the Company operated approximately 280 manufacturing
facilities with approximately 27 million square feet, of which approximately 19 million square feet were leased.
Manufacturing facilities located in the U.S. had approximately 5 million square feet, of which approximately 2 million
square feet were leased. Manufacturing facilities located outside the U.S. had approximately 22 million square feet, ofwhich approximately 17 million square feet were leased. The square footage by segment related to our manufacturing
facilities was approximately 7 million square feet, 11 million square feet and 9 million square feet for the Harsh
Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment,
respectively.
The Company believes that its facilities are suitable and adequate for its business and are being appropriately
utilized for their intended purposes. Utilization of the facilities varies based on demand for the relevant products. The
Company regularly reviews its anticipated requirements for facilities and, based on that review, may from time to timeacquire 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 14 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.

23

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, 2024, there were 31 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 Performance Graph
The following graph compares the cumulative total shareholder return of Amphenol over a period of five years
ending December 31, 2023 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, 2018, 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
2018

2019

Amphenol Corporation

2020

2021

2022

Dow Jones U.S. Electrical Components & Equipment Index

2023

S&P 500 Index

Dividends
Contingent upon declaration by the Company’s Board of Directors (the “Board”), the Company pays a quarterly
dividend on shares of its Common Stock.

24The following table sets forth the dividends declared per common share for each quarter of 2023 and 2022:
First Quarter . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . .

2023$ 0.21
0.21
0.21
0.22
$ 0.852022$ 0.20
0.20
0.20
0.21
$ 0.81Dividends declared and paid for the years ended December 31, 2023 and 2022 (in millions) were as follows:
Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . . . . .

2023
2022
$ 507.4 $ 482.6
500.6
477.4

Amphenol has a history of paying quarterly cash dividends. While the Company currently expects a cash dividend
to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our
financial results, liquidity, capital requirements, financial condition, compliance with financial covenants andrequirements, and other factors considered relevant by the Board.
Repurchase of Equity Securities
On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to$2.0 billion of the Company’s Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock
Repurchase Program”). During the three months and year ended December 31, 2023, the Company repurchased 1.3
million and 7.2 million shares of its Common Stock for $115.3 million and $585.1 million, respectively, under the 2021
Stock Repurchase Program. Of the total repurchases made in 2023, 5.5 million shares, or $435.8 million, have beenretired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of
repurchase. From January 1, 2024 through January 31, 2024, the Company did not repurchase any additional shares of
its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $226.5
million of its Common Stock under the 2021 Stock Repurchase Program. The timing and amount of any futurepurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock
options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions andthe price of the Common Stock.
The Company’s stock repurchases during the three months and year ended December 31, 2023 were as follows:(dollars in millions, except price per share)
PeriodFirst Quarter – 2023. . . . . . . . . . . . . . . . . . .
Second Quarter – 2023 . . . . . . . . . . . . . . . .
Third Quarter – 2023 . . . . . . . . . . . . . . . . . .
Fourth Quarter – 2023:
October 1 to October 31, 2023 . . . . . . . . . .
November 1 to November 30, 2023. . . . . . .
December 1 to December 31, 2023 . . . . . . .
Total – 2023. . . . . . . . . . . . . . . . . . . . . . . . .

Total Numberof Shares
Purchased

2,117,279
1,982,956
1,734,259

Average
Price Paid
per Share$

534,200
599,079
214,300
1,347,579
7,182,073$

Item 6. [Reserved]

25

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

78.83
77.44
86.11

2,117,279
1,982,956
1,734,259

82.15
86.38
91.75
85.56

534,200
599,079
214,300
1,347,579

81.47

7,182,073

Maximum Dollar Valueof Shares that May Yet be
Purchased Under thePlans or Programs

$

$

644.7
491.1
341.8
297.9
246.2
226.5

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 financial condition and results of operations for the years ended
December 31, 2023, 2022 and 2021 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. Risk Factors 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”).
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. In 2023, approximately 65% 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• defense and commercial aerospace applications.

The Company’s products are used in a wide variety of applications by a broad 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. For many years, customers have generally been consolidating their lists of qualified
suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while
maintaining geographic flexibility and competitive prices. The Company has focused its global resources to position
itself to compete effectively in this environment. The Company believes that its global presence is an importantcompetitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its
multinational customers, while at the same time offering a level of resiliency and diversification against local risks andchallenges that may emerge in any single geography.

26

Reportable Business Segments
The Company aligns its businesses into the following three reportable business segments:• Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets 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, defense, 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 aerospaceand defense 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 usedin the automotive, industrial, information technology and data communications, mobile networks, defense andcommercial aerospace end markets.
This alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business
unit general managers, while enhancing the scalability of Amphenol’s business for the future. For further details related
to the Company’s reportable business segments, refer to Note 13 of the Notes to Consolidated Financial Statements
herein.
Strategy
The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of
products and a high level of quality and 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 oncontrolling costs. The Company does this by investing in modern manufacturing technologies, controlling purchasing
processes and expanding 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; andFoster collaborative, entrepreneurial management.

In 2023, the Company reported net sales and operating income of $12,554.7 and $2,559.6, respectively, each
representing a decrease of 1% from 2022, while net income from continuing operations attributable to Amphenol
Corporation of $1,928.0 represented an increase of 1% from 2022. In 2023, the Company’s net income from continuing
operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based
compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed
in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised
primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired
backlog resulting from three of the acquisitions that closed in 2023. In 2022, the Company’s net income fromcontinuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $56.0 related tostock-based compensation resulting from stock option exercises, partially offset by (b) acquisition-related expenses of$21.5 ($18.4 after-tax) comprised primarily of the amortization related to the value associated with acquired backlog
resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effects of these
items, Adjusted Operating Income decreased by 1%, while Adjusted Net Income from continuing operations attributable
to Amphenol Corporation increased slightly in 2023 compared to 2022. Adjusted Operating Income and Adjusted Net

27

Income from continuing operations attributable to Amphenol Corporation are both non-GAAP financial measures, eachas defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7. Sales andprofitability trends are discussed in detail 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 sharesof the Company’s Class A Common Stock (“Common Stock”), pay dividends and reduce indebtedness. In 2023, theCompany generated Operating Cash Flow of $2,528.7 and Free Cash Flow of $2,159.9, compared to Operating Cash
Flow of $2,174.6 and Free Cash Flow of $1,796.4 in 2022. Free Cash Flow, a non-GAAP financial measure, is definedin the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.
Inflation Reduction Act of 2022
On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the“IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative
minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.
Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period ofenactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.
The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material
impact on the Company during the year ended December 31, 2023. While the full impact of these provisions in the
future depends on several factors, including interpretive regulatory guidance, which has not yet been released, theCompany does not currently believe that the provisions of the IRA, including several other non-tax related provisions,will have a material impact on its financial condition, results of operations, liquidity and cash flows.
Pillar Two Framework
The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as
Pillar Two, provides guidance for a global minimum tax. This guidance lays out a common approach for adopting the
global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive
Framework agreed to by consensus. The European Union (“EU”) member states have agreed to adopt these rules in twostages with the first component effective on January 1, 2024, while the second component will be effective January 1,
2025. Non-EU countries have enacted or are expected to enact legislation on a similar timeline. Certain countries inwhich we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are
expected to also implement similar legislation with varying effective dates in the future. When and how this frameworkis adopted or enacted by the various countries in which we do business will increase tax complexity and may increase
uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions. The Company has
done a preliminary review of currently enacted legislation and does not expect the initial implementation to materially
impact future results. However, the Company will continue to evaluate the potential impact of Pillar Two on the
Company and its future results, as additional countries adopt legislation and issue individual guidance on their enacted
legislation.

28

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.
Year Ended December 31,
2023
2022
2021

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0 %
67.5
0.3
11.9
20.4
(1.1)
—
0.2
19.6
(4.1)
15.5
(0.1)
15.4
—
15.4 %

100.0 % 100.0 %
68.1
68.7
0.2
0.6
11.3
11.3
20.5
19.4
(1.0)
(1.1)
—
—
—
0.1
19.5
18.3
(4.4)
(3.8)
15.2
14.5
(0.1)
(0.1)
15.1
14.4
—
0.2
15.1 % 14.6 %Note: Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding.

2023 Compared to 2022
Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended
December 31, 2022, which represented a decrease of 1% in U.S. dollars and 3% organically (excluding both currency
and acquisition impacts), while flat in constant currencies compared to the prior year. The decrease in net sales in 2023
was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh
Environment Solutions and Interconnect and Sensor Systems segments, as described below. From an end market
standpoint, the decrease in net sales was driven by organic declines in the information technology and data
communications (“IT datacom”), mobile networks, mobile devices, industrial and broadband communications markets,partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with
contributions from the Company’s acquisition program. Net sales to the automotive market increased approximately$310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics,
including electric and hybrid drive trains. Net sales to the defense market increased approximately $237.6, driven bybroad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters,
communications, and space-related applications, as well as contributions from acquisitions. Net sales to the commercial
aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft
applications, in particular larger passenger planes. Net sales to the industrial market remained flat, as contributions fromacquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset bymoderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment
applications. Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations
across a broad array of applications including networking equipment, cloud storage, transmission, consumer electronics
and servers, partially offset by strong growth in artificial intelligence-related applications. Net sales to the mobile
networks market decreased approximately $163.9, driven by broad-based moderations in demand from mobile network
operators and wireless equipment manufacturers, partially offset by contributions from acquisitions. Net sales to themobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets
and production-related products, partially offset by growth in smartphones. Net sales to the broadband communications
market decreased approximately $46.4, driven by moderations in demand from broadband service operators.
Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S.
dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022. The sales growth in 2023 wasprimarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets,along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial
and mobile networks markets.

29

Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S.
dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022. The sales decline in 2023 wasprimarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband
communications markets, partially offset by strong organic growth in the automotive market, along with modest
contributions from the Company’s acquisition program.
Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S.
dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022. The sales growth in 2023 wasprimarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in
the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset byorganic declines in the IT datacom and mobile networks markets.
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,
2023 compared to the year ended December 31, 2022:
Percentage Growth (relative to prior year) (1)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:
Harsh Environment Solutions . . . . .
Communications Solutions . . . . . . .
Interconnect and Sensor Systems . . .
Consolidated . . . . . . . . . . . . . . . .

2023

2022

$ 3,530.8
4,912.8
4,111.1$ 12,554.7$ 3,107.2
5,652.4
3,863.4$ 12,623.0

14 %
(13)%
6%
(1)%

—%
(1)%
—%
—%

14 %
(12)%
7%
—%

5%
1%
3%
3%

9%
(13)%
3%
(3)%

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

$ 4,405.4
8,149.3$ 12,554.7$ 4,155.2
8,467.8$ 12,623.0

6%
(4)%
(1)%

—%
(1)%
—%

6%
(3)%
—%

5%
1%
3%

1%
(4)%
(3)%

(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 13 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 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 ofthis Item 7.
(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. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.
(6) Net sales by geographic area are based on the customer location to which the product is shipped.

The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia. The
comparatively stronger U.S. dollar in 2023 had the effect of decreasing sales by approximately $61.1, compared to 2022.
Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales for 2023, compared to $1,420.9,
or 11.3% of net sales, for 2022. The increase in Selling, general and administrative expenses as a percentage of net sales
in 2023 was primarily driven by the effect of acquisitions, which currently have higher selling, general andadministrative expenses as a percentage of net sales compared to the Company average. Administrative expenses
increased $26.2 in 2023 and represented approximately 4.8% of net sales in 2023 and 4.6% of net sales in 2022.
Research and development expenses increased $18.6 in 2023, primarily related to increases in expenses for new productdevelopment, and represented approximately 2.7% of net sales in 2023 and 2.6% of net sales in 2022. Selling andmarketing expenses increased $24.2 in 2023 compared to 2022, and represented approximately 4.3% of net sales in 2023
and 4.1% of net sales in 2022.
Operating income was $2,559.6, or 20.4% of net sales, in 2023, compared to $2,585.8, or 20.5% of net sales, in
2022. Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of externaltransaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three ofthe acquisitions that closed in 2023. Operating income in 2022 included acquisition-related expenses of $21.5,30

comprised primarily of the amortization related to the value associated with acquired backlog resulting from two
acquisitions that closed in 2022, along with external transaction costs. The acquisition-related expenses in 2023 and2022 had the effect of decreasing net income from continuing operations by $30.2, or $0.05 per share, and $18.4, or$0.03 per share, respectively. Acquisition-related expenses are presented separately in the Consolidated Statements ofIncome. Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating
Margin, each as defined in the “Non-GAAP Financial Measures” section below, were $2,594.2 and 20.7% of net sales,
respectively, in 2023, and $2,607.3 and 20.7% of net sales, respectively, in 2022. While Adjusted Operating Income
decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit ofpricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes,along with the negative impact on operating margin related to acquisitions that are currently operating below the average
operating margin of the Company.
Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales,
compared to $801.6, or 25.8% of net sales in 2022. The increase in operating margin for the Harsh Environment
Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales
volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by thenegative impact on operating margin related to acquisitions that are currently operating below the average operating
margin of the Company.
Operating income for the Communications Solutions segment in 2023 was $1,063.5, or 21.6% of net sales,
compared to $1,245.7, or 22.0% of net sales in 2022. The decrease in operating margin for the Communications
Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes,
partially offset by the benefit of pricing actions and strong operational performance.
Operating income for the Interconnect and Sensor Systems segment in 2023 was $753.7, or 18.3% of net sales,
compared to $716.5, or 18.5% of net sales in 2022. The modest decrease in operating margin for the Interconnect andSensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin
related to acquisitions that are currently operating below the average operating margin of the Company, partially offset
by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions.
Interest expense was $139.5 in 2023 compared to $128.4 in 2022. The increase in interest expense was driven by
the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S. Commercial Paper
Program that were outstanding throughout much of 2023. 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 20.7% in 2023 and 22.3% in 2022. Provision for income taxes
in 2023 included excess tax benefits of $82.4 from stock option exercises as well as the effect of the gain from thebargain purchase acquisition that closed in the second quarter of 2023, all of which were partially offset by the tax
effects related to acquisition-related expenses during the year. These items had the aggregate effect of decreasing theeffective tax rate and increasing earnings per share by the amounts noted in the table below. Provision for income taxes
in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related toacquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rateand increasing earnings per share by the amounts noted in the table below. Excluding the effect of these items, theAdjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section
below within this Item 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to thecomparable 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 toConsolidated Financial Statements.
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 $1,928.0 and $3.11,
respectively, for 2023, compared to $1,902.3 and $3.06, respectively, for 2022. Excluding the effect of the 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 $1,870.4 and $3.01, respectively, for 2023, compared to $1,864.7 and $3.00, respectively, for 2022.

31

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, each as defined in the “Non-GAAP Financial Measures” section below) to themost directly comparable U.S. GAAP financial measures for the years ended December 31, 2023 and 2022:

Operating Operating
Margin (1)IncomeReported (GAAP) . . . . . . . . . .
Acquisition-related
expenses . . . . . . . . . . . . . .
Gain on bargain
purchase acquisition . . . . . .
Excess tax benefits
related to stock-based
compensation . . . . . . . . . . .
Adjusted (non-GAAP) (2) . . . .

2023
Net Income
attributable
to Amphenol
Corporation

Effec eEffective
Tax
Rate (1)DilutedEPS

Operating
Income20.4 % $ 1,928.0

20.7 % $ 3.11

$ 2,585.8

34.6

0.3

30.2

(0.2)

0.05

—

—

(5.4)

0.1

(0.01)$ 2,559.6—$ 2,594.2—
20.7 % $(82.4)
1,870.4

OperatingMargin (1)2022
Net Income
attributable
to Amphenol
Corporation

Effec eEffective
Tax
Rate (1)DilutedEPS

20.5 % $ 1,902.3

22.3 % $ 3.06

21.5

0.2

18.4

(0.1)

0.03

—

—

—

—

—

3.4
(0.13)—
24.0 % $ 3.01 $ 2,607.3—
20.7 % $(56.0)
1,864.7

2.3(0.09)
24.5 % $ 3.00

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.

