Amphenol (APH) 10-K risk factor changes: FY2020 vs FY2019

Additional risks and uncertainties not presently known to the Company or that [removed: it] [added: we] currently [removed: deems] [added: consider] immaterial may also impair the Company’s business, operations, liquidity and financial condition.

During [removed: 2019,] [added: 2020,] non-U.S. markets constituted approximately [removed: 69%] [added: 71%] of the Company’s net sales, with China constituting approximately [removed: 28%] [added: 30%] of the Company’s net sales.

| | ● | intergovernmental conflicts or actions, including but not limited to armed conflict, trade [removed: wars] [added: wars, cyber attacks] and acts of terrorism or war; and |

| | ● | interruptions to the Company’s business with its largest customers, distributors and suppliers resulting from but not limited to, strikes, financial instabilities, computer malfunctions or cybersecurity incidents, inventory excesses, natural disasters [removed: or other disasters] such as fires, floods, earthquakes, hurricanes or [removed: explosions.] [added: tornadoes or adverse public health developments, including the ongoing COVID-19 pandemic discussed further below.] |

International trade [added: or other] disputes may result in increased tariffs, trade [removed: barriers] [added: barriers, retaliatory governmental regulations or actions] and other protectionist measures that could increase our manufacturing costs, make our products less competitive, reduce consumer demand or impede or slow the [added: movement of our goods across borders.]

In recent years, there [removed: has] [added: have] been [removed: discussion and dialogue regarding potential] significant changes to U.S. trade policies, legislation, treaties and tariffs, in particular trade policies and tariffs affecting China.

Some of these trade [removed: policies have been or are in the process of being renegotiated,] [added: policies,] including the U.S.’s trading relationship with [removed: China.][added: China, have been renegotiated during this timeframe and are subject to further changes in the future.]

The imposition of additional tariffs or other trade barriers could increase our costs in certain markets, and may cause our [removed: customers to find alternative sourcing.]

In addition, other countries [added: have changed and] may [added: continue to] change their own policies on [added: trade as well as] business and foreign investment in [removed: companies in] their respective countries.

As a result of these dynamics, we cannot predict the impact to our business of any future changes to the U.S.’s trading [removed: relationships.][added: relationships or of new laws or regulations by the U.S. or other countries.]

| | ● | effects of significant changes in economic, monetary [removed: and] [added: and/or] fiscal policies in the United States and abroad including significant income tax changes, currency fluctuations and inflationary pressures; |

| | ● | the impact of each of the foregoing on outsourcing and procurement arrangements; [removed: and] |

| | ● | continuing uncertainty regarding [removed: social, political, immigration and tax and trade policies in] the United [removed: States and abroad, including as a result of the United] Kingdom’s [removed: vote to withdraw] [added: recent withdrawal] from the European Union, otherwise known as “Brexit”. |

We [removed: have significant international sales and operations and] face [added: significant] risks related to [added: adverse public] health [added: developments, including] epidemics [added: and pandemics] such as the [removed: coronavirus.][added: COVID-19 pandemic.]

Any outbreaks of contagious diseases and other adverse public health developments in countries where we operate could have a material and adverse effect on our business, financial [removed: condition] [added: condition, liquidity] and results of operations.

[removed: This] [added: For example, the COVID-19 pandemic] has affected our manufacturing facilities [removed: in China] [added: throughout the world,] as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

Changes in exchange rates can positively or negatively affect the Company’s sales, operating [removed: margins and equity.]

Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our ability to deliver products to our [removed: customers and, accordingly, could have an adverse effect on our business, results of operations and financial condition.][added: customers.]

Approximately [removed: 44%] [added: 46%] of the Company’s [removed: 2019] [added: 2020] net sales came from sales to the communications industry, including information technology and data communication, wireless communications and broadband communications, with [removed: 13%] [added: 15%] of the Company’s [removed: 2019] [added: 2020] net sales coming from sales to the mobile devices market.

Approximately 4% and [removed: 8%] [added: 6%] of the Company’s [removed: 2019] [added: 2020] net sales came from sales to the broadband communications and mobile networks markets, respectively.

Approximately 12% of the Company’s [removed: 2019] [added: 2020] net sales came from sales to the military market.

[removed: U.S. and foreign government expenditures are also subject to] political and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of demand for our products.

The Company estimates that products introduced in the last two years accounted for approximately 25% of [removed: 2019] [added: 2020] net sales.

The Company has completed a number of acquisitions in recent years, including nine in [removed: 2019.][added: 2019 and two in 2020.]

At December 31, [removed: 2019,] [added: 2020,] the total assets of the Company were [removed: $10,815.5 million,] [added: $12.3 billion,] which included [removed: $4,867.1 million] [added: $5.0 billion] of goodwill (the excess of fair value of consideration paid over the fair value of net identifiable assets of businesses acquired) and [removed: $442.0] [added: $397.5] million of other intangible assets, net.

As of December 31, [removed: 2019,] [added: 2020,] the Company had [added: no] outstanding borrowings under the Revolving Credit Facility, U.S. Commercial Paper Program and Euro commercial paper [removed: program of nil, $160.0 million and $235.5 million, respectively.][added: program.]

If general economic and capital market conditions deteriorate significantly, it could impact the Company’s ability to access the [added: capital markets.]

As of December 31, [removed: 2019, approximately $400 million, or 11%,] [added: 2020, less than 1%] of the Company’s outstanding borrowings were subject to floating interest rates and were primarily comprised of [removed: commercial paper] [added: foreign] borrowings.

A 10% change in the London Interbank Offered Rate (“LIBOR”) or floating interest rates at December 31, [removed: 2019] [added: 2020] would not have a material effect on the Company’s interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2020,] [added: 2021,] although there can be no assurance that interest rates will not change significantly.

In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out [added: the use of] LIBOR by the end of 2021.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ [added: and Note 1 of the Notes to Consolidated Financial Statements] for further discussion and details on this development.

As of December 31, [removed: 2019, approximately 89%] [added: 2020, nearly all] of the Company’s outstanding borrowings were based on fixed rates and primarily related to the following unsecured Senior Notes:

| [removed: ​] [added: $] | 227.7 | ​ | 3.125 | % | September 2021 |

| ​ | 500.0 | ​ | [removed: 4.35] [added: 4.350] | % | June 2029 |

| [removed: €] [added: ​] | 500.0 | ​ | 2.00 | % | October 2028 (Euro Notes) |

These laws and regulations are complex, may change frequently and with limited notice, have generally become more stringent over time and have intensified under [removed: the current] [added: recent] U.S. [removed: administration,] [added: administrations,] especially in light of recent trade tensions with China.

Cybersecurity incidents on our information technology systems could disrupt business [removed: operations,] [added: operations or cause the release of highly sensitive confidential information,] resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations.

[removed: The] [added: While the] Company has been a target of various cybersecurity attacks, including but not limited to ransomware attacks, [removed: but] the impact of such attacks has not been material.

Cybersecurity incidents could potentially result in the disruption of our business operations [removed: and] [added: and/or] the misappropriation, destruction or corruption of critical data and confidential or proprietary [removed: technological] information.

In addition to the risk factor included below related to adverse public health developments and, in particular, the ongoing COVID-19 pandemic and its effects on public health and the global economy, the Company also notes that the effects of the pandemic have and may continue to impact many of the other risk factors described below.

customers to find alternative sourcing.

| | ● | social unrest due to escalating racial tensions in the United States and certain other countries where we operate; and |

The COVID-19 pandemic has caused widespread disruptions to our Company throughout most of 2020, particularly during the first half of the year.

During the first quarter of 2020, these disruptions were primarily limited to our operations in China, which were closed for three weeks during January and February due to government mandates.

As the virus spread to the rest of the world beginning in March and continuing throughout the remainder of 2020, most of our other operations outside of China were also impacted.

As of December 31, 2020, we continue to experience some disruptions, and at a minimum, we expect those disruptions to continue through the first half of 2021 and they could, potentially, extend for the full year and beyond.

These disruptions have included and may continue to include, depending on the specific location, government regulations that limit our ability to operate certain of our facilities at full capacity and to adjust certain costs, travel restrictions, “work-from-home” orders, supplier constraints, supply-chain interruptions, logistics challenges and limitations, and reduced demand from certain customers.

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, future government regulations and actions in response to the crisis, the timing, availability and effectiveness of vaccines, some of which have recently been approved and distributed for use, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

In addition, the COVID-19 pandemic could impact the health of our management team and other employees.

It is impossible to predict the overall future impact of the COVID-19 pandemic on our business, financial condition, liquidity and financial results, and there can be no assurance that the COVID-19 pandemic will not have a material and adverse effect on our financial results in the future during any quarter or period in which we are affected.

In addition, the COVID-19 pandemic increases the likelihood and potential severity of other risks (including some discussed separately within this Item 1A.

_Risk Factors_), including but not limited to, the following:

| | ● | A protracted economic slowdown could negatively affect the financial condition of our customers, which may result in an increase in bankruptcies or insolvencies, a delay in payments and decreased sales. |

| | ● | A scarcity of resources or other hardships caused by the COVID-19 pandemic may result in increased nationalism, protectionism and political tensions which may cause governments and/or other entities to take actions that may have a significant negative impact on the ability of the Company, its suppliers and its customers to conduct business. |

| --- | --- | --- |

| | ● | We have transitioned a significant subset of our employee population to a remote work environment in an effort to mitigate the spread of COVID-19. This change may exacerbate certain risks to our business, including an increased demand for information technology resources, an increased risk of phishing and other cybersecurity attacks, and an increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information. |

| --- | --- | --- |

| | ● | If the vaccines that have recently been approved and distributed for use prove ineffective, we could experience another disruption in the global capital markets, which could increase the cost of, and adversely impact access to, capital (including the commercial paper markets) and increase economic uncertainty. |

| --- | --- | --- |

| | ● | If the financial performance of our businesses were to decline significantly as a result of the COVID-19 pandemic, we could incur a material non-cash charge to our income statement for the impairment of goodwill and other intangible assets. |

| --- | --- | --- |

| | ● | If there is a general market downturn and continued high degree of volatility in the financial markets, we may experience a material re-valuation of, for example, our pension assets and obligations. |

| --- | --- | --- |

margins and equity.