2022 Compared to 2021
Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended
December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15%organically (excluding both currency and acquisition impacts) compared to the prior year. The increase in net sales in
2022 was driven by robust growth across all three reportable business segments, as described below. From an end
market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including theautomotive, IT datacom, industrial, broadband communications and commercial aerospace markets, moderate organic
growth in the defense, mobile networks and mobile devices markets, and contributions from the Company’s acquisition
program. Net sales to the automotive market increased approximately $470.1, reflecting broad-based growth across ourglobal automotive market, including the Company’s strength in next-generation electronics, in particular electric andhybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging
stations, and safety and security systems. Net sales to the IT datacom market increased approximately $414.6, as we
continue to benefit from our strong technology solutions and leading position across a broad array of applications as
customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions fromacquisitions. Net sales to the industrial market increased approximately $399.7, with broad-based growth across nearly
all market segments of the global industrial market, with particular strength in e-mobility applications primarily in heavy
and commercial vehicles, along with strong growth in factory automation, alternative energy, medical, and transportation
applications, as well as contributions from acquisitions. Net sales to the broadband communications market increased
approximately $241.2, driven by increased overall demand from broadband service operators related to data network
upgrades and expansions, along with contributions from acquisitions. Net sales to the commercial aerospace market
increased approximately $85.6, primarily due to the continued recovery in travel and demand for aircraft, along with
contributions from acquisitions. Net sales to the defense market increased approximately $47.9, driven by strength inspace-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions fromacquisitions. Net sales to the mobile networks market increased approximately $46.4, driven by continued recovery indemand from mobile networks equipment manufacturers and mobile operators, along with contributions fromacquisitions. Net sales to the mobile devices market increased approximately $41.2, driven by growth in products
incorporated into smartphones and wearable devices, partially offset by moderations in sales of tablets, hearable devices
and laptops.
Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S.
dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021. The sales growth in 2022 wasdriven by strong organic growth in the industrial, automotive and commercial aerospace markets, and moderate organic

32

growth in the defense, mobile networks and IT datacom markets, along with contributions from the Company’s
acquisition program.
Net sales in the Communications Solutions segment (approximately 45% of net sales) increased 17% in U.S.
dollars, 19% in constant currencies and 13% organically, in 2022, compared to 2021. The sales growth in 2022 wasdriven by strong organic growth across several end markets, in particular the IT datacom, broadband communications
and automotive markets, and moderate organic growth in the mobile devices, industrial and mobile networks markets,along with contributions from the Company’s acquisition program.
Net sales in the Interconnect and Sensor Systems segment (approximately 30% of net sales) increased 17% in U.S.
dollars, 23% in constant currencies and 18% organically, in 2022, compared to 2021. The sales growth in 2022 wasprimarily driven by strong organic growth in the automotive, industrial, IT datacom, defense and commercial aerospacemarkets, along with contributions from the Company’s acquisition program, partially offset by a moderate decline in themobile networks market.
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,
2022 compared to the year ended December 31, 2021:
Percentage Growth (relative to prior year) (1)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:
Harsh Environment Solutions . . . . . .
Communications Solutions . . . . . . .
Interconnect and Sensor Systems . . .
Consolidated . . . . . . . . . . . . . . . . .

2022

2021

$ 3,107.2
5,652.4
3,863.4$ 12,623.0$ 2,752.2
4,832.1
3,292.0$ 10,876.3

13 %
17 %
17 %
16 %

(4)%
(2)%
(5)%
(3)%

16 %
19 %
23 %
19 %

2%
5%
5%
4%

15 %
13 %
18 %
15 %

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

$ 4,155.2
8,467.8$ 12,623.0$ 3,155.9
7,720.4$ 10,876.3

32 %
10 %
16 %

—%
(4)%
(3)%

32 %
14 %
19 %

9%
2%
4%

23 %
12 %
15 %

(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 13 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 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 ofthis Item 7.
(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. Acquisition impact is calculated as a percentage of the respective prior year period(s) net sales.
(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 2022 compared to 2021 was driven by strong growth in both Europe and Asia.
The comparatively stronger U.S. dollar in 2022 had the effect of decreasing sales by approximately $359.8, compared to
2021.
Selling, general and administrative expenses were $1,420.9, or 11.3% of net sales for 2022, compared to $1,226.3,
or 11.3% of net sales, for 2021. Selling, general and administrative expenses as a percentage of net sales in 2022
remained flat as the leverage on the higher sales volumes during the year was offset by the Sensors business (“MTS
Sensors”) of MTS Systems Corporation (“MTS”), acquired in early 2021, having higher selling, general andadministrative expenses as a percentage of net sales compared to the Company average. Administrative expenses
increased $90.6 in 2022 and represented approximately 4.6% of net sales in 2022 and 4.5% of net sales in 2021.
Research and development expenses increased $5.9 in 2022, primarily related to increases in expenses for new productdevelopment, and represented approximately 2.6% of net sales in 2022 and 2.9% of net sales in 2021. Selling andmarketing expenses increased $98.1 in 2022 compared to 2021, and represented approximately 4.1% of net sales in 2022
and 3.8% of net sales in 2021.

33

Operating income was $2,585.8, or 20.5% of net sales, in 2022, compared to $2,105.1, or 19.4% of net sales, in
2021. Operating income in 2022 included acquisition-related expenses of $21.5, comprised primarily of theamortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022,
along with external transaction costs. 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 tothe acquisition of MTS 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 (“Halo”) in the fourth quarter of 2021.
The acquisition-related expenses in 2022 and 2021 had the effect of decreasing net income from continuing operations
by $18.4, or $0.03 per share, and $57.3, or $0.09 per share, respectively. Acquisition-related expenses are presented
separately in the Consolidated Statements of Income. Excluding the effect of these acquisition-related expenses,
Adjusted Operating Income and Adjusted Operating Margin, each as defined in the “Non-GAAP Financial Measures”
section below, were $2,607.3 and 20.7% of net sales, respectively, in 2022, and $2,175.5 and 20.0% of net sales,
respectively, in 2021. The increases in Adjusted Operating Income and Adjusted Operating Margin in 2022 relative to2021 was driven by all three segments, as described below.
Operating income for the Harsh Environment Solutions segment in 2022 was $801.6, or 25.8% of net sales,
compared to $708.2, or 25.7% of net sales in 2021. The slight increase in operating margin for the Harsh Environment
Solutions segment for 2022 compared to 2021 was primarily driven by normal operating leverage on the higher sales
volumes, combined with the benefit of pricing actions, which were largely offset by the impact of the more challenging
cost environment experienced in 2022.
Operating income for the Communications Solutions segment in 2022 was $1,245.7, or 22.0% of net sales,
compared to $1,023.3, or 21.2% of net sales in 2021. The increase in operating margin for the Communications
Solutions segment for 2022 compared to 2021 was primarily driven by normal operating leverage on the higher sales
volumes, combined with the benefit of pricing actions, partially offset by the impact of the more challenging costenvironment experienced in 2022.
Operating income for the Interconnect and Sensor Systems segment in 2022 was $716.5, or 18.5% of net sales,
compared to $588.1, or 17.9% of net sales in 2021. The increase in operating margin for the Interconnect and Sensor
Systems segment for 2022 compared to 2021 was primarily driven by normal operating leverage on the higher sales
volumes, combined with the benefit of pricing actions, partially offset by the impact of the more challenging costenvironment experienced in 2022.
Interest expense was $128.4 in 2022 compared to $115.5 in 2021. The increase in interest expense was driven by
the higher interest rate environment and its impact on the balance outstanding under the Company’s U.S. Commercial
Paper Program. Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to theCompany’s debt.
Provision for income taxes was at an effective rate of 22.3% in 2022 and 20.6% in 2021. Provision for income taxes
in 2022 included excess tax benefits of $56.0 from stock option exercises, partially offset by the tax effects related toacquisition-related expenses during the year. These items had the aggregate effect of decreasing the effective tax rateand increasing earnings per share by the amounts noted in the table below. 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 thesettlement of uncertain tax positions in certain non-U.S. jurisdictions, all of which were 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. 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% and 24.3% for 2022 and 2021, 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 for these years, refer to Note 6 of the Notes toConsolidated Financial Statements.
Net income from continuing operations attributable to Amphenol Corporation and Diluted EPS were $1,902.3 and$3.06, respectively, for 2022, compared to $1,569.4 and $2.51, respectively, for 2021. Excluding the effect of the 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 $1,864.7 and $3.00, respectively, for 2022, compared to $1,548.4 and $2.48, respectively, for 2021.

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, each as defined in the “Non-GAAP Financial Measures” section below) to themost directly comparable U.S. GAAP financial measures for the years ended December 31, 2022 and 2021:

Operating
IncomeReported (GAAP) . . . . . . . . . . .
Acquisition-related
expenses . . . . . . . . . . . . . . .
Excess tax benefits
related to stock-based
compensation . . . . . . . . . . . .
Discrete tax item . . . . . . . . . .
Adjusted (non-GAAP) (2) . . . . .

$ 2,585.8
21.5——$ 2,607.3

OperatingMargin (1)2022
Net Income
attributable Effective
to Amphenol
Tax
Corporation Rate (1)DilutedEPS

Operating
IncomeOperatingMargin (1)2021
Net Income
attributable
to Amphenol
Corporation

Effective
Tax
Rate (1)DilutedEPS

20.5 % $ 1,902.3

22.3 % $ 3.06 $ 2,105.1

19.4 % $ 1,569.4

20.6 % $ 2.51

0.2

18.4

(0.1)

0.6

(0.2)

—
—
20.7 % $(56.0)—
1,864.7

0.03

70.4

2.3
(0.09)————
24.5 % $ 3.00 $ 2,175.5

57.3—(63.4)(14.9)—
20.0 % $ 1,548.4

0.09

3.2
(0.10)
0.7(0.02)
24.3 % $ 2.48

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, 2023 and 2022, the Company had cash, cash equivalents and short-term investments of $1,660.2
and $1,434.2, respectively, with the majority of the Company’s cash, cash equivalents and short-term investments on
hand located outside of the United States. 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, as well as availability
under the U.S. Commercial Paper Program, the Euro Commercial Paper Program, the Revolving Credit Facility, and theTerm Loan (all of which are defined and discussed in more detail below within this Item 7). The Company believes thatthese sources of liquidity, along with access to capital markets (which the Company accessed in March 2023 inconnection with the issuance of the 2026 Senior Notes, as defined and discussed in more detail below within this Item7), provide adequate liquidity to meet both its short-term (next 12 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, as was the case with our 2023 acquisitions. The Company expects that capital
expenditures in 2024 will be in a range of 3% to 4% of net sales. The Company’s debt service requirements primarily
consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, theRevolving Credit Facility, Commercial Paper Programs and the Term Loan (all as defined below). As of December 31,
2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial
Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial
Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes, and theCompany may make additional borrowings under any of its debt instruments in the future. As a result of increases in thefederal funds rate by the U.S. Federal Reserve beginning in early 2022 and through the middle of 2023, the floatinginterest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility and Term Loan, tothe extent either are drawn upon in the future) have increased substantially over this same period, a trend that could
continue into 2024 and potentially beyond. To the extent that interest rates related to this floating rate debt increase35

further and the Company borrows under any of these floating interest rate instruments in the future, interest expense andinterest payments would increase. Although the Company does not expect changes in interest rates to have a material
effect on income or cash flows in 2024, there can be no assurance that interest rates will not change significantly fromcurrent levels.
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, 2023, 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$ 4,358.8
542.6
332.2
968.7
52.1
62.9
$ 6,317.3

Payment Due By PeriodLess than
1-3
3-5
1 yearyears
years$ 354.0 $ 1,305.2 $ 552.3
109.1
186.3
149.0
99.8
126.0
59.7
932.4
28.1
6.4
5.8
10.0
10.3
—
30.1
32.8
$ 1,531.2 $ 1,688.4 $ 777.7

More than
5 years$ 2,147.3
98.2
46.7
1.8
26.0
—
$ 2,320.0(1) The Company has excluded expected interest payments on the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper
Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented. The actual interest payments maderelated to the Company’s Revolving Credit Facility, Term Loan and both Commercial Paper Programs combined, in 2023, were approximately $17.5. 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, 2023. 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 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 to priorcontributions 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 2024. The Company did not make any voluntary contributions to its U.S. Plans in 2023 and 2022. It is not possible to reasonably estimate expected
required contributions in the above table after 2024, since several assumptions are required to calculate minimum required contributions, such as the discount rate andexpected 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 sixth installment of the Transition Tax was paid in the second quarter of 2023.
(6) As of December 31, 2023, the Company has recorded net liabilities of approximately $207.7 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
The Company has previously indicated an intention to repatriate most of its pre-2023 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-2023
foreign earnings. The Company intends to distribute certain 2023 foreign earnings and, as of December 31, 2023, has
accrued foreign and U.S. state and local taxes, where applicable, on those foreign earnings that it intends to repatriate,
and intends to indefinitely reinvest the remaining 2023 foreign earnings. The Company intends to (i) evaluate certain
post-2023 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely
reinvest all other foreign earnings. In addition, the Company paid its sixth annual installment of the Transition Tax, netof applicable tax credits and deductions, in the second quarter of 2023, and will pay the balance of the Transition Tax,
net of applicable tax credits and deductions, in annual installments over the remainder of the eight-year period ending
2025, as permitted under the Tax Act. As of December 31, 2023, the Company has not provided for deferred income
taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the Company’s
intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount oftaxes 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, 2023, 2022 and 2021, as reflected in the Consolidated Statements of Cash Flow:2023

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 increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . .

$$Year Ended December 31,
2022

2,528.7 $(1,393.7)(1,012.4)—(20.7)
101.9 $

2,174.6 $(731.1)(1,196.7)—(70.8)
176.0 $

2021

1,523.9(2,604.4)(145.1)733.0(12.3)(504.9)Note: Net cash change from discontinued operations in the table above, during the year ended December 31, 2021, includes the proceeds from thesale of the Divested MTS business, as defined and discussed in further detail in Note 11 of the Notes to Consolidated Financial Statements.

Operating Activities
The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths.
Operating Cash Flow was $2,528.7 in 2023, compared to $2,174.6 in 2022 and $1,523.9 in 2021. The increase in
Operating Cash Flow in 2023 compared to 2022 is primarily due to an overall decrease in the net components ofworking capital in 2023, as discussed in more detail below. The increase in Operating Cash Flow in 2022 compared to2021 was primarily due to both an increase in net income from continuing operations and a lower usage of cash related
to the change in working capital as discussed below.
In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash
Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases
in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 andan increase in prepaid expenses and other current assets of $34.1. In 2022, the components of working capital aspresented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact ofacquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivableof $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of$62.5, and a decrease in prepaid expenses and other current assets of $49.7. In 2021, the components of working capitalas presented on the accompanying Consolidated Statements of Cash Flow increased $496.4, excluding the impact ofacquisitions 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.
The following describes the significant changes in the amounts as presented on the accompanying Consolidated
Balance Sheets at December 31, 2023 compared to December 31, 2022. Accounts receivable decreased $12.9 to$2,618.4, driven by the decrease in days sales outstanding as noted below, which was largely offset by the impact of the
10 acquisitions (collectively, the “2023 Acquisitions”) that closed during 2023 and the effect of translation fromexchange rate changes (“Translation”) at December 31, 2023 compared to December 31, 2022. Days sales outstandingat December 31, 2023 and 2022 were 70 days and 73 days, respectively. Inventories increased $73.5 to $2,167.1, which
was primarily driven by the impact of the 2023 Acquisitions. Inventory days at December 31, 2023 and 2022 were 85
days and 86 days, respectively. Prepaid expenses and other current assets increased $69.6 to $389.6, primarily due toincreases in various prepaid expenses and other current receivables, along with the impact of the 2023 Acquisitions.
Property, plant and equipment, net, increased $110.4 to $1,314.7, primarily due to capital expenditures of $372.8, theimpact of the 2023 Acquisitions and Translation, partially offset by depreciation of $313.7 and disposals. Goodwill
increased $646.3 to $7,092.4, primarily driven by goodwill recognized as a result of the 2023 Acquisitions, along withTranslation. Other intangible assets, net, increased $100.7 to $834.8, primarily due to the recognition of certain
intangible assets related to the 2023 Acquisitions, partially offset by amortization of $86.0 associated with theCompany’s current intangible assets. Accounts payable increased $41.8 to $1,350.9, primarily due to the impact of the2023 Acquisitions. Payable days at December 31, 2023 and 2022 were 55 days and 54 days, respectively. Total accrued
expenses, including accrued income taxes, increased $83.7 to $1,448.0, primarily due to the impact of the 2023
Acquisitions and increases in certain other accrued expenses, partially offset by modest decreases in accrued salaries,
wages and employee benefits and accrued income taxes. Accrued pension and postretirement benefit obligations
increased $15.1 to $143.0.

37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, 2023, 2022 and 2021. The increases in Free Cash Flow in 2023 compared to2022, as well as in 2022 compared to 2021, were driven by the increase in Operating Cash Flow in each respective year,
as described above. 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, plantand equipment (GAAP) . . . . . . . . . . . . . . . . . . . .
Free Cash Flow (non-GAAP) . . . . . . . . . . . . . . . . .

$

$

2023

2022

2021

2,528.7 $(372.8)2,174.6 $(383.8)

1,523.9(360.4)4.0
2,159.9

5.6
1,796.4

3.7
1,167.2$$

Investing Activities
Cash flows from investing activities primarily consist of cash flows associated with capital expenditures, proceedsfrom disposals of property, plant and equipment, net purchases (sales and maturities) of short- and long-term
investments, and acquisitions.
Net cash used in investing activities from continuing operations was $1,393.7 in 2023, compared to $731.1 in 2022
and $2,604.4 in 2021. In 2023, net cash used in investing activities from continuing operations was primarily driven by
the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term
investments of $59.4. In 2022, net cash used in investing activities from continuing operations was primarily driven bycapital expenditures (net of disposals) of $378.2, the use of $288.2 to fund acquisitions, net purchases of long-term
investments of $56.0, and net purchases of short-term investments of $25.2. In 2021, net cash used in investing activities
from continuing operations was primarily driven by the use of $2,225.4 to fund acquisitions, capital expenditures (net of
disposals) of $356.7, and net purchases of short-term investments of $8.6.
Financing Activities
Cash flows from financing activities primarily consist 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 $1,012.4 in 2023, compared to $1,196.7 in
2022 and $145.1 in 2021. In 2023, net cash used in financing activities from continuing operations was primarily drivenby (i) net repayments of $632.6 related to the Company’s commercial paper programs, primarily the U.S. Commercial
Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6,(iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments
of $2.3 related to debt financing costs associated with the Company’s $350.0 principal amount of unsecured 4.750%
Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferredpurchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock optionsand (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes. In
2022, net cash used in financing activities from continuing operations was primarily driven by (i) repurchases of theCompany’s Common Stock of $730.5, (ii) dividend payments of $477.4, (iii) net repayments of $159.3, primarily under
the U.S. Commercial Paper Program, (iv) other debt repayments of $55.2, primarily related to short-term debt, and(v) distributions to and purchases of noncontrolling interests of $9.9, partially offset by (a) cash proceeds of $185.3 fromthe exercise of stock options and (b) proceeds of $50.7 primarily related to short-term borrowings. In 2021, net cashused in financing activities from continuing operations was primarily driven by (i) debt repayments of $912.6, primarily
related to the repayment of the assumed then-outstanding MTS senior notes in the second quarter of 2021 as well as theredemption of the 3.125% Senior Notes (the “2021 Senior Notes”) in the third quarter of 2021 and the redemption of the
4.00% Senior Notes (the “2022 Senior Notes”) in the fourth quarter of 2021, (ii) repurchases of the Company’s Common
Stock of $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 part of the MTS acquisition, (v) distributions to and purchases of noncontrolling interests of $18.9,

38

(vi) payments of $9.3 related to debt financing costs associated with the Company’s $750.0 principal amount of
unsecured 2.200% Senior Notes due September 15, 2031 (the “2031 Senior Notes”), and (vii) payments of $4.1
associated with the deferred 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 fundacquisitions, including MTS, and to redeem the 2021 Senior Notes and the 2022 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 fromthe 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 Commercial Paper Programs, the Revolving Credit Facility, the Term Loan, and senior notes as part of its overall
cash management strategy.
The Company has an amended and restated $2,500.0 unsecured revolving credit facility (the “Revolving Credit
Facility”). 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. As of December 31, 2023 and 2022, there were no outstanding borrowings under the Revolving Credit
Facility. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requiresthat the Company satisfy certain financial covenants. On December 31, 2023, the Company was in compliance with thefinancial covenants under the Revolving Credit Facility.
On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit
agreement (the “Term Loan”), which is scheduled to mature on April 19, 2024. The Term Loan was undrawn at closing
and may be drawn on up to five occasions over the life of the facility. The Term Loan may be repaid at any time without
premium or penalty, and, once repaid, cannot be reborrowed. If drawn upon, the proceeds from the Term Loan are
expected to be used for general corporate purposes. Interest rates under the Term Loan are based on a spread over either
the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. As of December 31,
2023, the Company had not yet drawn upon the Term Loan, and as such, there were no outstanding borrowings under theTerm Loan. The Term Loan requires payment of certain commitment fees and requires that the Company satisfy certain
financial covenants, which financial covenants are the same as those under the Revolving Credit Facility. On
December 31, 2023, the Company was in compliance with the financial covenants under the Term Loan.
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. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes,
which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding
senior notes as was the case in 2021 with (i) the third quarter 2021 redemption of the 2021 Senior Notes, of which$227.7 aggregate principal amount was then outstanding, and (ii) the fourth quarter 2021 redemption of the 2022 SeniorNotes, of which $295.0 aggregate principal amount was then outstanding. The Company borrowed under the U.S.
Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes.
During the fourth quarter of 2023, the Company repaid all of its USCP Notes then outstanding, and, as of December 31,
2023, there were no USCP Notes outstanding. As of December 31, 2022, the amount of USCP Notes outstanding was$632.8, with a weighted average interest rate of 4.69%.
The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper
program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the“Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper
notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by theCompany 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. The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes,
which may include, for example, fully or partially funding acquisitions. As of December 31, 2023 and 2022, there wereno ECP Notes outstanding.

39

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, 2023, the authorization from theCompany’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP
Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit
Facility, at any time to $2,500.0 in the aggregate. 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 of the issuances of Commercial Paper are expected to be used for general
corporate purposes. The Company reviews its optimal mix of short-term and long-term debt regularly and may replacecertain amounts of Commercial Paper, short-term debt and current maturities of long-term debt with new issuances oflong-term debt in the future.
As of December 31, 2023, the Company has outstanding senior notes (the “Senior Notes”) as follows:
Principal
AmountInterest
Rate

Maturity

$

350.0
400.0
350.0
500.0
900.0
750.0

3.20 %
2.050 %
4.750 %
4.350 %
2.80 %
2.200 %

April 2024
March 2025
March 2026
June 2029
February 2030
September 2031

€

500.0
500.0

0.750 % May 2026 (Euro Notes)
2.00 % October 2028 (Euro Notes)

On March 30, 2023, the Company issued the 2026 Senior Notes. The Company used the net proceeds from the2026 Senior Notes to repay certain outstanding borrowings under the U.S. Commercial Paper Program. On
September 14, 2021, the Company issued the 2031 Senior Notes. The Company used the net proceeds from the 2031
Senior Notes to repay certain outstanding borrowings under 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 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.
The Euro Issuer has two outstanding unsecured senior notes issued in Europe. The Euro Issuer has €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 net proceeds of which were used to repay amounts outstanding under the then existing
revolving credit facility. In addition, the Euro Issuer also has €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”, together with the2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S. Senior Notes, the “Senior Notes”), thenet proceeds of which were used to repay a portion of the outstanding amounts under our Commercial Paper Programs,with the remainder of the net proceeds being used for general corporate purposes. The Euro Notes are unsecured andrank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness and are
fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes
is payable annually. The Company may, at its option, redeem some or all of either 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, 2023, 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.
On April 27, 2021, the Board authorized a 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”). During the years ended December 31, 2023, 2022 and 2021, the Company repurchased 7.2
million, 9.9 million and 6.2 million shares of its Common Stock for $585.1, $730.5 and $457.9, respectively, under the2021 Stock Repurchase Program. Of the total repurchases made in 2023, 5.5 million shares, or $435.8, have been retired40

by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of
repurchase. Of the total repurchases made in 2022, 9.3 million shares, or $689.7, have been retired by the Company,
with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase. Of the total
repurchases made in 2021 under the 2021 Stock Repurchase Program, 5.8 million shares, or $424.9, were retired by theCompany, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase. From
January 1, 2024 through January 31, 2024, the Company did not repurchase any additional shares of its Common Stock,and, as of February 1, 2024, the Company has remaining authorization to purchase up to $226.5 of its Common Stockunder the 2021 Stock Repurchase Program. The timing and amount of any future purchases will depend on a number offactors, such as the 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 Common Stock.
In April 2018, the Board authorized a stock repurchase program under which the Company could purchase up to$2,000.0 of Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”).
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, the Company completed all purchases
authorized under the 2018 Stock Repurchase Program, and, therefore, the 2018 Stock Repurchase Program was
terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 2.8 million shares, or$184.0, were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at
the time of repurchase.
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.
On October 25, 2022, the Board approved an increase to the Company’s quarterly dividend rate from $0.20 per share to$0.21 per share, effective with dividends declared in the fourth quarter of 2022, and on October 24, 2023, the Board
approved an additional increase to the Company’s quarterly dividend rate from $0.21 per share to $0.22 per share,effective with dividends declared in the fourth quarter of 2023, 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, 2023, 2022
and 2021:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023

2022

2021

$ 0.21
0.21
0.21
0.22
$ 0.85$ 0.20
0.20
0.20
0.21
$ 0.81$ 0.145
0.145
0.145
0.20
$ 0.635

The following table summarizes the dividends declared and paid for the years ended December 31, 2023, 2022 and2021:
Dividends declared. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . . . .

2023

2022

2021

$ 507.4
500.6$ 482.6477.4$ 379.7
346.7

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 pension and postretirement
benefit plans decreased in 2023 to $106.0 from $111.1 in 2022, primarily driven by actual positive returns on plan assets
in 2023, partially offset by interest cost and the modest effect of the lower discount rates in 2023 on our projected benefit
obligations. There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans toevaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing andamount of cash contributions in the future, if any.
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.

41

Acquisitions
During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for $970.4, net of cash acquired.
Five of the acquisitions have been included in the Harsh Environment Solutions segment, three acquisitions have been
included in the Interconnect and Sensor Systems segment, and two acquisitions have been included in theCommunications Solutions segment. The 2023 Acquisitions were each funded using cash on hand or borrowings under
our Commercial Paper Programs, or a combination thereof. One of the 2023 Acquisitions, which closed in the second
quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities
assumed, exceeded the purchase price. The Company recognized a non-cash gain of $5.4 on the bargain purchaseacquisition during the year ended December 31, 2023, which has been recorded separately in the Company’s
Consolidated Statements of Income. The 2023 Acquisitions were not material, either individually or in the aggregate, to
the Company’s financial results.
During 2022, the Company completed two acquisitions (the “2022 Acquisitions”) for $288.2, net of cash acquired.
One of the 2022 Acquisitions was included in the Harsh Environment Solutions segment, and the other acquisition was
included in the Interconnect and Sensor Systems segment. The 2022 Acquisitions, which were funded through a
combination of borrowings under the U.S. Commercial Paper Program and cash on hand, were not material, either
individually or in the aggregate, to the Company’s financial results.
Acquisition-related Expenses
In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of
external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value
associated with acquired backlog resulting from three of the 2023 Acquisitions. In 2022, the Company incurred $21.5($18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization related to the value associatedwith acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs. Such acquisitionrelated expenses are presented separately in the accompanying Consolidated Statements of Income.
For further discussion of the Company’s acquisitions, refer to Note 11 of the Notes to Consolidated Financial
Statements.
Subsequent Events
On January 30, 2024, the Company entered into a definitive stock purchase agreement by and between the Company
and Carlisle Companies Incorporated (“Carlisle”), agreeing to acquire the Carlisle Interconnect Technologies (“CIT”)
business of Carlisle for an aggregate purchase price of $2,025 in cash, subject to customary post-closing adjustments.
The acquisition is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory
approvals and other customary closing conditions. The Company expects to finance the CIT acquisition through a
combination of cash on hand and debt financing, which could include borrowings under the Company’s existing credit
and/or U.S. Commercial Paper Program. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harshenvironment interconnect solutions primarily to the commercial aerospace, defense and industrial end markets. CIT’s
wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which, management
believes, are highly complementary to Amphenol’s existing interconnect and sensor solutions. If and when theacquisition is consummated, the Company expects to report the CIT business within its Harsh Environment Solutions
segment.
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 14 of theNotes to Consolidated Financial Statements.

42

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, implementing price increases can bedifficult 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 or components necessary for production due to supply chain constraints
and logistical challenges, which may include regulatory restrictions. These difficulties may also negatively impact thepricing of materials and components sourced or used by the Company. While the Company does not currently anticipate
significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationarypressures and logistical challenges may impact the cost and availability of certain raw materials and components used by
the Company and result in supply shortages for discrete raw materials or components, which could be further
exacerbated by increased commodity prices and additional inflation. For a discussion of certain risks related to inflationand costs, refer to the risk factor titled “The Company and certain of its suppliers and customers have experienced
difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials andcomponents is increasing” in Part I, Item 1A. Risk Factors 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 mitigate currency risk in a number of ways, such as locating factories inthe same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working
capital management. However, there can be no assurance that any or all such actions taken by the Company will be fully
effective in successfully managing currency risk, including in the event of a significant and sudden decline in the valueof 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 can be positively or negatively
affected by changes in foreign currency exchange rates” in Part I, Item 1A. Risk Factors 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, gains associated with bargain purchase acquisitions, and certain
discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the
impact of significant changes in tax law. Non-GAAP financial measures related to net sales exclude the impact offoreign currency exchange rates and acquisitions. Non-GAAP financial measures and their most directly comparable
U.S. GAAP financial measures presented within this Item 7 are on a continuing operations basis only and exclude any
results associated with discontinued operations. The non-GAAP financial information contained herein is included forsupplemental purposes only and should not be considered in isolation or 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 the43most directly comparable U.S. GAAP financial measures for the years ended December 31, 2023, 2022 and 2021 areincluded 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 ofIncome.
• 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 ofIncome, excluding income and expenses and their specific tax effects that are not directly related to theCompany’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 (as 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 inaccordance 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 are taken asa percentage of the respective prior year period(s) net sales. The acquisition impact 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 period(s) and/or prior comparable year period(s) presented. Such net sales related tothese acquisitions do not reflect the underlying growth of the Company on a comparative basis. Management
evaluates the Company’s sales performance based on actual sales growth in U.S. dollars, as well as ConstantCurrency Net Sales Growth (as defined above) and Organic Net Sales Growth, and believes that suchinformation 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.

44

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
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. Our revenues are derived fromcontracts with customers, which in most cases are customer purchase orders that may be governed by master sales
agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct,
is considered to be the identified performance obligation. As part of the consideration promised in each contract, theCompany 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 fixedprices, 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 beentitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes
assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes
and value-added taxes, are not included in the transaction price.
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, 2023, 2022 and 2021, 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, 2023 and 2022.
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.
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, 2023, the Company has not provided for deferredincome taxes on undistributed foreign earnings of approximately $1,350 related to certain geographies, as it is the45Company’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 tomitigate currency risk in a number of ways, such as locating factories in the same country or region in which products
are sold, hedging contracts, cost reduction and pricing actions or working capital management. However, there can be
no assurance that any or all such actions taken by the Company will be fully effective in successfully managing currency
risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of theCompany’s worldwide operations.
One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured
senior notes issued in Europe (collectively, the “Euro Notes”), each of which was issued with a principal amount of€500.0. The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000%
Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028. The Company and the Euro Issuer
also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial
Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue, outside of the UnitedStates, short-term unsecured commercial paper notes. While the Euro Notes are denominated in Euros, the Company
may borrow, from time to time, under the Revolving Credit Facility and Euro Commercial Paper Program, and suchborrowings have been and may continue to be denominated in various foreign currencies, including the Euro. Whenborrowing in foreign currencies, there can be no assurance that the Company can successfully manage changes inexchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies inwhich such borrowings are made. Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion ofdebt.
The Company also 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 incertain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2023,
the fair value 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, 2023 and 2022. The Company does46

not engage in purchasing forward contracts for trading or speculative purposes, and our derivative financial instruments
are with large financial institutions with strong credit ratings. As of December 31, 2023, the Company does not haveany 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 senior notes outstanding, in both the United States and Europe, with various
maturity dates, the most recent of which was issued in 2023. In March 2023, the Company issued $350.0 principal
amount of 4.750% 2026 Senior Notes, the net proceeds of which were used to repay certain outstanding borrowings
under the U.S. Commercial Paper Program.
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”).
Similarly, any borrowings under the two-year, $750.0 delayed draw Term Loan entered into by the Company in April of2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either thebase rate or the adjusted term SOFR. Any borrowings under the Commercial Paper Programs are subject to floatinginterest 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, 2023, the Company had no borrowings outstanding under
the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program.
However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds ofwhich were used for general corporate purposes, and the Company may make additional borrowings under any of its
debt instruments from time to time. As of December 31, 2023, less than 1% of the Company’s outstanding borrowings
were subject to floating interest rates. As of December 31, 2022, there were no outstanding borrowings under the
Revolving Credit Facility, Term Loan and Euro Commercial Paper Program, while approximately $640, or 14% of theCompany’s outstanding borrowings in 2022, primarily under the U.S. Commercial Paper Program, were subject tofloating interest rates. The Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper
Program as of December 31, 2022 was 4.69%.
As a result of increases in the federal funds rate by the U.S. Federal Reserve beginning in early 2022 and throughthe middle of 2023, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving
Credit Facility and Term Loan, to the extent either are drawn upon in the future) have increased substantially over thissame period, a trend that could continue into 2024 and potentially beyond. To the extent that interest rates related to thisfloating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the
future, interest expense and interest payments would increase. A 10% change in the interest rate at December 31, 2023
and 2022 under our Revolving Credit Facility, Term Loan or Commercial Paper Programs would not have a material
effect on interest expense. Although the Company does not expect changes in interest rates to have a material effect on
income or cash flows in 2024, there can be no assurance that interest rates will not change significantly from current
levels.