For example, the COVID-19 pandemic initially disrupted the supply of raw materials, primarily in the first half of 2020; reoccurrences of such unforeseen events may result in the Company experiencing difficulties in obtaining a consistent supply of materials at stable pricing levels.

Accordingly, such delays and associated risks could have an adverse effect on our business, results of operations and financial condition.

U.S. and foreign government expenditures are also subject to

On December 9, 2020, the Company announced that we had entered into a definitive agreement to acquire MTS Systems Corporation (“MTS”) for $58.50 per share in cash, or approximately $1.7 billion, net of cash acquired and including the assumption of outstanding debt and liabilities.

On January 19, 2021, the Company announced that we had entered into an agreement to sell the MTS Test & Simulation (“T&S”) business to Illinois Tool Works Inc. (“ITW”).

The agreement to acquire MTS is expected to close by the middle of 2021, but is subject to certain regulatory approvals, approval from MTS’s shareholders and other customary closing conditions.

The sale of the MTS T&S business to ITW is expected to close following the anticipated closing of our acquisition of MTS, but is also subject to certain regulatory approvals and other customary closing conditions.

The acquisition of MTS and the sale of the MTS T&S business to ITW are subject to a number of risks that include, but are not limited to: (i) the risk that the proposed merger between Amphenol and MTS, and/or the proposed subsequent sale of the MTS T&S business to ITW, may not be completed in a timely manner or at all, (ii) unanticipated difficulties or expenditures relating to the proposed transactions, the response of business partners and competitors to the announcement of the proposed transactions, potential disruptions to current plans and operations and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transactions and (iii) the failure of the transactions, if completed, to deliver the financial benefits to Amphenol currently anticipated by the Amphenol management team.

On December 4, 2020, the ICE Benchmark Administration published a consultation on its intention to extend the publication of certain U.S. dollar LIBOR (“USD LIBOR”) rates until June 30, 2023.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight Financing Rate (the “SOFR”) as its preferred benchmark alternative to USD LIBOR.

The SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions.

| ​ | 400.0 | ​ | 2.050 | % | March 2025 |

| ​ | ​ | ​ | ​ | ​ | ​ |

| € | 500.0 | ​ | 0.750 | % | May 2026 (Euro Notes) |

_Legal Proceedings_ and Note 14 of the Notes to Consolidated Financial Statements.

movement of our goods across borders.

| | ● | rapid material escalation of the cost of regulatory compliance and litigation; |

| | ● | changes in government policies and regulations affecting the Company or its significant customers or suppliers; |

For example, the recent outbreak of a novel strain of coronavirus first identified in Wuhan, Hubei Province, China, has resulted in significant governmental measures being implemented to control the spread of the virus, including restrictions on manufacturing and the movement of employees in many regions of the country.

The extent to which the coronavirus will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted.

In addition, the coronavirus may result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn

that could affect demand for our end customers’ products.

As a result, at the time of this filing, it is impossible to predict the overall impact of the coronavirus on our business and financial results.

​

capital markets.

| $ | 400.0 | ​ | 2.20 | % | April 2020 |

_Legal Proceedings_.

The following discussion and analysis of the results of operations and financial condition for the three years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] has been derived from and should be read in conjunction with the Consolidated Financial Statements [added: and accompanying Notes to Consolidated Financial Statements] included in Part II, Item 8, herein.

In [removed: 2019,] [added: 2020,] approximately [removed: 69%] [added: 71%] of the Company’s sales were outside the United States.

In [removed: 2019,] [added: 2020,] the Company reported net [removed: sales of $8,225.4, which was flat compared to 2018, along with] [added: sales,] operating income and net income attributable to Amphenol Corporation of [removed: $1,619.2] [added: $8,598.9, $1,638.4] and [removed: $1,155.0,] [added: $1,203.4,] respectively, [removed: both] representing [removed: a decrease] [added: an increase] of [removed: 4%] [added: 5%, 1% and 4%, respectively,] from [removed: 2018.][added: 2019.]

In 2019, the Company’s net income attributable to Amphenol Corporation was impacted by (a) excess tax benefits related to stock-based compensation of $38.1 resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $25.4 ($21.0 after-tax) primarily from the amortization related to the value associated with acquired backlog as well as external transaction costs and (c) refinancing-related costs associated with the early extinguishment of debt of $14.3 ($12.5 after-tax), comprised primarily of the premiums and other fees incurred from the early extinguishment of redeemed amounts of our 3.125% Senior Notes and 4.00% Senior Notes resulting from the tender offers in September 2019 described herein under [removed: “_Liquidity] [added: “Liquidity] and Capital Resources – Financing [removed: Activities_”.][added: Activities”.]

Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income attributable to Amphenol Corporation, as defined in the “Non-GAAP Financial Measures” section below and [removed: as] reconciled in Part II, Item 7 herein, [removed: decreased by 3% and 2%, respectively,] [added: was unchanged] in [added: 2020 compared to] 2019.

In addition, a strength of the Company has been its ability to consistently generate cash from [removed: operations.][added: operations (“Operating Cash Flow”).]

The Company uses [removed: cash generated from operations] [added: Operating Cash Flow] to fund capital expenditures and acquisitions, repurchase shares of its common stock, pay dividends and reduce indebtedness.

[removed: Refer] [added: For further discussion of the Company’s acquisitions, refer] to Note [removed: 6] [added: 11] of the Notes to [removed: the] Consolidated Financial [removed: Statements for further discussion of the Tax Act.][added: Statements.]

| ​ | | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ | [removed: 2017] [added: 2018] | | ​ |

| Cost of sales | | [removed: 68.2] [added: 69.0] | ​ | ​ | [removed: 67.6] [added: 68.2] | ​ | ​ | [removed: 67.1] [added: 67.6] | ​ | ​ |

| Acquisition-related expenses | | [removed: 0.3] [added: 0.1] | ​ | ​ | [removed: 0.1] [added: 0.3] | ​ | ​ | [removed: —] [added: 0.1] | ​ | ​ |

| Selling, general and administrative expenses | | 11.8 | ​ | ​ | [removed: 11.7] [added: 11.8] | ​ | ​ | [removed: 12.5] [added: 11.7] | ​ | ​ |

| Operating income | | [removed: 19.7] [added: 19.1] | ​ | ​ | [removed: 20.6] [added: 19.7] | ​ | ​ | [removed: 20.4] [added: 20.6] | ​ | ​ |

| Interest expense | | [removed: (1.4)] [added: (1.3)] | ​ | ​ | [removed: (1.2)] [added: (1.4)] | ​ | ​ | [removed: (1.3)] [added: (1.2)] | ​ | ​ |

| Loss on early extinguishment of debt | ​ | [removed: (0.2)] [added: —] | ​ | ​ | [removed: —] [added: (0.2)] | ​ | ​ | — | ​ | ​ |

| Other income, net | | [removed: 0.1] [added: —] | ​ | ​ | [removed: —] [added: 0.1] | ​ | ​ | [removed: 0.2] [added: —] | ​ | ​ |

| Income before income taxes | | [removed: 18.2] [added: 17.8] | ​ | ​ | [removed: 19.4] [added: 18.2] | ​ | ​ | [removed: 19.3] [added: 19.4] | ​ | ​ |

| Provision for income taxes | | [removed: (4.1)] [added: (3.7)] | ​ | ​ | [removed: (4.5)] [added: (4.1)] | ​ | ​ | [removed: (9.9)] [added: (4.5)] | ​ | ​ |

| Net income | | 14.1 | ​ | ​ | [removed: 14.9] [added: 14.1] | ​ | ​ | [removed: 9.4] [added: 14.9] | ​ | ​ |

| Net income attributable to noncontrolling interests | | (0.1) | ​ | ​ | [removed: (0.2)] [added: (0.1)] | ​ | ​ | [removed: (0.1)] [added: (0.2)] | ​ | ​ |

| Net income attributable to Amphenol Corporation | | 14.0 | % | ​ | [removed: 14.7] [added: 14.0] | % | ​ | [removed: 9.3] [added: 14.7] | % | ​ |

The decrease in [added: net sales in] the Cable Products and Solutions segment was primarily due to a reduction in demand from broadband service providers.

| ​ | | 2019 | | | 2018 | | [added: ​] | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

| Net sales: | | ​ | ​ | ​ | ​ | ​ | [added: ​] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

The comparatively stronger U.S. dollar in 2019 had the effect of decreasing net sales by approximately [removed: $125.8 when] [added: $125.8,] compared to foreign currency translation rates in 2018.

Operating income for 2019 included acquisition-related expenses of $25.4, [removed: comprising] [added: comprised] of the amortization of $15.7 related to the value associated with [added: the] acquired backlog resulting from [added: two of our] 2019 acquisitions, with the remainder representing external transaction costs.

[removed: These acquisition-related] [added: Acquisition-related] expenses are separately presented in the Consolidated Statements of Income.

Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, as defined in the “Non-GAAP Financial Measures” section below, were $1,644.6 or 20.0% of net [removed: sales] [added: sales, respectively,] in 2019 and $1,695.4 or 20.7% [added: of net sales, respectively,] in 2018.

[removed: In addition, the operating] [added: Operating] income for the Cable Products and Solutions segment in 2019 was $39.5 or 10.2% of net sales, compared to $52.6 or 12.5% of net sales in 2018.

The decrease in operating [removed: income] margin for the Cable Products and Solutions segment in 2019 compared to 2018 was primarily driven by lower volumes and product mix.

Loss on early extinguishment of debt was $14.3 in 2019, which related to refinancing-related costs, specifically premiums and fees incurred associated with the early extinguishment of certain redeemed principal amounts of the 3.125% Senior Notes and 4.00% Senior Notes (collectively, the “Tendered Notes”) as a result of the tender offers in [added: September 2019.]

Provision for income taxes in 2019 included excess tax benefits of $38.1 from stock option exercises, which was partially offset by the tax effects related to (i) acquisition-related expenses during the year and (ii) refinancing-related costs associated with the early extinguishment of [removed: debt.][added: debt, each of which had an impact on the effective tax rate and earnings per share by the amounts noted in the table below.]

Provision for income taxes in 2018 included (i) excess tax benefits of $19.8 from stock option exercises and (ii) an income tax benefit of $14.5 related to the completion of the accounting [removed: for] [added: of] the [added: income tax charge (“Tax Act Charge”) associated with the] Tax [added: Cuts and Jobs] Act [removed: Charge,] [added: (“Tax Act”),] which were partially offset by the tax effect related to acquisition-related expenses during the [removed: year.][added: year, each of which had an impact on the effective tax rate and earnings per share by the amounts noted in the table below.]

For additional details related to the reconciliation between the U.S. statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to [removed: the] Consolidated Financial Statements.

Net income attributable to Amphenol Corporation and Net income per common share-Diluted (“Diluted EPS”) [removed: was] [added: were] $1,155.0 and $3.75, respectively, for 2019, compared to $1,205.0 and $3.85, respectively, for 2018.

Excluding the effect of the aforementioned [removed: items,] [added: items discussed above,] Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, as defined in the “Non-GAAP Financial Measures” section below within this Item 7, were $1,150.4 and $3.74, respectively, for 2019, compared to $1,177.9 and $3.77, respectively, for 2018.

Net sales were [removed: $8,202.0] [added: $8,598.9] for the year ended December 31, [removed: 2018] [added: 2020] compared to [removed: $7,011.3] [added: $8,225.4] for the year ended December 31, [removed: 2017,] [added: 2019, which was] an increase of [removed: 17%] [added: 5%] in [removed: both] U.S. [removed: dollars and] [added: dollars, 4% in] constant [removed: currencies] [added: currencies,] and [removed: 14%] [added: 2%] organically (excluding both currency and acquisition [removed: impacts)] [added: impacts),] over the prior year.

Net sales in the Interconnect Products and Assemblies segment (approximately [removed: 95%] [added: 96%] of net sales) increased [removed: 18%] [added: 5%] in U.S. dollars, [removed: 17%] [added: 4%] in constant [removed: currencies] [added: currencies,] and [removed: 14% organically] [added: 2% organically,] in [removed: 2018,] [added: 2020] compared to [removed: 2017.][added: 2019.]

The sales growth was driven by [added: strong] growth in the [removed: mobile devices,] industrial, [removed: automotive,] information technology and data communications, [removed: military, mobile networks] and [removed: commercial aerospace] [added: mobile devices] markets, [removed: partially offset by a slight decline in sales into the broadband communications market,] [added: along] with [added: moderate] growth [removed: resulting primarily from organic strength,] in [removed: addition to] [added: the military market, and] contributions from the Company’s [removed: acquisitions.][added: acquisition program.]

Net sales to the mobile devices market increased (approximately [removed: $403.6) primarily due to growth] [added: $179.9), driven by strength] in [removed: sales of] products incorporated into [removed: smartphones] [added: laptops, tablets, wearable devices,] and [removed: related accessories,] [added: accessories along with production-related products, which was] partially offset by [removed: declining sales] [added: a slight moderation] of [removed: products incorporated] [added: sales] into [removed: tablets.][added: smartphones.]

In 2020, the Company’s net income attributable to Amphenol Corporation was impacted by (a) excess tax benefits related to stock-based compensation of $42.8 resulting from stock option exercises and (b) a discrete tax benefit of $19.9 related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, partially offset by (c) acquisition-related expenses of $11.5 ($10.7 after-tax) primarily comprised of external transaction costs related to acquisitions that were announced or closed.

In 2020, the Company generated Operating Cash Flow of $1,592.0 and Free Cash Flow of $1,327.9.

Impact of Coronavirus (“COVID-19”) on our Operations, Financial Condition, Liquidity and Results of Operations

The COVID-19 pandemic has caused widespread disruptions to our Company during 2020, particularly during the first half of the year.

During the first quarter, these disruptions were primarily limited to our operations in China, which were closed for three weeks during January and February due to government mandates.

As the virus spread to the rest of the world beginning in March and continuing throughout the remainder of 2020, most of our other operations outside of China were also impacted.

As of December 31, 2020, we continue to experience some disruptions, and at a minimum, we expect those disruptions to continue through the first half of 2021 and they could, potentially, extend for the full year and beyond.

These disruptions have included and may continue to include, depending on the specific location, government regulations that limit our ability to operate certain of our facilities at full capacity and to adjust certain costs, travel restrictions, “work-from-home” orders, supplier constraints, supply-chain interruptions, logistics challenges and limitations, and reduced demand from certain customers.

During the fourth quarter of 2020 and into 2021, in several regions around the world, including the United States and Europe, there has been a resurgence in COVID-19 cases.

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, future government regulations and actions in response to the crisis, the timing, availability and effectiveness of vaccines, some of which have recently been approved and distributed for use, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

In addition, the COVID-19 pandemic could impact the health of our management team and other employees.

The Company continues taking actions to mitigate, as best we can, the impact of the COVID-19 pandemic on the health and well-being of our employees, the communities in which we operate and our partners, as well as the impact on our operations and business as a whole.

However, there can be no assurance that the COVID-19 pandemic will not have a material and adverse impact on our operations, financial condition, liquidity and results of operations.

For further discussion on the risks and uncertainties associated with the COVID-19 pandemic, refer to Part I, Item 1A.

_Risk Factors_.

2020 Compared to 2019

The increase in net sales in 2020 was driven by strong growth in several markets, which was partially offset by the sudden and severe slowdown in certain of our markets resulting from the global outbreak of the COVID-19 pandemic, which also caused production disruptions in many parts of the world during much of the first half of 2020.

This sales growth was partially offset by declines in the commercial aerospace, mobile networks and automotive markets, all of which were negatively impacted by the COVID-19 pandemic.

Net sales to the information technology and data communications market increased (approximately $234.0), driven primarily by strong sales growth to data center customers and market demand for storage and networking related products as customers worked to support higher demand for increased bandwidth to support work, school and entertainment activities during the pandemic, along with contributions from acquisitions.

Net sales to the military market increased (approximately $32.2), driven by strength across multiple segments of the military market, offset in part by the impact of pandemic-related production disruptions experienced during the first half of the year.

Net sales to the commercial aerospace market decreased significantly (approximately $135.3) primarily due to the significant impact of the COVID-19 pandemic on travel and aircraft production.

Net sales to the mobile networks market decreased (approximately $98.5), which reflected the impact of the 2019 U.S. Government restrictions on certain Chinese customers as well as reduced demand from both mobile networks equipment manufacturers and mobile operators, partially as a result of the negative impact of the COVID-19 pandemic, offset in part by contributions from acquisitions.

Net sales to the automotive market decreased (approximately $86.0), due to a significant reduction in demand resulting from customer factory shutdowns together with production disruptions in the first half of 2020 resulting from the COVID-19 pandemic, which was partially offset by a strong recovery of demand during the second half of the year.

The decrease in net sales in the Cable Products and Solutions segment was largely driven by the

negative impact of the COVID-19 pandemic primarily during the first half of 2020, as well as an overall weakness in market demand.

| ​ | | 2020 | | | 2019 | | ​ | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

| Consolidated | ​ | $ | 8,598.9 | ​ | $ | 8,225.4 | ​ | 5 | % | ​ | 1 | % | ​ | 4 | % | ​ | 2 | % | ​ | 2 | % | ​ |

Foreign sales in 2020 increased approximately 7% in U.S. dollars ($6,104.9 in 2020 versus $5,700.7 in 2019), 7% in constant currencies and 5% organically, compared to 2019, driven by strong growth in Asia.

Selling and marketing expenses decreased approximately $11.2 in 2020 compared to 2019, and represented approximately 4.0% of net sales in 2020 and 4.3% of net sales in 2019.

Operating income was $1,638.4 or 19.1% of net sales in 2020, compared to $1,619.2 or 19.7% of net sales in 2019.

Operating income for 2020 included acquisition-related expenses of $11.5, primarily comprised of external transaction costs related to acquisitions that were announced or closed.

These acquisition-related expenses in 2020 and 2019 had the effect of decreasing net income by $10.7 or $0.03 per share, and $21.0 or $0.07 per share, respectively.

The decrease in operating margin for the Interconnect Products and Assemblies segment for 2020 compared to 2019 was primarily driven by the significant incremental costs incurred, primarily during the first half of 2020, related to the COVID-19 pandemic.

This decrease in the operating margin during the first half of 2020 was partly offset by strong operating leverage on higher sales volumes during the second half of 2020.

Interest expense was $115.4 in 2020 compared to $117.6 in 2019.

Refer to Note 4 of the Consolidated Financial Statements for further information related to the Company’s debt.