47

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, 2023 and 2022, 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, 2023, 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, 2023, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of theCompany as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States ofAmerica (generally accepted accounting principles). Also, in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2023, 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 a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations 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 and performthe 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 was maintained 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 theoverall 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 andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. 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 thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of thecompany; 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 the financial 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.

48

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements thatwas communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures thatare material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, andwe are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on theaccounts 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 theunderlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken inincome 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 uponultimate 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 toapply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $216.0
million, including penalties and interest, as of December 31, 2023.
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 andconsidered in management’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 7, 2024
We have served as the Company’s auditor since 1997.

49

AMPHENOL CORPORATION
Consolidated Statements of Income(dollars and shares in millions, except per share data)
Year Ended December 31,
2023
2022
2021

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), 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 to Amphenol 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 . . . . . . . . . . . . . . . . .

$ 12,554.7 $ 12,623.0 $ 10,876.3
8,470.6
8,594.8
7,474.5
4,084.1
4,028.2
3,401.8
34.6
21.5
70.4
1,489.9
1,420.9
1,226.3
2,559.6
2,585.8
2,105.1$$$$

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.

50(128.4)—10.0
2,467.4(550.6)
1,916.8(115.5)—(0.4)
1,989.2(409.1)
1,580.1(17.5)
1,928.0(14.5)
1,902.3(10.7)
1,569.4——
21.4$ 1,928.0 $ 1,902.3 $ 1,590.8

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 . . . . . . . . . . . . . . .

(139.5)5.4
29.3
2,454.8(509.3)
1,945.5$

3.23 $—
3.23 $

3.19 $—
3.19 $

2.62
0.04
2.66

596.5

596.2

597.9

3.11 $—
3.11 $

3.06 $—
3.06 $

2.51
0.03
2.54

620.6

621.0

625.5

0.85 $

0.81 $

0.635

AMPHENOL CORPORATION
Consolidated Statements of Comprehensive Income(dollars in millions)Year Ended December 31,
2023
2022
2021

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 . . . . . . . . . . . . . . . . . . . . . . .

$ 1,945.5$ 1,916.8$ 1,580.1—$ 1,945.5—$ 1,916.8

21.4$ 1,601.5

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

(0.9)
—
1.1
0.2

(265.2)(0.1)
11.8(253.5)(64.6)
—
57.8
(6.8)

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

1,945.7

1,663.3

1,594.7

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

(16.3)(9.5)(12.3)

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

$ 1,929.4$ 1,653.8$ 1,582.4

See accompanying notes to consolidated financial statements.

51

AMPHENOL CORPORATION
Consolidated Balance Sheets(dollars and shares in millions, except per share data)
December 31,
2023
2022

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 $68.4 and$63.9, respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$$1,475.0
185.2
1,660.2$

1,373.1
61.1
1,434.2

2,618.4
2,167.1
389.6
6,835.3

2,631.3
2,093.6
320.0
6,479.1

1,314.7
7,092.4
834.8
449.2
16,526.4

1,204.3
6,446.1
734.1
462.6$ 15,326.2

1,350.9
412.8
166.0
131.7
737.5
353.8
3,152.7$

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,309.1
416.7
169.5
124.9
653.2
2.7
2,676.1

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 14)

3,983.5
143.0
367.0
453.7
8,099.9

4,575.0
127.9
409.8
443.3
8,232.1

Redeemable noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30.7

20.6

0.6
3,101.2
5,921.1

0.6
2,650.4
4,979.4(142.8)(533.6)
8,346.5(79.8)(535.0)7,015.6

49.3
8,395.8
16,526.4

57.9
7,073.5$ 15,326.2

Equity:Class A Common Stock, $0.001 par value, 2,000.0 shares authorized; 600.6
shares issued and 598.9 shares outstanding at December 31, 2023; 596.0
shares issued and 594.8 shares outstanding at December 31, 2022 . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost; 1.7 shares and 1.2 shares as of December 31, 2023
and 2022, respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity attributable to Amphenol Corporation . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities, Redeemable Noncontrolling Interests and Equity . . . . . . . . . . . . . . . . . . .
See accompanying notes to consolidated financial statements.

52$

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

Balance as of January 1, 2021 . . . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . .
Acquisitions resulting innoncontrolling interests . . . . . . . . . .
Purchase of noncontrolling interest . . .
Distributions to shareholders of
noncontrolling interests . . . . . . . . . .
Purchase of treasury stock . . . . . . . . .
Retirement of treasury stock . . . . . . .
Stock options exercised . . . . . . . . . . .
Dividends declared ($0.635 percommon share) . . . . . . . . . . . . . . . .
Stock-based compensation expense. . .
Balance as of December 31, 2021 . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . .
Purchase of noncontrolling interest . . .
Distributions to shareholders
of noncontrolling interests . . . . . . . .
Purchase of treasury stock . . . . . . . . .
Retirement of treasury stock . . . . . . .
Stock options exercised . . . . . . . . . . .
Dividends declared ($0.81 percommon share) . . . . . . . . . . . . . . . .
Stock-based compensation expense. . .
Balance as of December 31, 2022 . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . .
Acquisitions resulting innoncontrolling interests . . . . . . . . . .
Distributions to shareholders of
noncontrolling interests . . . . . . . . . .
Purchase of treasury stock . . . . . . . . .
Retirement of treasury stock . . . . . . .
Stock options exercised . . . . . . . . . . .
Dividends declared ($0.85 percommon share) . . . . . . . . . . . . . . . .
Stock-based compensation expense. . .
Balance as of December 31, 2023 . . .

Stockholders’ equity attributable to Amphenol Corporation
Accumulated
Redeemable
Additional
Other
NonNonCommon Stock Treasury Stock
Paid-in Retained Comprehensive controlling
Total
controlling
Interests
Shares Amount Shares Amount Capital Earnings
Loss
Interests (1) Equity
600.7 $
0.6
(2.0) $ (111.1) $ 2,068.1 $ 3,705.4 $(278.1) $67.0 $ 5,451.9 $—
1,590.8
10.7
1,601.5
—
(8.4)
1.6
(6.8)
—
4.1

(8.6)
8.6

—
—

(9.3)
8.6
1.1

(661.7)
608.9
63.9

253.8

(100.0)83.0
2,409.0

1.8(15.3)

1.8(11.2)

(7.7)

(7.7)
(661.7)—289.0(608.9)(28.7)(379.7)

600.7

0.6

(1.6)

4,278.9
1,902.3(286.5)(248.5)

(1.8)

58.1
12.9
(5.0)
(2.8)
(5.3)

(9.3)
4.6

—
—

(9.9)
9.3
1.0

(730.5)
689.7
61.0

153.7

(79.8)

89.5
2,650.4(689.7)(29.5)(482.6)

596.0

0.6

(1.2)

4,979.4
1,928.0(535.0)
1.4

(5.5)
10.1

600.6 $

—
—

(7.2)
5.5
1.2

(585.1)
435.8
86.3

0.6

(507.4)99.0(1.7) $ (142.8) $ 3,101.2 $ 5,921.1 $(1) Excludes redeemable noncontrolling interests.

See accompanying notes to consolidated financial statements.

53

351.8

(435.8)(43.1)(533.6) $(379.7)83.0
6,360.1
1,915.2(253.5)
(4.6)

19.0

19.0
1.6
—

(5.3)
(730.5)
—
185.2

57.9
15.6
(1.2)

(482.6)89.5
7,073.5
1,943.6
0.2

20.6
1.9
—

1.0

1.0

8.2

(24.0)(24.0)(585.1)—395.0(507.4)99.0
49.3 $ 8,395.8 $30.7

AMPHENOL CORPORATION
Consolidated Statements of Cash Flow(dollars in millions)2023

Cash from operating activities:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income from continuing operations to net cash
provided by operating activities from continuing operations:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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,
2022
2021

1,945.5$

1,916.8$

1,580.1

406.4
99.0(58.8)
(5.4)

392.9
89.5
(4.7)
—

395.6
83.0
(29.6)
—

146.4
71.4
(34.1)(34.6)
7.7
(7.0)
(0.3)
(7.5)
2,528.7—
2,528.7(273.1)(278.5)
49.7
62.5
77.6
168.7
(0.4)
(26.4)
2,174.6—
2,174.6(398.4)(263.0)(20.2)
131.7
(6.9)
60.4
5.8
(14.6)
1,523.9
16.2
1,540.1

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

(372.8)4.0(305.7)246.3(970.4)4.9(1,393.7)—(1,393.7)(383.8)5.6(309.4)228.2(288.2)16.5(731.1)—(731.1)(360.4)
3.7(164.5)155.9(2,225.4)(13.7)(2,604.4)
716.9(1,887.5)

Cash from financing activities:
Proceeds from issuance of senior notes and other long-term debt . . . . . . . . . . . . . . . . . .
Repayments of senior notes and other long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Repayments) borrowings under commercial paper programs, net. . . . . . . . . . . . . . . . . .
Payment of costs related to debt financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

354.9(15.7)——(632.6)(2.3)(1.5)(585.1)394.5(24.0)(500.6)—(1,012.4)—(1,012.4)

5.8(10.3)
44.9(44.9)(159.3)(0.4)—(730.5)185.3(9.9)(477.4)—(1,196.7)—(1,196.7)

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)

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

(20.7)(70.8)(12.3)Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

101.9
1,373.1
1,475.0

176.0
1,197.1
1,373.1(504.9)1,702.0
1,197.1

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

See accompanying notes to consolidated financial statements.

54

$

$

129.2
560.4

$

$

123.7
477.7

$

$

111.9
445.6

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.
The Company aligns its businesses into the following three reportable business segments:• Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets 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, defense, 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 aerospaceand defense 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 usedin the automotive, industrial, information technology and data communications, mobile networks, defense andcommercial aerospace end markets.
The Company began reporting under these reportable segments in connection with its Quarterly Report on Form 10Q for the quarterly period ended March 31, 2022 and for each quarterly and annual period thereafter. All segment
information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements ispresented in accordance with the three reportable business segments. Refer to Note 13 herein for further details related
to the Company’s reportable business segments.
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 the55

effective 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.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less.
The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.
Short-term and Long-term Investments
Short-term investments primarily consist of certificates of deposit with original or remaining maturities of twelve
months or less. Long-term investments primarily consist of certificates of deposit with original and remaining maturities
of more than twelve months. The carrying amounts of these short-term and long-term investments approximate theirrespective fair values, the vast majority of which are in non-U.S. bank accounts. Short-term investments are presented
separately as its own line item on the Consolidated Balance Sheets. Long-term investments are recorded in Other longterm assets on the Consolidated Balance Sheets.
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 periodicallyreviews 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 2023,
2022 or 2021 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 primarily
consist 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 real56

estate 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). We 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. As
a result of the change in the reporting segment structure that went in effect on January 1, 2022, the Company utilized therelative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect
Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products andSolutions segment was allocated in full to the Communications Solutions segment. The Company concluded that there
were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate thateither of the Company’s legacy reporting unit’s carrying amount may be impaired. Therefore, no goodwill impairment
assessment was deemed necessary related to the legacy reporting units prior to the change.
The Company continues to perform its evaluation for the impairment of goodwill associated with the Company’s
reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change thatwould indicate that a reporting 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. The Company continues to define its
reporting units as the three reportable business segments. Prior to the segment structure change and throughDecember 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect
Products and Assemblies” and “Cable Products and Solutions”.
In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting
units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in
effect. In the third quarter of 2023 and 2022, as part of its annual evaluations, the Company utilized the option to firstassess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment
assessment. As part of these assessments, 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 accordancewith applicable 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, 2023 and 2022, the Company determined that it was more
likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a57

quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessments as ofJuly 1, 2023 and 2022.
The Company has not recognized any goodwill impairment in 2023, 2022 or 2021 in connection with its annual
impairment assessments. Refer to Note 12 herein for further details related to the carrying amount of goodwill bysegment.
Intangible Assets
Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired
backlog 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 made by management. The Company assesses and reviews its identifiableintangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances 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 2023,
the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its
assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible
assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s
intangible assets in 2023, 2022 or 2021 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 and noncontrolling interests assumed
based on estimated fair values, 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 ofassets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.
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 (a) 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, (b) the completed sale is probable within one year, and (c) 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 further information related to the Company’s discontinued operations, refer to Note 11 herein.
Revenue Recognition
The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount thatreflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast
majority of our sales are recognized 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 as58

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 topayment, including a reasonable profit margin, from the customer for performance completed to date. Refer to Note 13
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, 2023, 2022 and
2021, 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,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, 2023
and 2022.
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, 2023 and 2022.
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, 2023 and 2022.

59

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, 2023, 2022 and 2021.
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 Communications 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, 2023 and 2022. Contract assets and contract liabilities recorded in the Consolidated Balance Sheets
were not material as of December 31, 2023 and 2022.
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, 2023 and 2022, and the related amortization expense was not material for the years
ended December 31, 2023, 2022 and 2021.
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.

60

Stock-Based Compensation
The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of theaward at the date of grant and recognizes compensation expense over the service period that the awards are expected tovest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis overthe vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures,
which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ fromsuch estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount ofexpense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in
Selling, general and administrative expenses in the accompanying 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, 2023, the Company has not provided for deferredincome taxes on undistributed foreign earnings of approximately $1,350 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 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
in the accompanying Consolidated Statements of Income.
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 $342.2, $323.6,
and $317.7, for the years 2023, 2022 and 2021, respectively, and are included in Selling, general and administrative
expenses in the accompanying Consolidated Statements of Income.

61

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. The Company assesses its
environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site
assessments, feasibility studies and formal remedial design and action plans.
Net Income per Common Share
Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by theweighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing
net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares,
including dilutive common shares, the dilutive effect of which relates to stock options. Diluted earnings per commonshare assumes the exercise of outstanding dilutive stock options using the treasury stock method. Refer to Note 8 of theNotes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares
outstanding to diluted 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.
Redeemable Noncontrolling Interests
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. Due to its
redeemable features that are outside the control of the Company, the redeemable noncontrolling interest is and willcontinue to be reported in the mezzanine section in the Consolidated Balance Sheets for as long as the put option is
exercisable by the option holder. The carrying amount of the redeemable noncontrolling interest, initially valued at fairvalue as part of acquisition accounting, is adjusted each reporting period to equal the greater of the (i) redemption valueor (ii) carrying value of the noncontrolling interest, adjusted each reporting period for income or loss attributable to thenoncontrolling interest and any distributions made to date. The redemption value is generally calculated based on amultiple of earnings. Any measurement adjustments, if applicable, to the redeemable noncontrolling interest arerecognized in Additional paid-in capital in the Consolidated Balance Sheets. Refer to Note 5 herein for further details
related to the redeemable noncontrolling interests.
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, 2023, 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.