Refer to Note 4 of the accompanying Consolidated Financial Statements and the “Liquidity and Capital Resources” section within this Item 7 for further information related to the Tendered Notes.

Provision for income taxes in 2020 included (i) excess tax benefits of $42.8 from stock option exercises and (ii) a discrete tax benefit of $19.9 related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, which was partially offset by the tax effect related to acquisition-related expenses during the year, each of which had an impact on the effective tax rate and earnings per share by the amounts noted in the table below.

| ​ | ​ | 2020 | | | | | | | | | | | | ​ | 2019 | | | | | | | | | | | |

| Reported (GAAP) | ​ | $ | 1,638.4 | | 19.1 | % | $ | 1,203.4 | ​ | 20.5 | % | $ | 3.91 | ​ | $ | 1,619.2 | | 19.7 | % | $ | 1,155.0 | ​ | 22.2 | % | $ | 3.75 |

In 2018, the Company’s net income attributable to Amphenol Corporation was impacted by the recognition of an income tax benefit of $14.5 related to the completion of the accounting for the Tax Act Charge (defined below) in the fourth quarter of 2018, along with excess tax benefits of $19.8 from stock option exercises, partially offset by acquisition-related expenses incurred during the year.

In 2019, the Company generated operating cash flow of $1,502.3, which net of capital expenditures of $295.0, resulted in Free cash flow of $1,207.3.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”), marking a change from a worldwide tax system to a modified territorial tax system in the United States and a reduction of the U.S. federal corporate income tax rate from 35% to 21%.

As a result of the Tax Act, in the fourth quarter of 2017, the Company recorded an income tax charge of $398.5 (“Tax Act Charge”).

The Tax Act Charge was a provisional amount recorded in accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which was subsequently codified under ASU 2018-05, _Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118_.

Consistent with ASU 2018-05, the Company completed its accounting of the Tax Act Charge and recorded an income tax benefit of $14.5 in 2018, reflecting the interpretive guidance that was issued subsequent to our 2017 Form 10-K filing.

While the Company completed its accounting of the Tax Act in the fourth quarter of 2018 based on the regulatory guidance issued at that time, the Department of Treasury interpretive guidance initiatives are ongoing.

September 2019.

2018 Compared to 2017

Net sales to the automotive market increased (approximately $184.9), driven by growth and expansion in most regions of the global automotive market, as well as contributions from acquisitions.

Net sales to the information technology and data communications market increased (approximately $166.1), reflecting organic growth in products for data centers, including server and networking-related applications, storage, and consumer electronics.

Net sales to the military market increased (approximately $133.2), driven by broad strength across the market including increased sales into avionics, military communications and military airframe applications, as well as missile applications.

Net sales to the mobile networks market increased (approximately $56.3), due to increased sales to both mobile networks equipment manufacturers and mobile operators.

Net sales to the commercial aerospace market increased (approximately $39.6) primarily due to strength in large passenger planes.

The increase in the Cable Products and Solutions segment was primarily due to an increase in cable products sold into the mobile networks market, which was partially offset by the slight decrease in sales into the broadband communications market.

| ​ | | 2018 | | | 2017 | | | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

| Consolidated | ​ | $ | 8,202.0 | ​ | $ | 7,011.3 | ​ | 17 | % | ​ | — | % | ​ | 17 | % | ​ | 3 | % | ​ | 14 | % | ​ |

Foreign sales in 2018 increased approximately 18% in U.S. dollars ($5,960.6 in 2018 versus $5,032.9 in 2017), 17% in constant currencies and 15% organically, compared to 2017 with strength in both Asia and Europe.

Selling and marketing expenses increased approximately $7.6 in 2018 primarily related to the increase in sales volume and represented approximately 4.3% of net sales in 2018 and 4.9% of net sales in 2017.

Operating income was $1,686.9 or 20.6% of net sales in 2018, compared to $1,427.6 or 20.4% of net sales in 2017.

Operating income for 2018 and 2017 includes acquisition-related expenses of $8.5 and $4.0, respectively, related to external transaction costs.

and $1,431.6 or 20.4% in 2017.

The increase in Adjusted Operating Margin for 2018 compared to 2017 was driven primarily by an increase in operating margin for the Interconnect Products and Assemblies segment.

The increase in operating income margin was driven primarily by strong operating leverage on higher sales volumes.

Interest expense was $101.7 in 2018 compared to $92.3 in 2017.

The increase was primarily due to higher average interest rates on the Company’s U.S. Commercial Paper Program (as defined below in this Item 7) and the senior note issuances in April 2017.

The lower effective tax rate in 2018 compared to 2017 resulted primarily from the Tax Act Charge of $398.5 recorded in 2017, which was partially offset by the excess tax benefits of $66.6 from stock option exercises.

The effects of these items were significantly lower in 2018, as the Company recorded an income tax benefit of $14.5 in 2018 related to the completion of the accounting for the Tax Act Charge, along with the excess tax benefits of $19.8 from stock option exercises.

| ​ | ​ | 2018 | | | | | | | | | | | | ​ | 2017 | | | | | | | | | | | |

| Reported (GAAP) | ​ | $ | 1,686.9 | | 20.6 | % | $ | 1,205.0 | ​ | 23.4 | % | $ | 3.85 | ​ | $ | 1,427.6 | | 20.4 | % | $ | 650.5 | ​ | 51.1 | % | $ | 2.06 |

| Acquisition-related expenses | ​ | ​ | 8.5 | ​ | 0.1 | ​ | ​ | 7.2 | ​ | \- | ​ | ​ | 0.02 | ​ | ​ | 4.0 | ​ | \- | ​ | ​ | 3.7 | ​ | \- | ​ | ​ | 0.01 |

| Excess tax benefits related to stock-based compensation | ​ | ​ | \- | ​ | \- | ​ | ​ | (19.8) | ​ | 1.2 | ​ | ​ | (0.06) | ​ | ​ | \- | ​ | \- | ​ | ​ | (66.6) | ​ | 4.9 | ​ | ​ | (0.21) |

| Tax Act Charge (benefit) | ​ | ​ | \- | ​ | \- | ​ | ​ | (14.5) | ​ | 0.9 | ​ | ​ | (0.04) | ​ | ​ | \- | ​ | \- | ​ | ​ | 398.5 | ​ | (29.5) | ​ | ​ | 1.26 |

| Adjusted (non-GAAP) | ​ | $ | 1,695.4 | ​ | 20.7 | % | $ | 1,177.9 | ​ | 25.5 | % | $ | 3.77 | ​ | $ | 1,431.6 | ​ | 20.4 | % | $ | 986.1 | ​ | 26.5 | % | $ | 3.12 |

Operating Cash Flow was $1,112.7 for 2018 compared to $1,144.2 for 2017.

The decrease in Operating Cash Flow for 2018 compared to 2017 was primarily related to (i) certain tax payments made, primarily in the first half of 2018, related to the Tax Act Charge of approximately $87.0, including the first annual installment of the Transition Tax of approximately $18 in the second quarter of 2018 and payments for foreign and U.S. state and local taxes of approximately $69 related to foreign cash repatriated during 2018 and (ii) the Company’s voluntary cash contribution of approximately $81.0 in the first quarter of 2018 to fund our U.S. Plans.

Inventories increased $76.3 to $1,310.1, primarily due to the impact of acquisitions, partially offset by Translation.

Other intangible assets, net increased $44.1 to $442.0 primarily due to the recognition of certain identifiable intangible assets of $111.8 related to the 2019 acquisitions, partially offset by amortization of $67.3.

Other long-term assets increased $199.8 to $296.2 primarily due to the adoption of the new lease standard (“Topic 842”) described in Note 1 and Note 10 of the accompanying Consolidated Financial Statements, which resulted in the recognition of $196.7 of operating lease right-of-use assets as of December 31, 2019.

In [removed: July] [added: October] 2018, the [removed: Company and one of its wholly owned European subsidiaries (collectively, the “Euro Issuer”) entered into a] Euro [removed: Commercial Paper Program, and then in October 2018,] [added: Issuer] issued €500.0 (approximately $574.6) [added: principal amount] of unsecured 2.000% senior notes (“2028 Euro [added: Notes” and collectively with the 2026 Euro Notes, the “Euro] Notes”) due October 8, 2028.

While the [removed: 2028] Euro Notes are denominated in Euros, any borrowings under the Company’s Euro Commercial Paper Program [added: and Revolving Credit Facility] may be denominated in various foreign currencies, including the Euro.

Refer to Note 4 of the Notes to [removed: the] Consolidated Financial Statements for a discussion of debt.

The Company utilizes foreign exchange forward contracts to hedge [removed: exposure to] foreign currency exchange rate fluctuations for [added: exposures associated with (i)] certain transactions denominated in foreign [removed: currencies.][added: currencies and (ii) the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States.]

As of December 31, [removed: 2019,] [added: 2020,] the fair value of such 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, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

The Company does not engage in purchasing forward contracts for trading or speculative [removed: purposes.][added: purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings.]

Refer to Note 1 and Note 5 of the Notes to [removed: the] Consolidated Financial Statements for a discussion of derivative financial instruments.

The Company currently has [removed: outstanding] various fixed rate series of senior notes [added: outstanding] over various maturity dates, two of which were issued in [removed: 2019.][added: 2020.]

While there were no such [added: outstanding] borrowings as of December 31, [removed: 2019,] [added: 2020,] any borrowings under the Revolving Credit Facility either bear interest at or trade at rates that fluctuate with a spread over [removed: LIBOR.][added: LIBOR, and any borrowings under the Commercial Paper Programs are subject to floating interest rates.]

As of December 31, 2019, approximately $400, or 11% of the Company’s outstanding borrowings, which related primarily to the Company’s Commercial Paper Programs, were subject to floating interest [removed: rates.][added: rates; the Company’s average floating rate on borrowings under the U.S. Commercial Paper Program and Euro Commercial Paper Program as of December 31, 2019 was 1.85% and (0.13)%, respectively.]

A 10% change in the interest rate at December 31, [removed: 2019] [added: 2020] and [removed: 2018 for either] [added: 2019 under our Revolving Credit Facility] or [removed: both] Commercial Paper Programs would not have a material effect on interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2020,] [added: 2021,] although there can be no assurances that interest rates will not change significantly.

In May 2020, the Company and one of its wholly owned European subsidiaries (collectively, the “Euro Issuer”) issued €500.0 (approximately $545.4) principal amount of unsecured 0.750% senior notes (“2026 Euro Notes”) due May 4, 2026.

In July 2018, the Euro Issuer entered into a euro-commercial paper program (the “Euro Commercial Paper Program” and collectively with the U.S. Commercial Paper Program, “Commercial Paper Programs”).

As of December 31, 2020, the Company does not have any significant concentration of exposure with any one counterparty.

In February 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due March 1, 2025, the net proceeds of which were used to repay the $400.0 principal amount of 2.20% Senior Notes due April 1, 2020 upon maturity.

In May 2020, the Euro Issuer issued the unsecured 0.750% 2026 Euro Notes, the net proceeds of which were used to repay amounts outstanding under our Revolving Credit Facility.

As of December 31, 2020, there were no outstanding borrowings under the Revolving Credit Facility and Commercial Paper Programs, and therefore, the amount of outstanding borrowings subject to floating interest rates was not material.

In January 2019, the Company issued $500.0 of unsecured 4.350% Senior Notes due June 2029, the net proceeds of which, along with borrowings under the U.S. Commercial Paper Program, were used to repay $750.0 of 2.55% Senior Notes due January 30, 2019.

In September 2019, the Company issued $900.0 of unsecured 2.80% Senior Notes due February 2030, the net proceeds of which were used to repay the cash consideration payable as a result of the tender offers associated with the 3.125% Senior Notes and 4.00% Senior Notes, with the remaining net proceeds being used for general corporate purposes, including to partially reduce outstanding borrowings related to the U.S. Commercial Paper Program.

Any borrowings under the Commercial Paper Programs are subject to floating interest rates.

At December 31, 2019 and 2018, the Company’s average floating rate on borrowings under the U.S. Commercial Paper Program was 1.85% and 2.88%, respectively.

At December 31, 2019 and 2018, the Company’s average floating rate on borrowings under the Euro Commercial Paper Program was (0.13)% and (0.10)%, respectively.

The Company estimates, based on reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately [removed: $175] [added: $180] billion in [removed: 2019.][added: 2020.]

Value-add systems generally consist of a system of cable, flexible circuits or printed circuit boards and [removed: connectors] [added: connectors, antennas or sensors] for linking electronic equipment.

The table below provides a summary of our reporting segments, the [removed: 2019] [added: 2020] net sales contribution of each segment, the primary industry and end markets that we service and our key products:

| Key Products | ​ | Connector and Connector Systems: ● fiber optic interconnect products ● harsh environment interconnect products ● high-speed interconnect products ● power interconnect products, busbars and distribution systems ● radio frequency interconnect products and antennas ● other connectors ​ [added: Sensors and Sensor-based Products: ● gas and moisture ● level ● position ● pressure ● temperature ● vibration ​] Value-Add Products: ● backplane interconnect systems ● cable assemblies and harnesses ● cable management products ​ Other: ● antennas ● flexible and rigid printed circuit boards ● hinges ● molded parts ● production-related products [removed: ● sensors and sensor-based products ● switches] | ​ | Cable: ● coaxial cable ● power cable ● specialty cable ​ Value-Add Products: ● cable assemblies ​ Components: ● combiner/splitter products ● connector and connector systems ● fiber optic components |

Information regarding the Company’s operations and assets by reporting segment, as well as the Company’s net sales and long-lived assets by geographic area, appears in Note 13 of the Notes to [removed: the] Consolidated Financial Statements.

| | ● | _Control costs_ - The Company recognizes the importance in today’s global marketplace of maintaining a competitive 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 the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, dealing with suppliers and vendors in a fair but prudent way to ensure a [removed: reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own.] |

| | ● | _Pursue strategic acquisitions and investments_ - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions. Accordingly, we continue to pursue acquisitions of [removed: high-growth] [added: high] potential companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence. Furthermore, we seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In [removed: 2019,] [added: 2020,] the Company invested approximately [removed: $937] [added: $50] million to fund [removed: nine acquisitions,] [added: two acquisitions and announced a definitive agreement to acquire MTS for $1.7 billion,] while in [removed: 2018,] [added: 2019,] the Company invested approximately [removed: $159] [added: $937] million to fund [removed: three] [added: nine] acquisitions. Our acquisitions in [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] have strengthened our customer base and product offerings in many of our end markets. |

Sales into the automotive market represented approximately [removed: 19%] [added: 17%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

| | ● | hybrid [removed: and electric] vehicles |

Sales into the broadband communications market represented approximately 4% of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the commercial aerospace market represented approximately [removed: 5%] [added: 3%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the industrial market represented approximately [removed: 20%] [added: 22%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the IT and datacom market represented approximately [removed: 19%] [added: 21%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the military market represented approximately 12% of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the mobile devices market represented approximately [removed: 13%] [added: 15%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

Sales into the mobile networks market represented approximately [removed: 8%] [added: 6%] of the Company’s net sales in [removed: 2019] [added: 2020] with sales into the following primary end applications:

No single customer accounted for 10% or more of the Company’s net sales for the [removed: years] [added: year] ended December 31, [removed: 2019 and 2017.][added: 2019.]

During the year ended December 31, [removed: 2018,] [added: 2020,] aggregate sales to Apple Inc., including sales of products to EMS companies that the Company believes are manufacturing products on Apple’s behalf, accounted for approximately [removed: 12%] [added: 11%] of our net sales.

The Company’s sales to distributors represented approximately [added: 16% and] 15% of the Company’s net sales in [removed: 2019.][added: 2020 and 2019, respectively.]

The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping, plating, turning, [removed: CNC] [added: computer numerical control (“CNC”)] machining, extruding, die casting and assembly operations and proprietary process technology for specialty and coaxial cable [removed: production] [added: production, antenna] and sensor fabrication.

Substantially all of the Company’s manufacturing facilities are certified [added: under the requirements of the International Organization for Standardization (the “ISO”), specifically] to the [removed: ISO9000] [added: ISO 9000] series of quality standards, and many of the Company’s manufacturing facilities are certified to other quality standards, including [removed: QS9000, ISO14000] [added: QS 9000, ISO 14000] and [removed: TS16949.][added: TS 16949.]

The Company has an established manufacturing presence in [removed: more than 30] [added: approximately 40] countries.

We believe our balanced geographic distribution lowers our exposure to [removed: any] particular [removed: geography.][added: geographies.]

The Company employs a global manufacturing strategy to ensure proximity and [removed: good] [added: outstanding] service to customers, while also lowering production and logistics costs.

[removed: The Company sources] its products on a worldwide basis.

The Company seeks to position its manufacturing and assembly facilities in order to serve local markets while [removed: coordinating] [added: coordinating,] as [removed: appropriate] [added: appropriate,] product design and manufacturing responsibility with the Company’s other operations around the world.

At the end of [removed: 2019,] [added: 2020,] our research, development, and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately [removed: 3,100] [added: 3,300] employees and were performed primarily by individual operating units focused on specific markets and product technologies.

We own a large portfolio of patents that principally relate to [added: mechanical,] electrical, [removed: optical, electronic,] [added: optical and electronic features of connector,] antenna and sensor products.

Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent [added: protection is obtained.]

Information regarding our [removed: purchasing] obligations related to commitments to purchase certain goods and services is disclosed in Note 14 of the Notes to [removed: the] Consolidated Financial Statements.

Primary competitors within the Interconnect Products and Assemblies segment include [added: Aptiv,] Carlisle, Commscope, [removed: Delphi, Esterline,] [added: Eaton,] Foxconn, Hirose, Huber & Suhner, ICT Luxshare, JAE, Jonhon, JST, Molex, Radiall, Rosenberger, Sensata, TE Connectivity, Yazaki and 3M, among others.

The Company estimates that its backlog of unfilled firm orders as of December 31, [removed: 2019] [added: 2020] was approximately [removed: $1.978] [added: $2.380] billion compared with backlog of approximately [removed: $1.720] [added: $1.978] billion as of December 31, [removed: 2018.][added: 2019.]

The Company believes that it has a good relationship with [added: both] its unionized and non-unionized employees.

The Company’s annual report on Form 10-K and all of the Company’s other filings with the [removed: U.S. Securities and Exchange Commission (“SEC”),] [added: SEC,] such as quarterly reports on Form 10-Q, current reports on Form [removed: 8-K] [added: 8-K, proxy statements,] and any amendments to [removed: those reports,] [added: such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”),] are [added: also] available to view, free of charge, on the Company’s website, www.amphenol.com, as soon as reasonably practicable after they are [removed: filed] electronically [added: filed] with, or furnished to, the SEC.

| % of 2020 Net Sales: | ​ | 96% | ​ | 4% |

| ​ | ​ | ​ | ​ | ​ |

Coronavirus (“COVID-19”) Pandemic

The COVID-19 pandemic has affected our manufacturing facilities throughout the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

Throughout most of 2020, particularly during the first half of the year, the COVID-19 pandemic has caused widespread disruptions to our Company, which have included and may continue to include, depending on the specific location, government regulations that limit our ability to operate certain of our facilities at full capacity and to adjust certain costs, travel restrictions, “work-from-home” orders, supplier constraints, supply-chain interruptions, logistics challenges and limitations, and reduced demand from certain customers.