62

Cash Flow Hedges
From time to time, the Company utilizes derivative financial instruments in the management of interest rate andforeign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure toforeign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of
December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts. 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 the Consolidated Statements of Income in a manner thatmatches 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 designated hedging 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, from time to time, the Company enters into foreign exchange
forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate
earnings to the United States. As of December 31, 2023, there were no outstanding net investment hedge contracts. As
of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil
and $75, 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) andrecorded 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 is either 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 notmaterial for the years ended December 31, 2023, 2022 and 2021.
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, 2023, 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
In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update(“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC
606 to recognize and measure contract assets and contract liabilities in a business combination. The intent of ASU 202108 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 contract liability is recognized by theacquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets andcontract liabilities from revenue contracts in a business combination. ASU 2021-08 and its amendments were 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. The Company adopted ASU 2021-08 on January 1, 2023. ASU 2021-08 did not have a material impact
on our acquisitions during 2023, and its impact on our financial condition, results of operations or cash flows going
forward will be dependent upon the nature of any future business combinations.
In September 2022, the FASB issued ASU No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 40550): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring

63

entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchaseof goods and services. The intent of ASU 2022-04 is to enhance transparency of these programs by requiring entities todisclose (i) the key terms of the program(s), including the payment terms and assets pledged as security or other forms ofguarantees, (ii) the amount of obligations outstanding at the end of the reporting period and a description of where thoseobligations are presented on the balance sheet, and (iii) annual rollforward information of the activity of such obligations
during the reporting period. ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal
years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which will beeffective for fiscal years beginning after December 15, 2023. Disclosure requirements under ASU 2022-04 must be
applied retrospectively covering each period for which a balance sheet is presented, with the exception of the rollforward
information which shall be applied prospectively. The Company completed its evaluation of ASU 2022-04, which did
not have a material impact on its consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements toReportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280. The intent of ASU 2023-07 is to improvethe disclosures around a public entity’s reportable segments and address requests from investors for additional, moredetailed information about a reportable segment’s expenses, by requiring entities to disclose on an annual and interim
basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”)
and included within each reported measure of segment profit or loss and (ii) an amount for other segment items byreportable segment and a description of its composition, which represents the difference between segment revenue lesssegment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.
Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets
currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting
additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance anddeciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the
CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how toallocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently
evaluating the potential impact of ASU 2023-07 on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate
reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new
disclosure requirements will provide more transparency regarding income taxes companies pay in the United States andother countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure
requirements, such that users of financial statements can get better information about how the operations, related tax
risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flowprospects. ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption
permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments
under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The
Company is currently evaluating the potential impact of ASU 2023-09 on its consolidated financial statements anddisclosures.
Note 2—Inventories
The components of Inventories are comprised of:December 31,
2023
2022

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

64$ 964.7
562.3
640.1$ 2,167.1

$

929.9
556.0
607.7
$ 2,093.6

Note 3—Property, Plant and Equipment, Net
The components of Property, plant and equipment, net are summarized as follows:
December 31,
2023
2022

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

$33.9 $
30.2
483.9
428.9
2,628.4
2,377.3
430.3
387.2
3,576.5
3,223.6(2,261.8) (2,019.3)$ 1,314.7 $ 1,204.3

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $313.7, $306.1 and $302.9,
respectively.
Note 4—Long-Term Debt
Long-term debt consists of the following:

Maturity

Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Commercial Paper Program (less unamortizeddiscount of nil and $1.0 at December 31, 2023 and2022, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Euro Commercial Paper Program . . . . . . . . . . . . . . . . . . . . . . . .
Term Loan Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.20% Senior Notes (less unamortized discount of nil
and $0.1 at December 31, 2023 and 2022, respectively) . . . . . .
2.050% Senior Notes (less unamortized discount of $0.2
and $0.3 at December 31, 2023 and 2022, respectively) . . . . . .
4.750% Senior Notes (less unamortized discount of $0.9
at December 31, 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.750% Euro Senior Notes (less unamortized discount of $0.9
and $1.3 at December 31, 2023 and 2022, respectively) . . . . . .
2.000% Euro Senior Notes (less unamortized discount of $1.3
and $1.5 at December 31, 2023 and 2022, respectively) . . . . . .
4.350% Senior Notes (less unamortized discount of $0.2
and $0.3 at December 31, 2023 and 2022, respectively) . . . . . .
2.800% Senior Notes (less unamortized discount of $0.4
and $0.5 at December 31, 2023 and 2022, respectively) . . . . . .
2.200% Senior Notes (less unamortized discount of $2.1
and $2.4 at December 31, 2023 and 2022, respectively) . . . . . .
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: unamortized deferred debt issuance costs. . . . . . . . . . . . . .
Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2023
December 31, 2022
Carrying Approximate Carrying Approximate
Amount Fair Value (1) Amount Fair Value (1)November 2026 $

— $

— $

— $

November 2026
November 2026
April 2024

—
—
—

—
—
—

632.8
—
—

632.8
—
—

April 2024

350.0

348.4

349.9

342.7

March 2025

399.8

386.8

399.7

376.3

March 2026

349.1

350.6

—

—

May 2026

551.7

523.4

533.4

491.7

October 2028

551.4

531.4

533.2

491.5

June 2029

499.8

497.2

499.7

477.7

February 2030

899.6

817.6

899.5

769.2

September 2031
2024-2031

747.9
9.5
(21.5)
4,337.3353.8$ 3,983.5 $

629.9
747.6
9.5
6.9
—
(25.0)
4,094.8
4,577.7352.2
2.7
3,742.6 $ 4,575.0 $

—

596.2
6.9
—
4,185.0
2.7
4,182.3(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
The Company has an amended and restated $2,500.0 unsecured revolving credit facility (the “Revolving Credit
Facility”). 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

65

Overnight Financing Rate (“SOFR”). The Company may utilize the Revolving Credit Facility for general corporate
purposes. As of December 31, 2023 and 2022, 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,
primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). Any
outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying
Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency andcommitment fees and requires that the Company satisfy certain financial covenants.
Term Loan Credit Facility
On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit
agreement (the “Term Loan”), which is scheduled to mature on April 19, 2024. The Term Loan was undrawn at closing
and may be drawn on up to five occasions over the life of the facility. The Term Loan may be repaid at any time without
premium or penalty, and, once repaid, cannot be reborrowed. If drawn upon, the proceeds from the Term Loan are
expected to be used for general corporate purposes. Interest rates under the Term Loan are based on a spread over either
the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The carrying value ofany borrowings under the Term Loan would approximate their fair value, primarily due to its market interest rates, andwould be classified as Level 2 in the fair value hierarchy (Note 5). As of December 31, 2023, the Company had not yet
drawn upon the Term Loan, and as such, there were no outstanding borrowings under the Term Loan. The Term Loanrequires payment of certain commitment fees and requires that the Company satisfy certain financial covenants, which
financial covenants are the same as those under the Revolving Credit Facility.
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. The Company utilizes borrowings
under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or
partially funding acquisitions as discussed in Note 11 herein, as well as repaying certain outstanding senior notes as was
the case in 2021 with (i) the third quarter 2021 redemption of its unsecured 3.125% Senior Notes (the “2021 SeniorNotes”), of which $227.7 aggregate principal amount was then outstanding, and (ii) the fourth quarter 2021 redemptionof its unsecured 4.00% Senior Notes (the “2022 Senior Notes”), of which $295.0 aggregate principal amount was thenoutstanding. As of December 31, 2022, the amount of USCP Notes outstanding was $632.8, with a weighted averageinterest rate of 4.69%. In the first quarter of 2023, the Company used net proceeds from the 2026 Senior Notes (asdefined below) to repay certain outstanding borrowings under the U.S. Commercial Paper Program. The Company
borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used forgeneral corporate purposes. During the fourth quarter of 2023, the Company repaid all of its USCP Notes thenoutstanding, and, as of December 31, 2023, there were no USCP Notes outstanding.
The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper
program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the“Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper
notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by theCompany and are to be issued outside of the United States. The maturities of the ECP Notes will vary but may notexceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the commercial paper market
and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or
floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum
aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Company utilizes borrowings under
the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partiallyfunding acquisitions. In the first quarter of 2023, the Company used borrowings under its Euro Commercial Paper
Program, along with cash on hand, to fund an acquisition. These borrowings under the Euro Commercial Paper Program
were repaid in their entirety by the end of the first quarter of 2023. As of December 31, 2023 and 2022, there were no
ECP Notes outstanding.

66

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, 2023, the authorization from theCompany’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP
Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit
Facility, at any time to $2,500.0 in the aggregate. 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 of the issuances of Commercial Paper are expected to be used for general
corporate purposes. Any outstanding Commercial Paper is classified as long-term debt in the accompanying
Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a longterm basis using the Company’s Revolving Credit Facility. The carrying value of Commercial Paper approximates its
fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).
U.S. Senior Notes
On March 30, 2023, the Company issued $350.0 principal amount of unsecured 4.750% Senior Notes due March 30,
2026 at 99.658% of face value (the “2026 Senior Notes”). The 2026 Senior Notes are unsecured and rank equally inright of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on the 2026
Senior Notes is payable semiannually on March 30 and September 30 of each year, commencing on September 30,
2023. The Company may redeem, from time to time at its option, some or all of the 2026 Senior Notes at a redemption
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, thedate of redemption, plus a make-whole premium. The Company used the net proceeds from the 2026 Senior Notes torepay certain outstanding borrowings under the U.S. Commercial Paper Program.
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 and the Euro Issuer’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 timeby 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 June 15, 2031, the Company may, at its option, redeem
some or 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 the net
proceeds from the 2031 Senior Notes to repay certain outstanding borrowings under 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 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, which include paying 100% of theprincipal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a
make-whole premium.
Euro Senior Notes
The Euro Issuer has two outstanding unsecured senior notes issued in Europe. The Euro Issuer has €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 net proceeds of which were used
to repay amounts outstanding under the then existing revolving credit facility. The Euro Issuer also has €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 Senior Notes”, together with the 2026 Euro Notes,
the “Euro Notes”, and the Euro Notes, together with the U.S. Senior Notes, the “Senior Notes”), the net proceeds ofwhich were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with theremainder 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 other unsecured senior indebtedness and are fully
and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on the 2026 Euro Notes and 2028
Euro Notes is payable annually on May 4 and October 8 of each year, respectively. The Company may, at its option,
redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include

67

paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date ofredemption, and, with certain exceptions, a make-whole premium.
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 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 31,2023) over each of the next five years ending December 31 and thereafter, is as follows:
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 354.0
402.2
903.0
0.6
551.7
2,147.3$ 4,358.8

As of December 31, 2023, the Company had approximately $55.4 of uncommitted standby letter of credit facilities,of which $40.9 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.
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

Quoted prices for identical instruments in active markets.

Level 2

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

Level 3Significant inputs to the valuation model are unobservable.

The Company’s assets and liabilities currently subject to such standards with fair value disclosure requirements areprimarily (i) debt instruments, (ii) pension plan assets, and (iii) assets acquired and liabilities and noncontrolling interests
assumed as part of acquisition accounting, which are discussed in Note 4, Note 9 and Note 11, respectively, herein,along with short- and long-term investments and derivative instruments, discussed below. Substantially all of theCompany’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in thefair value hierarchy. The vast majority of the Company’s existing long-term investments have original maturities of two
years. The carrying amounts of these short- and long-term instruments, the vast majority of which are in non-U.S. bankaccounts, approximate their respective fair values. The Company’s derivative instruments primarily consist of foreignexchange forward contracts, which are valued using bank quotations based on market observable inputs such as forward
and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The impact of the credit risk related tothese derivative financial assets is immaterial.

68The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriateclassification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, theability to observe valuation inputs. The fair values of the Company’s financial and non-financial assets and liabilities
subject to such standards at December 31, 2023 and December 31, 2022 are as follows:

2023

Short-term investments . . . . . . . . . . . . . . . . . .
Long-term investments . . . . . . . . . . . . . . . . . .
Forward contracts . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interests . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

$

$

185.2
0.4
(0.5)
(30.7)
154.4

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

Significant
Unobservable
Inputs(Level 3)

$

$

$

—
—
—
—
—

$

$

185.2
0.4
(0.5)
—
185.1

$

—
—
—
(30.7)(30.7)

2022

Short-term investments . . . . . . . . . . . . . . . . . .
Long-term investments . . . . . . . . . . . . . . . . . .
Forward contracts . . . . . . . . . . . . . . . . . . . . . .
Redeemable noncontrolling interests . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

61.1
50.8
1.5
(20.6)
92.8

$

$

—
—
—
—
—

$

$

61.1
50.8
1.5
—
113.4

$

$

—
—
—
(20.6)(20.6)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, 2023, the Company had no outstanding foreignexchange forward contracts accounted for as either net investment hedges or cash flow hedges. As of December 31,
2023, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding
foreign exchange forward contracts that are not designated as hedging instruments. As of December 31, 2022, the fairvalue of such foreign exchange forward contracts in the table above consisted primarily of (i) one outstanding foreignexchange forward contract accounted for as a net investment hedge and (ii) various outstanding foreign exchange
forward contracts that are not designated as hedging instruments. As of December 31, 2022, the Company had nooutstanding foreign exchange forward contracts accounted for as cash flow hedges. As of December 31, 2023 and 2022,
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.
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 interests recorded on the accompanying Consolidated Balance
Sheets relate to recent acquisitions, which, based on the terms of the respective acquisition agreements, will remain in
temporary equity until the applicable put option is either fully exercised or expires. The redemption value of theredeemable noncontrolling interests is generally calculated using Level 3 unobservable inputs based on a multiple ofearnings, which, for the redeemable noncontrolling interests currently outstanding, approximate fair value. As such, theredemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrollinginterests on the Consolidated Balance Sheets as of December 31, 2023 and 2022. A rollforward of the Redeemablenoncontrolling interests for the years ended December 31, 2023, 2022 and 2021 is included in the accompanying
Consolidated Statements of Changes in Equity.
With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition
accounting, the Company does not have any other significant financial or non-financial assets and liabilities that aremeasured at fair value on a non-recurring basis. For further discussion and related policies regarding the Company’s
short- and long-term investments, derivative financial instruments, and redeemable noncontrolling interests, refer toNote 1 herein.

69

Note 6—Income Taxes
The components of income from continuing operations before income taxes and the provision for income taxes are
as follows:Year Ended December 31,
2023
2022
2021

Income from continuing operations before income taxes:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

521.9
1,932.9$ 2,454.8$

442.3
2,025.1$ 2,467.4$

Current tax provision (benefit):
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

86.8
351.9
438.7

(31.5)
26.8(4.7)
550.6 $

(35.4)
5.8(29.6)
409.1

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

$

55.1
513.0
568.1

(10.0)(48.8)(58.8)
509.3 $

97.7
457.6
555.3

407.3
1,581.9$ 1,989.2

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017. As aresult, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of theaccumulated unremitted earnings and profits of the Company’s foreign subsidiaries. In the second quarter of 2023, theCompany paid its sixth 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 ofthe eight-year period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition
Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Consolidated Balance
Sheets as of December 31, 2023 and 2022. 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
prior accumulated unremitted earnings from certain foreign subsidiaries over time. We will pay such taxes when those
respective earnings are repatriated.
At December 31, 2023, the Company had $177.3 of foreign tax loss carryforwards, $101.7 of U.S. state tax loss
carryforwards and $9.1 of U.S. federal tax loss carryforwards, of which $5.2, $101.7 and $9.1, respectively, will either
expire or be refunded at various dates through 2043 and the balance can be carried forward indefinitely. At
December 31, 2023, the Company had $17.6 of U.S. state tax credit carryforwards and $2.3 of U.S. federal tax credit
carryforwards, of which $11.7 and $2.3, respectively, will either expire or be refunded at various dates through 2043 andthe balance can be carried forward indefinitely.
A valuation allowance of $46.6 and $42.2 at December 31, 2023 and 2022, 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 $4.4 in 2023, which was primarily driven by U.S. state and foreign net
operating loss carryforwards. The valuation allowance for deferred tax assets decreased by $2.7 in 2022, which was
primarily driven by foreign currency exchange.

70Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed
below:
Year Ended December 31,
2023
2022
2021

U.S. statutory federal tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local taxes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21.0 %
0.6
2.2
—
(3.4)

21.0 %
0.6
2.3
0.5
(2.3)

21.0 %
0.8
1.8
0.6
(3.2)

—
0.3
20.7 %—
0.2
22.3 %(0.7)
0.3
20.6 %

The components of the Company’s deferred tax assets and liabilities are comprised of the following:
December 31,
2023
2022

Deferred tax assets relating to:
Accrued liabilities and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating loss, interest, and tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets, net of valuation allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

78.0 $
70.7
76.9
16.7
86.0
45.1
373.4
(46.6)
326.8

72.4
66.6
57.4
15.0
77.8
42.9
332.1
(42.2)
289.9

270.5
130.9
70.7
123.2
595.3

251.7
140.3
66.6
154.2
612.8

Net deferred tax liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

268.5

$

322.9

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

98.5
367.0
268.5

$

86.9
409.8
322.9

$

$

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the
beginning and end of the year for 2023, 2022 and 2021 is shown below.
2023

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 . . . . . . . . . .