During the fourth quarter of 2020 and into 2021, in several regions around the world, including the United States and Europe, there has been a resurgence in COVID-19 cases.

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, future government regulations and actions in response to the crisis, the timing, availability and effectiveness of vaccines, some of which have recently been approved and distributed for use, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

In addition, the COVID-19 pandemic could impact the health of our management team and other employees.

Given these uncertainties, we expect the pandemic to continue to have an impact on our operations, financial condition, liquidity and results of operations through at least the first half of 2021 and it could, potentially, extend for the full year and beyond.

For a discussion of certain risks related to the COVID-19 pandemic, refer to the risk factor titled “We face significant risks related to adverse public health developments, including epidemics and pandemics such as the COVID-19 pandemic” in Part I, Item 1A.

For a discussion of the financial impact of the COVID-19 pandemic on our operations, financial condition, liquidity and results of operations, refer to Part II, Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_.

| | | reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own. |

| | ● | electric vehicles |

| | ● | transmission systems |

| | ● | entertainment |

| | ● | public safety |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

The Company sources

Backlog and Seasonality

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.

The ongoing COVID-19 pandemic could result in temporary changes to the seasonality of our business.

For a discussion of certain risks related to the COVID-19 pandemic, refer to the risk factor titled “We face significant risks related to adverse public health developments, including epidemics and pandemics such as the COVID-19 pandemic” in Part I, Item 1A.

_Risk Factors_ herein.

Human Capital Management and Our Culture

The Company’s success is based on the capability, adaptability and accountability of our people around the world.

One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.

Each of our general managers operates in a flat organizational structure and is incented to grow and develop their business, with the support of the resources of the larger organization.

We believe this structure, with approximately 120 general managers running unique businesses, creates an environment and culture where each of our employees has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate.

As of December 31, 2020, the Company had approximately 80,000 employees worldwide, with the majority of our people based in the Asia-Pacific region.

_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.

This oversight is conducted 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 annually, meets with management to discuss various human resources related topics, including talent development, succession planning, compensation and culture.

We believe the Company’s culture has been a critical component of the Company’s success and reinforcing that culture is a key responsibility of our executive management.

_Diversity and Inclusion_ - Our business spans the globe and the employees in our facilities reflect the diversity of our geographic footprint.

The Company generally relies on local general management in every region, which we believe creates a strong degree of organizational stability and a deep commitment to our people and the local community.

| ​ | ​ | ​ | ​ | ​ |

| % of 2019 Net Sales: | ​ | 95% | ​ | 5% |

protection is obtained.

Backlog

Employees

As of December 31, 2019, the Company had approximately 74,000 employees worldwide.

​

Information with respect to legal proceedings and this item is included in Note 14 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this report, which is incorporated herein by reference.

The Company has been named as a defendant in several legal actions arising from normal business activities.

Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Refer to “Risk Factors” in Part I, Item 1A herein for additional information regarding legal risks and uncertainties.

In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector General, requesting documents pertaining to certain products manufactured by the Company’s Military and Aerospace Group that are purchased or used by the U.S. government.

The Company is cooperating with the request.

The Company is currently unable to estimate the timing or outcome of the matter.

​

For the Fiscal Year Ended December 31, [removed: 2019][added: 2020]

[removed: ][added: ]

As of June 30, [removed: 2019,] [added: 2020,] 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 [removed: $21,238] [added: $25,254] million.

As of January 31, [removed: 2020,] [added: 2021,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 298,101,155.][added: 299,576,711.]

| ​ | ​ | [Customers and Geographies](#CustomersandGeographies_827254) | ​ | [removed: 7] [added: 8] |

| ​ | ​ | [Research and Development](#ResearchandDevelopment_193677) | ​ | [removed: 8] [added: 9] |

| ​ | ​ | [Intellectual Property](#IntellectualProperty_823167) | ​ | [removed: 8] [added: 9] |

| ​ | ​ | [Competition](#Competition_836450) | ​ | [removed: 9] [added: 10] |

| ​ | ​ | [removed: [Backlog](#Backlog_272017)] [added: [Backlog and Seasonality](#Backlog_272017)] | ​ | [removed: 9] [added: 10] |

| ​ | ​ | [Environmental Matters](#EnvironmentalMatters_915879) | ​ | [removed: 10] [added: 11] |

| ​ | ​ | [Available Information](#AvailableInformation_571865) | ​ | [removed: 10] [added: 11] |

| ​ | [Item 1A.](#Item1ARiskFactors_212400) | [Risk Factors](#Item1ARiskFactors_212400) | ​ | [removed: 10] [added: 12] |

| ​ | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | ​ | [removed: 18] [added: 21] |

| ​ | [Item 2.](#Item2Properties_897531) | [Properties](#Item2Properties_897531) | ​ | [removed: 18] [added: 21] |

| ​ | [Item 3.](#Item3LegalProceedings_984388) | [Legal Proceedings](#Item3LegalProceedings_984388) | ​ | [removed: 18] [added: 21] |

| ​ | [Item 4.](#Item4MineSafetyDisclosures_949251) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_949251) | ​ | [removed: 18] [added: 21] |

| ​ | [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 19] [added: 22] |

| ​ | [Item 6.](#Item6SelectedFinancialData_418162) | [Selected Financial Data](#Item6SelectedFinancialData_418162) | ​ | [removed: 21] [added: 24] |

| ​ | [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [removed: 22] [added: 25] |

| ​ | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 40] [added: 44] |

| ​ | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 41] [added: 45] |

| ​ | ​ | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | ​ | [removed: 41] [added: 45] |

| ​ | ​ | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | ​ | [removed: 43] [added: 47] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | ​ | [removed: 44] [added: 48] |

| ​ | ​ | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | ​ | [removed: 45] [added: 49] |

| ​ | ​ | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | ​ | [removed: 46] [added: 50] |

| ​ | ​ | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | ​ | [removed: 47] [added: 51] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | ​ | [removed: 48] [added: 52] |

| ​ | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 78] [added: 86] |

| ​ | [Item 9A.](#Item9AControlsandProcedures_802439) | [Controls and Procedures](#Item9AControlsandProcedures_802439) | ​ | [removed: 78] [added: 86] |

| ​ | [Item 9B.](#Item9BOtherInformation_858302) | [Other Information](#Item9BOtherInformation_858302) | ​ | [removed: 78] [added: 86] |

| ​ | [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 79] [added: 87] |

| ​ | [Item 11.](#Item11ExecutiveCompensation_611183) | [Executive Compensation](#Item11ExecutiveCompensation_611183) | ​ | [removed: 79] [added: 87] |

| ​ | [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: 79] [added: 87] |

| ​ | [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: 79] [added: 87] |

| ​ | [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | ​ | [removed: 79] [added: 87] |

| ​ | [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | ​ | [removed: 80] [added: 88] |

| ​ | [Item 16.](#Item16Form10KSummary) | [Form 10-K Summary](#Item16Form10KSummary) | ​ | [removed: 82] [added: 90] |

| ​ [Signature of the Registrant](#Signatures_746471) | | | ​ | [removed: 84] [added: 92] |

| [Signatures of the Directors](#Signatures_746471) | | | ​ | [removed: 84] [added: 92] |

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 prepared or issued its audit report.

| ​ | ​ | [Coronavirus (“COVID-19”) Pandemic](#Coronavirus) | ​ | 4 |

| ​ | ​ | [Human Capital Management and Our Culture](#HumanCapital) | ​ | 10 |

_Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity or other financial matters, together with any forward-looking statements related in any way to (i) the coronavirus (“COVID-19”) pandemic including its future impact on Amphenol Corporation (together with its subsidiaries, the “Company”) and (ii) the expected timing of the Company’s acquisition of MTS Systems Corporation (“MTS”) and related divestiture of the Test & Simulation business to Illinois Tool Works Inc. (“ITW”), all of which are discussed within this Annual Report on Form 10-K.

Forward-looking statements related to the acquisition of MTS and the divestiture of the Test & Simulation business are subject to a number of risks that include, but are not limited to: (i) the risk that the proposed merger between Amphenol and MTS, and/or the proposed subsequent sale of the MTS Test & Simulation business to ITW, may not be completed in a timely manner or at all, (ii) unanticipated difficulties or expenditures relating to the proposed transactions, the response of business partners and competitors to the announcement of the proposed transactions, potential disruptions to current plans and operations and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transactions and (iii) the failure of the transactions, if completed, to deliver the financial benefits to Amphenol currently anticipated by the Amphenol management team.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.

| ​ | ​ | [Employees](#Employees_978101) | ​ | 9 |

Such forward-looking statements may also be impacted by, among other things, additional guidance under the U.S. Tax Cuts and Jobs Act (“Tax Act”).

At December 31, [removed: 2019,] [added: 2020,] the Company operated a total of approximately [removed: 475] [added: 480] plants, warehouses and offices of which (a) the locations in the U.S. had approximately [removed: 4.2] [added: 3.9] million square feet, of which approximately [removed: 1.9] [added: 2.0] million square feet were leased; (b) the locations outside the U.S. had approximately [removed: 17.5] [added: 17.6] million square feet, of which approximately [removed: 13.3] [added: 13.6] million square feet were leased; and (c) the square footage by segment was approximately [removed: 20.4] [added: 20.2] million square feet and approximately 1.3 million square feet for the Interconnect Products and Assemblies segment and the Cable Products and Solutions segment, respectively.

Of the total plants, warehouses and offices operated by the Company, approximately 200 are manufacturing facilities with over 10,000 square feet, of which approximately half are ISO 14001 certified.