71

2022

2021

$ 164.1 $ 147.7 $ 135.3
3.8
12.8
6.5
8.4
4.9
8.2
(1.0)
(0.4)
—
(1.1)
(0.9)
(2.3)
$ 174.2 $ 164.1 $ 147.7

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision forincome taxes. During the years ended December 31, 2023, 2022 and 2021, the provision for income taxes included a net
expense (benefit) of $5.8, $0.8 and ($4.6), respectively, in estimated interest and penalties. As of December 31, 2023,
2022 and 2021, the liability for unrecognized tax benefits included $41.8, $35.8 and $34.5, 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, 2023 and2022, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact theeffective tax rate, was approximately $208.6 and $194.4, respectively. Unrecognized tax benefits are reviewed on an
ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closingof statutes of limitations. Based on information currently available, management anticipates that over the next 12-month
period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax
benefits of approximately $35.4.
Inflation Reduction Act of 2022
On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the“IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative
minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.
Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period ofenactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.
The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material
impact on the Company during the year ended December 31, 2023. While the full impact of these provisions in the
future depends on several factors, including interpretive regulatory guidance, which has not yet been released, theCompany does not currently believe that the provisions of the IRA, including several other non-tax related provisions,will have a material impact on its financial condition, results of operations, liquidity and cash flows.
Note 7—Equity
Stock-Based Compensation:
For the years ended December 31, 2023, 2022 and 2021, the Company’s Income from continuing operations before
income taxes was reduced for stock-based compensation expense of $99.0, $89.5 and $83.0, 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, 2023, 2022 and 2021, the Company recognized aggregate
income tax benefits (associated with stock-based compensation) of $92.4, $64.8 and $71.7, respectively, in Provision forincome taxes in the accompanying Consolidated Statements of Income. These aggregate income tax benefits during theyears ended December 31, 2023, 2022 and 2021 include excess tax benefits of $82.4, $56.0 and $63.4, 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, 2023, there were 31,280,607 shares of Class
A Common Stock (“Common Stock”) available for the granting of additional stock options under the 2017 Option Plan.

72

Prior to the approval of 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 Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years fromthe date of grant and are generally exercisable over a period of 10 years from the date of grant.
Stock option activity for 2021, 2022 and 2023 was as follows:

Weighted
Average
Exercise Price

Options

Options outstanding at January 1, 2021 . . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2021 . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2022 . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding at December 31, 2023 . . . . . . . . . . . . .
Vested and non-vested options expected to vest
at December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercisable options at December 31, 2023 . . . . . . . . . . . . .

67,985,648 $
7,543,589(9,692,199)(536,290)
65,300,748
7,090,798(5,627,389)(629,120)
66,135,037
6,065,514(11,253,331)(557,058)
60,390,162 $

37.58
66.65
29.87
48.00
42.00
68.95
32.89
51.82
45.57
75.99
35.11
58.31
50.45

58,703,071
37,866,181

50.06
42.88

$
$

Weighted
Average
Remaining
ContractualTerm (in years)

Aggregate
Intrinsic
Value(in millions)

6.79

6.47

6.03

5.81

$

2,939.5

5.75
4.66

$
$

2,880.6
2,129.9

A summary of the status of the Company’s non-vested options as of December 31, 2023 and changes during theyear then ended is as follows:

Options

Non-vested options at January 1, 2023 . . . . . . . . . . . . . . . . . .
Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested options at December 31, 2023 . . . . . . . . . . . . . . . .

Weighted Average
Fair Valueat Grant Date

26,721,012 $6,065,514(9,705,487)(557,058)
22,523,981 $

11.04
21.42
9.28
12.17
14.57

The weighted average fair value at the grant date of options granted during 2022 and 2021 was $16.79 and $13.27,
respectively.
During the years ended December 31, 2023, 2022 and 2021, the following activity occurred under the Company’s
option plans:2023

Total intrinsic value of stock options exercised . . . . . . . . . . .
Total fair value of stock options vested . . . . . . . . . . . . . . . . .

$

559.6
90.0

2022

$

245.1
79.9

2021

$

430.9
71.7

As of December 31, 2023, the total compensation cost related to non-vested options not yet recognized wasapproximately $250.3, with a weighted average expected amortization period of 3.36 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.

73

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
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 . . . . .

2023

2022

2021

3.8 %
4.9 years
28.0 %
1.0 %2.7 %
4.8 years
25.9 %
1.0 %0.7 %4.7 years
25.0 %
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 expired on May 22, 2022. The 2012
Directors Restricted Stock Plan was administered by the Board. Grants under the 2012 Directors Restricted Stock Plan
entitled the holder to receive shares of the Company’s Common Stock without payment. Restricted shares granted underthe 2012 Directors Restricted Stock Plan vested on the earlier of the first anniversary of the date of grant or the day
immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of
grant.
On May 17, 2023, 21,312 shares of restricted stock previously granted to non-employee directors vested inaccordance with their terms. As of December 31, 2023, no additional shares of restricted stock are outstanding under the2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional
shares of restricted stock will be granted thereunder.
Restricted share activity for 2021, 2022 and 2023 was as follows:
Fair Valueat Grant
Date

Restricted
SharesRestricted shares outstanding at January 1, 2021 . . . . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2021 . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2022 . . . . . . . . . . . .
Restricted shares granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested and issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted shares outstanding at December 31, 2023 . . . . . . . . . . . .

26,35021,983(27,272)
21,061
21,312(21,061)
21,312—(21,312)
—

$

$

45.55
66.33
45.80
66.92
67.59
66.92
67.59
—
67.59
—

Weighted Average
Remaining
Amortization
Term (in years)

0.38
0.38
0.37

The total fair value of restricted share awards that vested during 2023, 2022, and 2021 was $1.4, $1.4 and $1.2,
respectively.

74—Phantom StockOn June 5, 2023, the Company granted 2,375 shares of phantom stock to each then-current non-employee director(19,000 shares in the aggregate), which will vest and, pursuant to written elections made by each non-employee director,
convert into unrestricted shares of the Company’s Common Stock on the earlier of May 19, 2024 or the day immediately
prior to the date of the 2024 annual meeting of the Company’s stockholders. As of December 31, 2023, the totalcompensation cost related to non-vested shares of phantom stock not yet recognized was approximately $0.5 (with aweighted average expected amortization period of 0.37 years).
Stock Repurchase Programs:
On April 27, 2021, the Board authorized a 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”). During the year ended December 31, 2023, the Company repurchased 7.2 million shares of its
Common Stock for $585.1, of which 5.5 million shares, or $435.8, have been retired by the Company, with theremainder of the repurchased shares being retained in Treasury stock at the time of repurchase. During the year ended
December 31, 2022, the Company repurchased 9.9 million shares of its Common Stock for $730.5, of which 9.3 million
shares, or $689.7, have been retired by the Company, with the remainder of the repurchased shares being retained in
Treasury stock at the time of repurchase. 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 which 5.8 million shares,
or $424.9, were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stockat the time of repurchase. From January 1, 2024 through January 31, 2024, the Company did not repurchase any
additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization topurchase up to $226.5 of its Common Stock under the 2021 Stock Repurchase Program. The timing and amount of any
future purchases will depend on a number of factors, such as the levels of cash generation from operations, the volumeof stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market
conditions and the price of the Common Stock.
On April 24, 2018, the Board authorized a stock repurchase program under which the Company could purchase up
to $2,000.0 of Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase
Program”). 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, the Company completed allpurchases authorized under the 2018 Stock Repurchase Program, and, therefore, the 2018 Stock Repurchase Program
was terminated. Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 2.8 million shares, or$184.0, were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at
the time of repurchase.
Dividends:
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.
On October 25, 2022, the Board approved an increase to the Company’s quarterly dividend rate from $0.20 per share to$0.21 per share, effective with dividends declared in the fourth quarter of 2022, and on October 24, 2023, the Board
approved an additional increase to the Company’s quarterly dividend rate from $0.21 per share to $0.22 per share,effective with dividends declared in the fourth quarter of 2023, 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, 2023, 2022
and 2021:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75

2023

2022

2021

$ 0.21
0.21
0.21
0.22
$ 0.85$ 0.20
0.20
0.20
0.21
$ 0.81$ 0.145
0.145
0.145
0.20
$ 0.635

Dividends declared and paid for the years ended December 31, 2023, 2022 and 2021 were as follows:
Dividends declared. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid (including those declared in the prior year) . .

2023

2022

2021

$ 507.4
500.6$ 482.6477.4$ 379.7
346.7

Accumulated Other Comprehensive Income (Loss):
Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included inequity at December 31, 2023, 2022 and 2021 are as follows:
Foreign
Currency
Translation
Adjustments

Balance at January 1, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,net of tax of nil, nil and ($0.4), respectively . . . . . . . . . . . . . . . . . . .
Amounts reclassified from Accumulated other comprehensive
income (loss) to earnings, net of tax of ($4.3) . . . . . . . . . . . . . . . . . .
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications,net of tax of nil, nil and $1.1, respectively . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from Accumulated other comprehensive
income (loss) to earnings, net of tax of ($1.0) . . . . . . . . . . . . . . . . . .
Balance at December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$$Unrealized
Gain (Loss)on Hedging
Activities(86.6) $0.1(66.2)

Pension and
Postretirement
Benefit Plan
Adjustment$

Accumulated
Other
Comprehensive(Loss) Income(191.6) $(278.1)—

37.4(28.8)—(152.8)

—
0.1

20.4
(133.8)20.4(286.5)(260.2)

(0.1)

(1.4)

(261.7)—(413.0)——13.2(122.0)13.2(535.0)

0.3

—

(2.0)

(1.7)

—
(412.7) $——3.1(120.9) $3.1(533.6)$

For the years ended December 31, 2023, 2022 and 2021, as it relates to the Company’s cash flow hedges, which iscomprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive income(loss) 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. While there were no outstanding cash flow hedges as of December 31, 2023, any amounts included inAccumulated other comprehensive income (loss) associated with cash flow hedges are generally reclassified into
earnings within the following 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
income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortizationof actuarial losses associated with our defined benefit plans. The amortization of actuarial losses is included in thecomputation of net pension expense discussed in more detail within Note 9 herein.

76

Note 8—Earnings Per Share
The following is a reconciliation of net income from continuing operations, discontinued operations and for total
Amphenol Corporation, as well as a reconciliation of the basic weighted average common shares outstanding to diluted
weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted)
for the years ended December 31, 2023, 2022 and 2021 (note that per share amounts may not add due to rounding):(dollars and shares in millions, except per share data)

Net income attributable to Amphenol Corporation stockholders:
Net income from continuing operations attributable to Amphenol Corporation . . . . .
Income from discontinued operations attributable to Amphenol
Corporation, net of income taxes of ($3.2) for 2021 . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Amphenol Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .

2023

2022

2021

$ 1,928.0$ 1,902.3$ 1,569.4—$ 1,928.0—$ 1,902.3

21.4$ 1,590.8

596.5
24.1
620.6

596.2
24.8
621.0

597.9
27.6
625.5

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

$
$

$
$

3.23
—
3.23

$

3.11
—
3.11

$

$

$

3.19
—
3.19

$

3.06
—
3.06

$

$

$

2.62
0.04
2.66

2.51
0.03
2.54

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock
options) of 7.2 million, 9.0 million and 3.5 million for the years ended December 31, 2023, 2022 and 2021, 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. The Company also has an unfunded Supplemental Employee
Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension that cannot be paid from theretirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation.
Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with
the U.S. Plans, the “Plans”). The largest foreign pension plan, in accordance with local regulations, is unfunded and had
a projected benefit obligation of approximately $81.7 and $71.5 at December 31, 2023 and 2022, respectively. Total
required contributions to be made during 2024 for the unfunded Foreign Plans are included in Other accrued expenses in
the accompanying Consolidated Balance Sheets and in the tables below.

77

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.
U.S. Plans
2023
2022

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

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

388.2 $
2.5
18.6
—
8.8
—
(29.6)
388.5

495.3
3.5
10.6
2.8
(95.8)—(28.2)
388.2

387.0
37.1
1.1
—
(29.6)
395.6

527.5(113.4)1.1—(28.2)
387.0

Foreign Plans
2023
2022

$

175.6 $
1.3
6.8
—
5.7
(9.5)
(6.6)
173.3

265.9
2.5
3.4
—
(69.6)(19.2)
(7.4)
175.6

83.6
7.7
4.3
(3.0)
(6.6)
86.0

116.5
(21.5)
5.2
(9.2)
(7.4)
83.6

Total
2023

$

2022

563.8 $ 761.2
3.8
6.0
25.4
14.0
—
2.8
14.5
(165.4)(9.5)(19.2)(36.2)(35.6)
561.8
563.8
470.6
44.8
5.4
(3.0)
(36.2)
481.6

644.0(134.9)6.3(9.2)(35.6)
470.6

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

$

7.1

$

(1.2)

$

(87.3) $(92.0)$(80.2) $(93.2)

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

$

21.2

$

12.9

$

0.7

0.7

$

21.9

13.6

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

$

12.9
(1.2)

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

$ (104.0) $ (108.5)

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

1.2
12.9
7.1

4.97 %
2.40 %

1.2$

5.18 %
2.40 %

$

$

2.9

3.2

4.1

4.4

$

85.1
(87.3) $89.5(92.0)$

98.0(80.2) $102.4(93.2)$(18.9) $(15.6)$ (122.9) $ (124.1)

3.72 %
1.89 %

4.20 %
1.83 %The projected benefit obligation decreased slightly in 2023 compared to 2022, primarily due to benefits paid during
the year, which were largely offset by interest cost. The projected benefit obligation decreased in 2022, primarily due toactuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, along with foreignexchange translation and benefits paid during the year. The accumulated benefit obligation for the Company’s defined
benefit pension plans was $557.0 and $560.1 at December 31, 2023 and 2022, respectively. As of December 31, 2023
and 2022, the accumulated benefit obligation for the U.S. Plans was $388.2 and $387.8, respectively, and for the Foreign
Plans was $168.8 and $172.3, respectively.

78

The following summarizes information for defined benefit plans with an accumulated benefit obligation in excess ofplan assets as of December 31, 2023 and 2022:
U.S. Plans
2023
2022

Accumulated benefit obligation. . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . .

$

23.1
9.1

$

22.8
8.9

Foreign Plans
2023
2022

$ 142.3
57.0$ 147.2
57.7

The following summarizes information for defined benefit plans with a projected benefit obligation in excess of plan
assets as of December 31, 2023 and 2022:
U.S. Plans
2023
2022

Projected benefit obligation . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . .

$

23.2
9.1

$

22.9
8.9

Foreign Plans
2023
2022

$ 169.3
81.2$ 170.7
77.9

The amounts, before tax, included in Accumulated other comprehensive loss at December 31, 2023 and 2022 thathave not yet been recognized as expense were as follows:
U.S. Plans
2023
2022

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

$ 131.0
4.8$ 136.3
6.5

Foreign Plans
2023
2022

$ 15.70.5$ 11.0
0.5

Total
2023

2022

$ 146.7
5.3$ 147.3
7.0

The following is a summary of the components of net pension expense for the Company’s defined benefit plans forthe years ended December 31, 2023, 2022 and 2021:
2023

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 (income) expense . . . . . . . .
Weighted average assumptions used todetermine net periodic benefit cost:
Discount rate . . . . . . . . . . . . . . . . . . . . .
Expected long-term return on assets . . . .
Rate of compensation increase . . . . . . . .

U.S. Plans
2022

2021

2023

Foreign Plans
2022
2021

2023

Total
2022

2021

$

2.5 $ 3.5 $4.2 $ 1.3 $ 2.5 $ 3.3 $ 3.8 $ 6.0 $ 7.5
18.6
10.6
8.6
6.8
3.4
2.7
25.4
14.0
11.3
(24.6)(26.5)(28.1)
(4.5)
(3.4)
(3.1)
(29.1)(29.9)(31.2)
1.7
1.4
1.9
0.1
—
0.2
1.8
1.4
2.1
1.6
11.9
17.8
0.7
4.2
7.0
2.3
16.1
24.8
$ (0.2) $ 0.9 $4.4 $ 4.4 $ 6.7 $ 10.1 $ 4.2 $ 7.6 $ 14.5

5.18 %
5.50 %
2.40 %

2.69 %
5.50 %
2.40 %

2.30 % 4.20 % 1.58 %6.00 % 5.45 % 3.35 %2.40 % 1.93 % 1.75 %1.12 %
2.71 %
1.75 %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 non-service costs are reported separately within Other
income (expense), net in the Consolidated Statements of Income.

79

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 4.97% and 5.18% at December 31, 2023 and 2022, respectively. The
decrease in the discount rate for the U.S. Plans resulted in an increase in the benefit obligation of approximately $7 at
December 31, 2023. The weighted average discount rate for the Foreign Plans was 3.72% and 4.20% at December 31,
2023 and 2022, respectively. The decrease in the discount rate for the Foreign Plans did not have a material effect on thebenefit obligation at December 31, 2023. 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 projectedcash 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. In an effort to reduce the funding status volatility of the Plans, the target
asset allocations for the U.S. Plans were 15% equities and 85% fixed income as of December 31, 2023, and theCompany expects to maintain these target asset allocations for the U.S. Plans for 2024. The target asset allocations for
the U.S. Plans were 25% equities and 75% fixed income as of December 31, 2022. Short-term strategic ranges forinvestments will continue to be established within these new long-term target percentages. The Company regularly
reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when consideredappropriate.
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, 2023, 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 thePlans’ 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. For 2023, the expectedlong-term rate of return on the U.S. Plans’ assets was based on an asset allocation assumption of approximately 25%
with equity managers (with an expected long-term rate of return of approximately 6.0%) and 75% with fixed income
managers (with an expected long-term rate of return of approximately 5.3%).

80

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, 2023 and 2022 by asset category are
as follows (refer to Note 5 for definitions of Level 1, 2 and 3 inputs):

Asset Category

Total

Level 1

Level 2

Level 3

Assets Measured
at Net Asset
Value (a)December 31, 2023
Equity securities:
U.S. equities — large cap . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. equities — small/mid cap and other . . . . . . . . . . . . . . .
International equities — growth . . . . . . . . . . . . . . . . . . . . . .
International equities — other . . . . . . . . . . . . . . . . . . . . . . .

$

29.0
8.7
22.1
25.7

$

—
—
12.3
—

$

29.0
8.7
9.8
25.7

$

—
—
—
—

$

—
—
—
—

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

5.6

—

—

—

5.6

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

113.5
210.9
39.7

—
—
—

113.5
210.9
39.7

—
—
—

—
—
—

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

19.5
6.9

—
6.9

—
—

19.5
—

—
—

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

$

481.6

$

19.2

$

437.3

$

19.5

$

5.6

$

44.1
13.0
28.7
38.4

$

—
—
19.7
—

$

44.1
13.0
9.0
38.4

$

—
—
—
—

$

—
—
—
—

December 31, 2022
Equity securities:
U.S. equities — large cap . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. equities — small/mid cap and other . . . . . . . . . . . . . . .
International equities — growth . . . . . . . . . . . . . . . . . . . . . .
International equities — other . . . . . . . . . . . . . . . . . . . . . . .
Alternative investment funds . . . . . . . . . . . . . . . . . . . . . . . . .

14.6

—

—

—

14.6

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

83.6
181.3
34.0

—
—
—

83.6
181.3
34.0

—
—
—

—
—
—

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

24.3
8.6

—
8.6

—
—

24.3
—

—
—

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

$

470.6

$

28.3

$

403.4

$

24.3

$

14.6

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

Equity securities primarily consist 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.
Fixed income securities primarily consist 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 comprised primarily of pooled funds valued using published prices based off ofobservable market data.

81

The Level 3 pension plan assets as of December 31, 2023 and 2022 included in the table above primarily consist 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. The following table sets forth a summary of changes of the fairvalue of the Level 3 pension plan assets for the years ended December 31, 2023 and 2022:
Balance on January 1 . . . . . . . . . . . . . . . . . . .
Unrealized gains (losses), net . . . . . . . . .
Purchases, sales and settlements, net. . . .
Foreign currency translation . . . . . . . . . .
Balance on December 31. . . . . . . . . . . . . . . .

$

$

2023

2022

24.3 $
1.6
(7.2)
0.8
19.5 $

34.1
(6.2)
(1.3)
(2.3)
24.3

The Company made cash contributions to the Plans of $5.4, $6.3, and $6.8 in 2023, 2022, and 2021, 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, if any.
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:
U.S.
Plans

Year

2024 . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . .
2029-2033 . . . . . . . . . . . .

$

38.5
29.9
30.1
30.1
30.0
142.6

Foreign
Plans

$

7.5
7.7
8.0
8.3
8.6
46.1

Total

$

46.0
37.6
38.1
38.4
38.6
188.7

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 $30.9 and $15.6 as of December 31, 2023 and 2022,
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
Company funds the benefit costs for such plans on a pay-as-you-go basis. As of December 31, 2023 and 2022, the total
liability associated with postretirement benefit obligations was approximately $3.9 and $4.3, 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, 2023 and 2022 was 5.00% and 5.22%, respectively. Net postretirement benefit expense on theaccompanying Consolidated Statements of Income was not material for each of the years ended December 31, 2023,
2022 and 2021. 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. Through December 31, 2022, the Company matched employee
contributions to the U.S. defined contribution plans up to a maximum of 6% of eligible compensation. Effective82

January 1, 2023, the Company increased its matching of employee contributions to the U.S. defined contribution plans toa maximum of 7% of eligible compensation. The Company provided matching contributions to the U.S. defined
contribution plans of approximately $24.0, $18.0 and $16.2 in 2023, 2022 and 2021, respectively.
Note 10—Leases
Operating Leases
For the years ended December 31, 2023, 2022 and 2021, total operating lease cost was $127.1, $121.4, and $118.2,
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, 2023:
Year Ending December 31,

2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total present value of future minimum lease payments . . . . . . . . . . . . . .

$

99.8
72.7
53.3
36.9
22.8
46.7
332.2
(28.5)
303.7$$

The following summarizes the operating lease-related account balances on our Consolidated Balance Sheets, as ofDecember 31, 2023 and 2022:
2023

2022

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

$

301.5

$

289.5

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

$

91.6
212.1
303.7

$

85.2
208.5
293.7

$

$

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

2023

2022

2021

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

$

114.3

$

109.3

$ 103.2

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

$

115.2

$

164.5

$ 121.5

As of December 31:

Weighted Average Remaining Lease Term . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5 years
3.6 %5 years
5 years
2.7 %
2.2 %

Lease contracts that we have executed but which have not yet commenced as of December 31, 2023 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.

83

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, 2023, 2022 and 2021.
Note 11—Acquisitions
2023 Acquisitions
During the year ended December 31, 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for
approximately $970.4, net of cash acquired. Five of the acquisitions have been included in the Harsh Environment
Solutions segment, three acquisitions have been included in the Interconnect and Sensor Systems segment, and two
acquisitions have been included in the Communications Solutions segment. The 2023 Acquisitions were each fundedusing cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof. One of the 2023
Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair valueof assets acquired, net of liabilities assumed, exceeded the purchase price. The Company recognized a non-cash gain of$5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which has been recorded separately
in the Company’s Consolidated Statements of Income.
As of December 31, 2023, the 2023 Acquisitions resulted in the recognition of $609.4 of goodwill and $181.3 ofdefinite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, withthe remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrollinginterests assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of
economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary
technology having useful lives ranging from 6 to 15 years and the acquired backlog having a useful life of approximately
0.25 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 other intangible assets acquired that do not
qualify for separate recognition. The Company expects that approximately $145 of the goodwill recognized from the2023 Acquisitions will be deductible for tax purposes. The Company is in the process of analyzing and completing theallocation of the fair value of assets acquired and liabilities assumed for these acquisitions. Since the current purchaseprice allocations are based on preliminary assessments made by management as of December 31, 2023, the acquisition
accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from ourpreliminary assessments. The operating results of the 2023 Acquisitions have been included in the Consolidated
Statements of Income for the year ended December 31, 2023 since their respective dates of acquisition. Pro forma
financial information, as well as further details regarding the purchase price allocations related to these acquisitions,have not been presented, since the 2023 Acquisitions are not material, either individually or in the aggregate, to theCompany’s financial results.
2022 Acquisitions
During the year ended December 31, 2022, the Company completed two acquisitions (the “2022 Acquisitions”) for
approximately $288.2, net of cash acquired. The 2022 Acquisitions were funded through a combination of borrowings
under the U.S. Commercial Paper Program and cash on hand. One acquisition was included in the Harsh Environment
Solutions segment, while the other acquisition was included in the Interconnect and Sensor Systems segment. The
Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities
assumed, for all of the 2022 Acquisitions, and each of the final assessments of values did not differ materially from theirprevious preliminary assessments. The operating results of the 2022 Acquisitions were 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 these acquisitions, was not presented, since the 2022
Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

842021 Acquisitions
During the year ended December 31, 2021, the Company completed seven acquisitions (the “2021 Acquisitions”)
for $2,225.4, net of cash acquired, while also completing the divestiture of the Divested MTS business, as discussed
below. One of the acquisitions was included in the Harsh Environment Solutions segment, three acquisitions were
included in the Communications Solutions segment, and three acquisitions were included in the Interconnect and Sensor
Systems segment. The Company completed the acquisition accounting, including the analyses of the fair value of assets
acquired and liabilities assumed, for all of the 2021 Acquisitions, and each of the final assessments of values did not
differ materially from their previous preliminary assessments. The operating results of the 2021 Acquisitions were
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 these acquisitions, was notpresented, since the 2021 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. MTS, aleading global supplier of precision sensors, advanced test systems and motion simulators, was historically organized
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 has further expanded the Company’s rangeof sensor and sensor-based products across a wide array of industries and is reported as part of our continuing operations
and within our Interconnect and Sensor Systems segment. 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”.
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 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 was 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 excludinginterest, 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. 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. After giving effect to the sale of the Divested MTS business as well as therepayment 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 “Presentation and Sale of the Divested MTS Business” section below for further details related to theCompany’s discontinued operations and the completed divestiture of the Divested MTS business.
The purchase price allocation for the MTS Sensors business was performed separately from the Divested MTS
business, the latter of which was accounted for as discontinued operations and whose assets acquired, including
associated goodwill, and liabilities assumed were reported as current assets held for sale and current liabilities held forsale on the Company’s balance sheet. As a result of the sale of the Divested MTS business on December 1, 2021, theCompany completed the acquisition accounting associated with the Divested MTS business and the associated current
assets held for sale and current liabilities held for sale were no longer reported on the Company’s Consolidated Balance
Sheets as of December 31, 2021.

85

The retained MTS Sensors business is reported within our Interconnect and Sensor Systems segment. In 2022, theCompany completed its analysis of the purchase price allocation of the fair value of the tangible and identifiableintangible assets acquired and liabilities assumed, as part of the acquisition accounting associated with the MTS Sensors
business. The final assessment of values for the MTS Sensors business did not differ materially from previous
preliminary assessments. The MTS acquisition resulted in the recognition of $738.7 of goodwill, $54.0 of indefinitelived 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 of customer relationships, proprietary technology, andbacklog of $122.9, $39.1 and $16.2, respectively, and are amortized based 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 was allocated to other identifiable assets acquired and liabilities assumed. Aspart 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 price over the fair value of the underlying assets acquired(net of liabilities assumed) was allocated to goodwill, which primarily represents the value of assembled workforce andthe anticipated cost savings and efficiencies associated with the integration of the MTS Sensors business, along withother 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. The
operating results for the MTS Sensors business have been included within continuing operations in the Consolidated
Statements of Income since the acquisition date of April 7, 2021, while the operating results for the Divested MTS
business were classified and reported as discontinued operations as discussed further below.
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 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 therefore, the Company did not assign the Divested MTS
business to any of its three reportable business segments. Accordingly, since the Divested MTS business had 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 theaccompanying 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. For the year ended
December 31, 2021, the comprehensive income associated with discontinued operations was not material and was notpresented separately in the Consolidated Statements of Comprehensive Income. The Company also ceased recording
depreciation and amortization on the held for sale assets as of the MTS acquisition date.
As discussed above, the purchase price allocation associated with the Divested 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 price allocation for the Divested MTS businesswere measured and recorded at fair value less costs to sell, which was considered a Level 3 fair value measurement
based on the transaction’s then-expected consideration. Such assets acquired and liabilities assumed were recorded as
current assets held for sale and current liabilities held for sale, as separate single line items on the Company’s balance
sheet as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS business. At
each reporting period in 2021, the Company reassessed the fair value of these assets held for sale and liabilities held forsale and noted that the carrying value of the disposal group did not exceed its fair value less costs to sell. In addition, theCompany assumed a $28.7 contingent consideration liability from the MTS acquisition, which was recognized at fairvalue as part of acquisition accounting. This contingent consideration was recorded within current liabilities held forsale on the Company’s balance sheet as of the acquisition date. During the third quarter of 2021, the Company made acapital contribution to the Divested MTS business, which in turn used the funding to settle the contingent consideration.
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 had no continuing
involvement with the Divested MTS business after the completion of the sale. The sale of the Divested MTS businessdid not result in any significant gain or loss recorded to discontinued operations in the Consolidated Statements ofIncome for the year ended December 31, 2021.

86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 anoncontrolling interest of less than 3% in Halo, which includes redeemable features that are outside the control of theCompany and therefore, is classified as temporary equity on the Consolidated Balance Sheets as of December 31, 2023
and 2022, 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. In 2022, the Company completed theacquisition accounting related to the Halo acquisition, specifically associated with the purchase price allocation of thefair value of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed.
The final assessment of values for the Halo acquisition did not differ materially from previous preliminary assessments.
The Halo acquisition resulted in the recognition of $522.1 of goodwill, $29.0 of indefinite-lived tradename intangible
assets and $168.0 of definite-lived intangible assets. The definite-lived intangible assets were comprised of customer
relationships, proprietary technology, and backlog of $44.0, $115.0 and $9.0, respectively, and are amortized based upon
the underlying pattern of economic benefit with weighted average useful lives of 13 years, 15 years and one month,respectively. Other than these intangible assets, the remainder of the purchase price was allocated to other identifiable
assets acquired and liabilities and noncontrolling interests (including redeemable noncontrolling interests) assumed. Aspart of acquisition accounting, the excess purchase price over 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 and efficiencies associated with the integration of Halo, along withother intangible assets acquired that do not qualify for separate recognition. The Company does not expect any such
recognized goodwill associated with the Halo acquisition to be deductible for tax purposes. The operating results for
Halo were included in the Consolidated Statements of Income since the acquisition date. The acquisition of Halo, whichis reported within our Communications Solutions segment, was not material to the Company’s financial results.
Acquisition-related Expenses
In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of
external transaction costs associated with the 2023 Acquisitions, as well as the amortization of $12.4 related to the value
associated with acquired backlog resulting from three of the 2023 Acquisitions. In 2022, the Company incurred $21.5($18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization of $12.0 related to the value
associated with acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs. In 2021,
the Company incurred $70.4 ($57.3 after-tax) of acquisition-related expenses, comprised primarily of transaction,
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 Haloacquisition in the fourth quarter of 2021. Such acquisition-related expenses are presented separately in theaccompanying Consolidated Statements of Income.
Note 12—Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by segment were as follows:
Harsh
Environment
Solutions

Goodwill at December 31, 2021 . . . . . . $Acquisition-related . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . .
Goodwill at December 31, 2022 . . . . . .
Acquisition-related . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . .
Goodwill at December 31, 2023 . . . . . . $Communications
Solutions

1,663.7 $33.6(30.2)
1,667.1
334.9
7.3
2,009.3 $Interconnect
and Sensor
Systems

Total

2,950.1 $ 1,763.0 $ 6,376.8
(5.1)
161.5
190.0
(36.9)(53.6)(120.7)2,908.1
1,870.9
6,446.1
68.8
208.7
612.4
0.6
26.0
33.9
2,977.5 $ 2,105.6 $ 7,092.4

The increase in goodwill during 2023 was primarily driven by goodwill recognized from the 2023 Acquisitions.
The increase in goodwill during 2022 was primarily driven by goodwill recognized from the 2022 Acquisitions, partially
offset by foreign currency translation.