As of January 31, [removed: 2020,] [added: 2021,] there were [removed: 35] [added: 32] holders of record of the Company’s Common Stock.

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, [removed: 2019] [added: 2020] 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 of Amphenol and each index on December 31, [removed: 2014,] [added: 2015,] reflects reinvested dividends and is weighted on a market capitalization basis [removed: at] [added: as of] the [removed: time] [added: beginning] of each [removed: reported data point.][added: year.]

[removed: ][added: ]

The following table sets forth the dividends declared per common share for each quarter of [removed: 2019] [added: 2020] and [removed: 2018:][added: 2019:]

| First Quarter | ​ | $ | [removed: 0.23] [added: 0.25] | ​ | $ | [removed: 0.19] [added: 0.23] |

| Second Quarter | ​ | | [removed: 0.23] [added: 0.25] | ​ | | 0.23 |

| Third Quarter | ​ | | 0.25 | ​ | | [removed: 0.23] [added: 0.25] |

| Fourth Quarter | ​ | | [removed: 0.25] [added: 0.29] | ​ | | [removed: 0.23] [added: 0.25] |

| Total | ​ | $ | [removed: 0.96] [added: 1.04] | ​ | $ | [removed: 0.88] [added: 0.96] |

Dividends declared and paid for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] _(in millions)_ were as follows:

| Dividends declared | | | | ​ | $ | [removed: 285.3] [added: 310.0] | ​ | $ | [removed: 264.3] [added: 285.3] |

| Dividends paid (including those declared in the prior year) | | | | ​ | | [removed: 279.5] [added: 297.6] | ​ | | [removed: 253.7] [added: 279.5] |

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2019:][added: 2020:]

In April 2018, the Company’s Board of Directors 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 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as [removed: amended (the “Exchange Act”).][added: amended.]

During the year ended December 31, [removed: 2019,] [added: 2020,] the Company repurchased [removed: 6.5] [added: 6.0] million shares of its Common Stock for [removed: $601.7] [added: $641.3] million under the 2018 Stock Repurchase Program.

Of the total repurchases in [removed: 2019, 5.5] [added: 2020, 1.4] million shares, or [removed: $514.1] [added: $153.9] million, have been [removed: retired by the Company; the remaining 1.0 million shares, or $87.6 million, were] retained in Treasury stock at time of [removed: repurchase.][added: repurchase; the remaining 4.6 million shares, or $487.4 million, have been retired by the Company.]

From January 1, [removed: 2020] [added: 2021] through January 31, [removed: 2020,] [added: 2021,] the Company repurchased [removed: 0.3] [added: $4.0] million [removed: additional shares] of [added: its] Common [removed: Stock for $29.0 million, leaving $816.1 million available] [added: Stock, and has remaining authorization] to purchase [added: up to $199.8 million of its Common Stock] under the 2018 Stock Repurchase Program.

The price and timing of any future purchases under the 2018 Stock Repurchase Program will depend on [added: a number of] factors such as levels of cash generation from operations, the [added: level of uncertainty relating to the COVID-19 pandemic, the] volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price.

The table below reflects the Company’s stock repurchases for the year ended December 31, [removed: 2019:][added: 2020:]

| Fourth Quarter - [removed: 2019:] [added: 2020:] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Stock Split

On January 27, 2021, the Company announced that its Board of Directors approved a two-for-one split of the Company’s common stock.

The stock split will be effected in the form of a stock dividend paid to shareholders of record as of the close of business on February 16, 2021.

The Company expects the additional shares will be distributed on March 4, 2021.

Refer to Note 8 of the Notes to Consolidated Financial Statements for the pro forma effect of this stock split as if it had been effective for all years presented.

| ​ | | 2020 | | | 2019 | |

| ​ | | ​ | ​ | ​ | 2020 | | ​ | 2019 | |

| Equity compensation plans approved by security holders | | 34,005,999 | ​ | $ | 75.17 | | 17,863,121 | ​ |

| Total | | 34,005,999 | ​ | $ | 75.17 | | 17,863,121 | ​ |

| First Quarter - 2020 | ​ | 2,692,461 | ​ | $ | 95.54 | ​ | 2,692,461 | ​ | $ | 587.9 | ​ |

| Second Quarter - 2020 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 587.9 | ​ |

| Third Quarter - 2020 | ​ | 1,869,448 | ​ | ​ | 108.01 | ​ | 1,869,448 | ​ | ​ | 385.9 | ​ |

| October 1 to October 31, 2020 | | 193,338 | ​ | | 113.77 | | 193,338 | | ​ | 363.9 | ​ |

| November 1 to November 30, 2020 | | 778,155 | ​ | | 123.31 | | 778,155 | | ​ | 268.0 | ​ |

| December 1 to December 31, 2020 | | 486,227 | ​ | | 132.07 | | 486,227 | | ​ | 203.8 | ​ |

| ​ | ​ | 1,457,720 | ​ | ​ | 124.97 | ​ | 1,457,720 | ​ | ​ | 203.8 | ​ |

| Total - 2020 | | 6,019,629 | ​ | $ | 106.54 | | 6,019,629 | | $ | 203.8 | ​ |

| ​ | | 2019 | | | 2018 | |

| ​ | | ​ | ​ | ​ | 2019 | | ​ | 2018 | |

​

| Equity compensation plans approved by security holders | | 35,687,722 | ​ | $ | 67.71 | | 23,676,326 | ​ |

| Total | | 35,687,722 | ​ | $ | 67.71 | | 23,676,326 | ​ |

| First Quarter - 2019 | ​ | 1,773,423 | ​ | $ | 90.24 | ​ | 1,773,423 | ​ | $ | 1,286.7 | ​ |

| Second Quarter - 2019 | ​ | 2,642,694 | ​ | ​ | 94.09 | ​ | 2,642,694 | ​ | ​ | 1,038.1 | ​ |

| Third Quarter - 2019 | ​ | 1,695,800 | ​ | ​ | 88.43 | ​ | 1,695,800 | ​ | ​ | 888.1 | ​ |

| October 1 to October 31, 2019 | | — | ​ | | — | | — | | ​ | 888.1 | ​ |

| November 1 to November 30, 2019 | | 146,100 | ​ | | 102.57 | | 146,100 | | ​ | 873.1 | ​ |

| December 1 to December 31, 2019 | | 272,269 | ​ | | 103.04 | | 272,269 | | ​ | 845.1 | ​ |

| ​ | ​ | 418,369 | ​ | ​ | 102.88 | ​ | 418,369 | ​ | ​ | 845.1 | ​ |

| Total - 2019 | | 6,530,286 | ​ | $ | 92.14 | | 6,530,286 | | $ | 845.1 | ​ |

| in millions, except per share data) | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ | [removed: 2017] [added: 2018] | | ​ | [removed: 2016] [added: 2017] | | ​ | [removed: 2015] [added: 2016] | | | ​ |

| Net sales | ​ | $ | [removed: 8,225.4] [added: 8,598.9] | ​ | $ | [removed: 8,202.0] [added: 8,225.4] | ​ | $ | [removed: 7,011.3] [added: 8,202.0] | ​ | $ | [removed: 6,286.4] [added: 7,011.3] | ​ | $ | [removed: 5,568.7] [added: 6,286.4] | ​ | ​ |

| Net income attributable to Amphenol Corporation | ​ | | [removed: 1,155.0] [added: 1,203.4] | (1) | | [removed: 1,205.0] [added: 1,155.0] | (2) | | [removed: 650.5] [added: 1,205.0] | (3) | | [removed: 822.9] [added: 650.5] | (4) | | [removed: 763.5] [added: 822.9] | (5) | ​ |

| Net income per common share—Diluted | ​ | | [removed: 3.75] [added: 3.91] | (1) | | [removed: 3.85] [added: 3.75] | (2) | | [removed: 2.06] [added: 3.85] | (3) | | [removed: 2.61] [added: 2.06] | (4) | | [removed: 2.41] [added: 2.61] | (5) | ​ |

| Cash, cash equivalents and short-term investments | ​ | $ | [removed: 908.6] [added: 1,738.1] | ​ | $ | [removed: 1,291.7] [added: 908.6] | ​ | $ | [removed: 1,753.7] [added: 1,291.7] | ​ | $ | [removed: 1,173.2] [added: 1,753.7] | ​ | $ | [removed: 1,760.4] [added: 1,173.2] | ​ | ​ |

| Working capital | ​ | | [removed: 2,078.5] [added: 3,186.5] | ​ | | [removed: 2,120.3] [added: 2,078.5] | ​ | | [removed: 3,076.6] [added: 2,120.3] | ​ | | [removed: 1,956.0] [added: 3,076.6] | ​ | | [removed: 2,841.6] [added: 1,956.0] | ​ | ​ |

| Total assets | ​ | | [removed: 10,815.5] [added: 12,327.3] | ​ | | [removed: 10,044.9] [added: 10,815.5] | ​ | | [removed: 10,003.9] [added: 10,044.9] | ​ | | [removed: 8,498.7] [added: 10,003.9] | ​ | | [removed: 7,458.4] [added: 8,498.7] | ​ | ​ |

| Long-term debt, including current portion | ​ | | [removed: 3,606.7] [added: 3,866.5] | ​ | | [removed: 3,570.7] [added: 3,606.7] | ​ | | [removed: 3,542.6] [added: 3,570.7] | ​ | | [removed: 3,010.7] [added: 3,542.6] | ​ | | [removed: 2,813.5] [added: 3,010.7] | ​ | ​ |