87

Other than goodwill noted above, the Company’s intangible assets as of December 31, 2023 and 2022 were as
follows:
Weighted
Average
Life (years)

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

10
13
1
10

December 31, 2023
Gross
Net
Carrying Accumulated Carrying
Amount Amortization Amount$

December 31, 2022
Gross
Net
Carrying Accumulated Carrying
Amount Amortization Amount782.6 $
365.1
114.1
1,261.8

450.6 $ 332.0 $ 677.0 $
146.1
219.0
310.0
99.4
14.7
86.9
696.1
565.7
1,073.9

398.3 $ 278.7
123.8
186.2
86.8
0.1
608.9
465.0

269.1
$ 1,530.9 $

269.1
269.1
696.1 $ 834.8 $ 1,343.0 $

269.1
608.9 $ 734.1

The increase in the gross carrying amount of intangible assets in 2023 was primarily driven by customer
relationships and proprietary technology resulting from acquisition accounting associated with certain 2023
Acquisitions. Amortization expense for the years ended December 31, 2023, 2022 and 2021 was approximately $86.0,$81.0 and $86.4, respectively, which included the amortization of acquired backlog of $12.4, $12.0, and $25.2,
respectively, resulting from acquisitions in each respective year. As of December 31, 2023, amortization expense
relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $93.0
in 2024 (which includes the estimated amortization of acquired backlog resulting from certain acquisitions that closed
late in 2023), $68.9 in 2025, $67.3 in 2026, $60.5 in 2027, and $53.2 in 2028.
Note 13—Reportable Business Segments and International Operations
Since January 1, 2022, the Company aligns its businesses into three reportable business segments: (i) Harsh
Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems. This segment
structure reflects (i) 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,and (ii) how the Company operates its businesses, assesses performance, and communicates results and strategy, among
other items, to the Board and its stockholders. The Company has three segment managers to lead their respective
reportable business segments, each reporting directly to the Chief Executive Officer. The Company organizes its
reportable business segments based on the manner in which management evaluates the performance of the Company,
combined with the nature of the individual business activities and the product-based solutions offered.
The following are the Company’s three reportable business segments:•••

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, defense,
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 defense 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,
defense and commercial aerospace end markets.

The accounting policies of the segments are the same as those for the Company as a whole, as described in Note 1
herein. The Company evaluates the performance of the segments and allocates resources to each of them based on,among other things, profit or loss from operations before certain corporate and other related items such as interest, stockbased compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains andlosses. The Company also incurs general corporate expenses and costs which are not allocated to the reportable business88

segments but have been included in “Corporate / Other” in the following tables for reconciliation purposes. Assets arereviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.
Net sales by segment for the years ended December 31, 2023, 2022 and 2021 are as follows:

2023

Harsh Environment Solutions. . . . . . .
Communications Solutions . . . . . . . . .
Interconnect and Sensor Systems . . . .
Consolidated Net sales . . . . . . . . . . .

External
2022

2021

Intersegment
2022

2023

$ 3,530.8 $ 3,107.2 $ 2,752.2 $ 90.8 $
4,912.8
5,652.4
4,832.1
50.2
4,111.1
3,863.4
3,292.0
18.2$ 12,554.7 $ 12,623.0 $ 10,876.3 $ 159.2 $2021

78.1 $ 70.6
79.4
75.0
17.2
23.7
174.7 $ 169.3

Segment operating income and the reconciliation of segment operating income to consolidated income fromcontinuing operations before income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows:
2023

Segment operating income:Harsh Environment Solutions . . . . . . . . . . . . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . . . . . . . . . . . . .
Total segment operating income . . . . . . . . . . . . . . . . . . . . .

$

2022

943.9
1,063.5753.7
2,761.1

$

2021

801.6
1,245.7
716.5
2,763.8$

708.2
1,023.3
588.1
2,319.6

Corporate / Other:
Stock-based compensation expense . . . . . . . . . . . . . . . . . . .
Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on bargain purchase acquisition . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . .

(99.0)(34.6)(67.9)(139.5)5.4
29.3(89.5)(21.5)(67.0)(128.4)—10.0(83.0)(70.4)(61.1)(115.5)—(0.4)

Income from continuing operations before income taxes . . .

$ 2,454.8$ 2,467.4$ 1,989.2

Depreciation and amortization expense by segment for the years ended December 31, 2023, 2022 and 2021 is asfollows:
2023

Harsh Environment Solutions . . . . . . . . .
Communications Solutions . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . .
Corporate / Other . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

89

91.0
177.0
131.1
7.3
406.4

2022

$

$

78.2
183.7
124.5
6.5
392.9

2021

$

$

73.2
179.2
136.1
7.1
395.6

Net sales by geographic area for the years ended December 31, 2023, 2022 and 2021 and long-lived assets bygeographic area as of December 31 were as follows:
2023

Net sales
United States . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign locations . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

2022

4,405.4
2,884.0
5,265.3
12,554.7

$

442.6
455.5
718.1
1,616.2

$

$

2021

4,155.2
3,265.0
5,202.8
12,623.0

$

386.1
470.1
637.6
1,493.8$$

3,155.9
3,044.4
4,676.0
10,876.3(1)

Long-lived assets
United States . . . . . . . . . . . . . . . . . . . .
China . . . . . . . . . . . . . . . . . . . . . . . . . .
Other foreign locations . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)

$
$

$

$

362.1
451.7
606.4
1,420.2

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 tables show our net sales disaggregated into categories the Company considers meaningful to depict
how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the years
ended December 31, 2023, 2022 and 2021:
Net sales by sales channel:

2023

End customers and contract manufacturers:
Harsh Environment Solutions . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . .
Distributors and resellers:
Harsh Environment Solutions . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . .

$$2,176.4
4,469.0
3,724.6$ 10,370.0

$

$

$

$

2023

2022

2021

$

$

$
$

Total Net sales . . . . . . . . . . . . . . . . . . . . . . .

$

771.5
943.1
123.5
1,838.1$ 10,876.3$
Other foreign locations:Harsh Environment Solutions . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . .

$

930.8
1,183.4
138.8
2,253.0$ 12,623.0$
China:
Harsh Environment Solutions . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . .

949.2
979.6
163.7
2,092.5$

1,980.7
3,889.0
3,168.5
9,038.2$ 12,554.7

Net sales by geography:

United States:
Harsh Environment Solutions . . . . . . . . . . . . .
Communications Solutions . . . . . . . . . . . . . . .
Interconnect and Sensor Systems . . . . . . . . . .

2021

2,581.6
3,933.2
3,947.4$ 10,462.2$
Total Net sales . . . . . . . . . . . . . . . . . . . . . . .

2022

1,790.5
1,395.8
1,219.1
4,405.4
351.2
1,669.4863.4
2,884.0
1,389.1
1,847.6
2,028.6
5,265.3$ 12,554.7

$
$
$
$
$
$

1,558.2
1,495.3
1,101.7
4,155.2$

437.5
1,939.6887.9
3,265.0$

1,111.5
2,217.5
1,873.8
5,202.8$$ 12,623.0

$

$

$

1,352.2
958.2
845.5
3,155.9437.1
1,914.6
692.7
3,044.4
962.9
1,959.3
1,753.8
4,676.0$ 10,876.3

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 during the years ended December 31, 2023, 2022 and90

2021. It is impracticable to disclose net sales by product or group of products. For further discussion related to theCompany’s policies surrounding revenue recognition, refer to Note 1 herein.
Reportable Business Segments Prior to 2022
Prior to 2022 and 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 wide range of applications in adiverse 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.

Businesses previously reported in the Interconnect Products and Assemblies segment were aligned with one of theCompany’s three segments, while all businesses previously reported in the Cable Products and Solutions segment werealigned with the Communications Solutions segment.
Note 14—Commitments and Contingencies
The Company is party to a number of legal and/or regulatory actions arising out of the normal course of its business.
The Company records a loss contingency liability when, in the opinion of management after seeking legal advice, a loss
is considered probable and the amount can be reasonably estimated. Based on information currently available andmanagement’s evaluation of such information, the Company does not believe that the resolution of any existing legal or
regulatory action is expected to have a material adverse effect on the Company’s financial condition, results ofoperations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as
incurred.
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, 2023, the Company had purchase commitments of $932.4 in 2024, $28.1 in 2025 and 2026, combined,
and $8.2 beyond 2026.
Note 15—Subsequent Events
On January 30, 2024, the Company entered into a definitive stock purchase agreement by and between the Company
and Carlisle Companies Incorporated (“Carlisle”), agreeing to acquire the Carlisle Interconnect Technologies (“CIT”)
business of Carlisle for an aggregate purchase price of $2,025 in cash, subject to customary post-closing adjustments.
The acquisition is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory
approvals and other customary closing conditions. The Company expects to finance the CIT acquisition through a
combination of cash on hand and debt financing, which could include borrowings under the Company’s existing credit
and/or U.S. Commercial Paper Program. CIT, headquartered in St. Augustine, FL, is a leading global supplier of harshenvironment interconnect solutions primarily to the commercial aerospace, defense and industrial end markets. CIT’s
wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which, management
believes, are highly complementary to Amphenol’s existing interconnect and sensor solutions. If and when theacquisition is consummated, the Company expects to report the CIT business within its Harsh Environment Solutions
segment.

91

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, 2023. 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, 2023.
There has been no change in our internal control over financial reporting during the Company’s most recent fiscal
quarter ended December 31, 2023 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, 2023.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal
control over financial reporting as of December 31, 2023 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, 2023, which is included in Item 8 of this Annual Report.
Item 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 ofRegulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

92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, 2023, 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, 2023:

Plan category

Equity Compensation Plan Information
Number of
Weighted
Number of securities remaining
securities to be issued average exercise
available for future issuanceupon exercise of
price of outstanding under equity compensation
outstanding options, options, warrants
plans (excluding shares
warrants and rights
and rights
reflected in column (a))
(a)
(b)
(c)

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

9360,409,162 $50.46

31,280,607—
60,409,162 $

—
50.46

—
31,280,607

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.

94

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) . . . . . . . . . . . . . . . . . . . . . . . . .

48

Consolidated Statements of Income—Years Ended December 31, 2023, 2022 and 2021. . . . . . . . . . . . . . . . . . .

50Consolidated Statements of Comprehensive Income—Years Ended December 31, 2023, 2022 and 2021 . . . . .

51

Consolidated Balance Sheets—December 31, 2023 and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

Consolidated Statements of Changes in Equity—Years Ended December 31, 2023, 2022 and 2021 . . . . . . . . .

53

Consolidated Statements of Cash Flow—Years Ended December 31, 2023, 2022 and 2021 . . . . . . . . . . . . . . . .

54

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

55

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

92(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2023
Schedule
II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 . . . . . . . . . . .

98

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

Restated Certificate of Incorporation of Amphenol Corporation, dated May 19, 2021 (filed as Exhibit 3.1 to theJune 30, 2021 Form 10-Q).*
Amphenol Corporation, Fifth Amended and Restated By-laws dated August 3, 2023 (filed as Exhibit 3.1 to theForm 8-K filed on August 4, 2023).*
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).*
Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company,
National Association, as trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3
filed on March 16, 2023).*
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).*

95

4.8
4.9
4.10
4.11
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

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).*
Officer’s Certificate, dated March 30, 2023, establishing the 4.750% Senior Notes due 2026 pursuant to the
Indenture (filed as Exhibit 4.2 to the Form 8-K filed on March 30, 2023).*
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 Form 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 Form 10-Q).†*
Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to theJune 30, 2009 Form 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 Form 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 Form 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 Form 10K).†*
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 Form 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 Form 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 Form 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 Form 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 Form 10K).†*
Eighth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restatedeffective January 1, 2016, dated December 9, 2021 (filed as Exhibit 10.15 to the December 31, 2021 Form 10K).†*
Ninth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective
January 1, 2016, dated December 1, 2022 (filed as Exhibit 10.16 to the December 31, 2022 Form 10-K).†*
Tenth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective
January 1, 2016, dated August 28, 2023 (filed as Exhibit 10.17 to the September 30, 2023 Form 10-Q).†*
Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as
Exhibit 10.24 to the December 31, 2008 Form 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 Form 10-K).†*
Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31,
1997 Form 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 Form 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 Form 10-Q).†*
Amphenol Corporation Form of Director Phantom Stock Award Agreement (filed as Exhibit 10.22 to the June30, 2023 Form 10-Q).†*
2024 Amphenol Corporation Management Incentive Plan.†**96

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).*
10.26
The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restatedeffective April 5, 2022, dated April 18, 2022 (filed as Exhibit 10.23 to the June 30, 2022 Form 10-Q).†*
10.27
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
January 1, 2023, dated December 19, 2022 (filed as Exhibit 10.25 to the December 31, 2022 Form 10-K).†*
10.28
Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective
January 1, 2024, dated November 30, 2023.†**
10.29
Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30
to the September 30, 2011 Form 10-Q).†*
10.30
Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as
Exhibit 10.34 to the December 31, 2011 Form 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 Form 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
Term Loan Credit Agreement, dated as of April 19, 2022, among the Company, certain subsidiaries of theCompany, a syndicate of financial institutions and BNP Paribas, acting as the administrative agent (filed as
Exhibit 10.1 to the Form 8-K filed on April 21, 2022).*
10.35
Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to theDecember 31, 2016 Form 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.***
97.1
Amphenol Corporation Policy for Recovery of Erroneously Awarded Compensation.**
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).**
10.25

†

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.

97

SCHEDULE IIAMPHENOL CORPORATION AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2023, 2022 and 2021
(Dollars in millions)
Balance at
beginningof period

Allowance for doubtful accounts:
Year ended December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance on deferred tax assets:
Year ended December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . .
Year ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . .

98

Charged tocost andexpenses

Additions(Deductions)

Balance at
end ofperiod

$

63.9
43.5
44.8

$

13.4
20.2
1.5

$

(8.9)
0.2
(2.8)

$

68.4
63.9
43.5

$

42.2
44.9
40.1

$

3.4
(1.1)
6.3

$

1.0
(1.6)
(1.5)

$

46.6
42.2
44.9

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 7th day of February, 2024.
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 7, 2024

/s/ Craig A. Lampo
Craig A. Lampo

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

February 7, 2024

/s/ Martin H. Loeffler
Martin H. Loeffler

Chairman of the Board of Directors

February 7, 2024/s/ David P. Falck
David P. Falck

Presiding Director

February 7, 2024

/s/ Nancy A. Altobello
Nancy A. Altobello

Director

February 7, 2024/s/ Edward G. Jepsen
Edward G. Jepsen

Director

February 7, 2024

/s/ Rita S. Lane
Rita S. Lane

Director

February 7, 2024

/s/ Robert A. Livingston
Robert A. Livingston

Director

February 7, 2024

/s/ Prahlad Singh
Prahlad Singh

Director

February 7, 2024/s/ Anne Clarke Wolff
Anne Clarke Wolff

Director

February 7, 2024

99

Directors

Executive Leadership

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

David C. Abbott
Vice President,
Division Controller

Pedro T. Lay
Vice President,Internal Audit

Craig A. Lampo
Senior Vice President andChief Financial Officer

Linda ChanVice President,
Information Technology

Lily Mao
Vice President,
Human Resources

William J. Doherty
President,
Communications
Solutions Division

Patrick J. Gillard
Vice President,
Business Development

Ursula Nadeau
Vice President,
Division Controller

Richard Gu
Vice President,Group General Manager

Sherri Scribner
Vice President,
Strategy and Investor
RelationsDavid P. Falck
Presiding Director
R. Adam Norwitt
President andChief Executive Officer
Nancy A. Altobello
Edward G. Jepsen
Rita S. Lane
Robert A. Livingston
Prahlad Singh
Anne Clarke Wolff

Peter J. Straub
President,Interconnect andSensor Systems Division
Luc Walter
President,
Harsh Environment
Solutions Division
Lance E. D’Amico
Senior Vice President,
Secretary and General Counsel
David M. Silverman
Senior Vice President,
Human Resources

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

Mark C. TurnerVice President,
Treasurer

Michael R. Ivas
Vice President,
Corporate Controller

Gary C. Voccio
Vice President,
Tax

Philippe John Lantin
Vice President,
Division Controller

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

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

Registrar and Transfer Agent for Common Stock
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
Stockholder Inquiries: (877) 282-1168
https://www-us.computershare.com/investor

Stock Listing
New York Stock Exchange
Symbol: APH

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, 2023.
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, 2023. In addition to these certifications, exhibits 4.11, 10.24, 10.28, 21.1,
23.1, and 97.1 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.

WORLDWIDE MANAGEMENT MEETINGBARCELONA, SPAINFEBRUARY 2024

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