| Shareholders’ equity attributable to Amphenol Corporation | ​ | | [removed: 4,530.3] [added: 5,384.9] | ​ | | [removed: 4,017.0] [added: 4,530.3] | ​ | | [removed: 3,989.8] [added: 4,017.0] | ​ | | [removed: 3,674.9] [added: 3,989.8] | ​ | | [removed: 3,238.5] [added: 3,674.9] | ​ | ​ |

| Weighted average shares outstanding—Diluted | ​ | | [removed: 307.9] [added: 307.5] | ​ | | [removed: 312.6] [added: 307.9] | ​ | | [removed: 316.5] [added: 312.6] | ​ | | [removed: 315.2] [added: 316.5] | ​ | | [removed: 316.5] [added: 315.2] | ​ | ​ |

| Cash dividends declared per share | ​ | $ | [removed: 0.96] [added: 1.04] | ​ | $ | [removed: 0.88] [added: 0.96] | ​ | $ | [removed: 0.70] [added: 0.88] | ​ | $ | [removed: 0.58] [added: 0.70] | ​ | $ | [removed: 0.53] [added: 0.58] | ​ | ​ |

| [removed: (1)] | [added: (2) |] Includes (a) excess tax benefits related to stock-based compensation of $38.1 resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $25.4 ($21.0 after-tax) comprised of the amortization related to the value associated with acquired backlog from two acquisitions, along with external transaction costs and (c) refinancing-related costs of $14.3 ($12.5 after-tax) associated with the early extinguishment of debt. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $4.6 and $0.01 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7 herein, were $1,150.4 and $3.74 per share, respectively, for the year ended December 31, 2019. |

| [removed: (2)] | [added: (3) |] Includes (a) an income tax benefit of $14.5 recorded in 2018 related to the completion of the accounting associated with the provisional income tax charge recorded in 2017 related to the enactment of the Tax Cuts and Jobs Act and (b) excess tax benefits related to stock-based compensation of $19.8 resulting from stock option exercises, partially offset by (c) acquisition-related expenses of $8.5 ($7.2 after-tax) primarily relating to external transaction costs. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $27.1 and $0.08 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $1,177.9 and $3.77 per share, respectively, for the year ended December 31, 2018. |

| [removed: (3)] | [added: (4) |] Includes (a) an income tax charge of $398.5 related to the enactment of the Tax Cuts and Jobs Act, which represented our estimate of taxes arising from the implementation of a modified territorial tax regime and the deemed and intended repatriation of prior unremitted earnings of foreign subsidiaries, partially offset by the tax benefit associated with the remeasurement of the Company’s U.S. net deferred tax liabilities due to the U.S. federal corporate tax rate reduction and (b) acquisition-related expenses of $4.0 ($3.7 after-tax) primarily relating to external transaction costs associated with 2017 acquisitions, partially offset by (c) excess tax benefits related to stock-based compensation of $66.6 resulting from stock option exercises. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $335.6 and $1.06 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $986.1 and $3.12 per share, respectively, for the year ended December 31, 2017. |

| [removed: (4)] | [added: (5) |] Includes acquisition-related expenses of $36.6 ($33.1 after-tax) primarily relating to the FCI Asia Pte. Ltd. (“FCI”) and other 2016 acquisitions, including external transaction costs, amortization related to the value associated with acquired backlog and restructuring charges. These items had the aggregate effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $33.1 and $0.11 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $856.0 and $2.72 per share, respectively, for the year ended December 31, 2016. |

| | (1) | Includes (a) excess tax benefits related to stock-based compensation of $42.8 resulting from stock option exercises and (b) a discrete tax benefit of $19.9 related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes, partially offset by (c) acquisition-related expenses of $11.5 ($10.7 after-tax) primarily comprised of external transaction costs related to acquisitions that were announced or closed. These items had the aggregate effect of increasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $52.0 and $0.17 per share, respectively. Excluding the effect of these items, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS, both non-GAAP financial measures defined in Part II, Item 7 herein, were $1,151.4 and $3.74 per share, respectively, for the year ended December 31, 2020. |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

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| --- | --- |

| (5) | Includes acquisition-related expenses of $5.7 ($5.7 after-tax) relating to acquisitions closed and announced in 2015. These acquisition-related expenses had the effect of decreasing Net income attributable to Amphenol Corporation and Net income per common share-Diluted by $5.7 and $0.02 per share, respectively. Excluding the effect of this item, Adjusted Net Income attributable to Amphenol Corporation and Adjusted Diluted EPS were $769.2 and $2.43 per share, respectively, for the year ended December 31, 2015. |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] 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 the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with accounting principles generally accepted in the United States of America (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, [removed: 2019,] [added: 2020,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

The Company has unrecognized tax benefits of [removed: $201.3] [added: $174.5] million, including penalties and interest, as of December 31, [removed: 2019.][added: 2020.]

| | ◾ | Evaluating [removed: former, ongoing] [added: former] and [removed: anticipated] [added: ongoing] tax audits by tax authorities |

| ​ | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | |

| Net sales | ​ | $ | [removed: 8,225.4] [added: 8,598.9] | ​ | $ | [removed: 8,202.0] [added: 8,225.4] | ​ | $ | [removed: 7,011.3] [added: 8,202.0] | ​ |

| Cost of sales | ​ | | [removed: 5,609.4] [added: 5,934.8] | ​ | | [removed: 5,547.1] [added: 5,609.4] | ​ | | [removed: 4,701.4] [added: 5,547.1] | ​ |

| Gross profit | ​ | | [removed: 2,616.0] [added: 2,664.1] | ​ | | [removed: 2,654.9] [added: 2,616.0] | ​ | | [removed: 2,309.9] [added: 2,654.9] | ​ |

| Acquisition-related expenses | ​ | | [removed: 25.4] [added: 11.5] | ​ | | [removed: 8.5] [added: 25.4] | ​ | | [removed: 4.0] [added: 8.5] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 971.4] [added: 1,014.2] | ​ | | [removed: 959.5] [added: 971.4] | ​ | | [removed: 878.3] [added: 959.5] | ​ |

| Operating income | ​ | | [removed: 1,619.2] [added: 1,638.4] | ​ | | [removed: 1,686.9] [added: 1,619.2] | ​ | | [removed: 1,427.6] [added: 1,686.9] | ​ |

| Interest expense | ​ | | [removed: (117.6)] [added: (115.4)] | ​ | | [removed: (101.7)] [added: (117.6)] | ​ | | [removed: (92.3)] [added: (101.7)] | ​ |

| Loss on early extinguishment of debt | ​ | ​ | [removed: (14.3)] [added: —] | ​ | ​ | [removed: —] [added: (14.3)] | ​ | ​ | — | ​ |

| Other income, net | ​ | | [removed: 8.6] [added: 3.6] | ​ | | [removed: 3.2] [added: 8.6] | ​ | | [removed: 17.1] [added: 3.2] | ​ |

| Income before income taxes | ​ | | [removed: 1,495.9] [added: 1,526.6] | ​ | | [removed: 1,588.4] [added: 1,495.9] | ​ | | [removed: 1,352.4] [added: 1,588.4] | ​ |

| Provision for income taxes | ​ | | [removed: (331.9)] [added: (313.3)] | ​ | | [removed: (371.5)] [added: (331.9)] | ​ | | [removed: (691.7)] [added: (371.5)] | ​ |

| Net income | ​ | | [removed: 1,164.0] [added: 1,213.3] | ​ | | [removed: 1,216.9] [added: 1,164.0] | ​ | | [removed: 660.7] [added: 1,216.9] | ​ |

| Less: Net income attributable to noncontrolling interests | ​ | | [removed: (9.0)] [added: (9.9)] | ​ | | [removed: (11.9)] [added: (9.0)] | ​ | | [removed: (10.2)] [added: (11.9)] | ​ |

| Net income attributable to Amphenol Corporation | ​ | $ | [removed: 1,155.0] [added: 1,203.4] | ​ | $ | [removed: 1,205.0] [added: 1,155.0] | ​ | $ | [removed: 650.5] [added: 1,205.0] | ​ |

| Net income per common share — Basic | ​ | $ | [removed: 3.88] [added: 4.04] | ​ | $ | [removed: 4.00] [added: 3.88] | ​ | $ | [removed: 2.13] [added: 4.00] | ​ |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 297.5] [added: 298.0] | ​ | | [removed: 301.2] [added: 297.5] | ​ | | [removed: 305.7] [added: 301.2] | ​ |

| Net income per common share — Diluted | ​ | $ | [removed: 3.75] [added: 3.91] | ​ | $ | [removed: 3.85] [added: 3.75] | ​ | $ | [removed: 2.06] [added: 3.85] | ​ |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 307.9] [added: 307.5] | ​ | | [removed: 312.6] [added: 307.9] | ​ | | [removed: 316.5] [added: 312.6] | ​ |

| Dividends declared per common share | ​ | $ | [removed: 0.96] [added: 1.04] | ​ | $ | [removed: 0.88] [added: 0.96] | ​ | $ | [removed: 0.70] [added: 0.88] | ​ |

| Net income | ​ | $ | [removed: 1,164.0] [added: 1,213.3] | ​ | $ | [removed: 1,216.9] [added: 1,164.0] | ​ | $ | [removed: 660.7] [added: 1,216.9] | ​ |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Foreign currency translation adjustments | ​ | | [removed: (40.8)] [added: 155.0] | ​ | | [removed: (167.0)] [added: (40.8)] | ​ | | [removed: 243.3] [added: (167.0)] | ​ |

| Unrealized [removed: gain] (loss) [added: gain] on [removed: cash flow hedges] [added: hedging activities] | ​ | | [removed: 0.1] [added: (0.2)] | ​ | | [removed: 0.4] [added: 0.1] | ​ | | [removed: (0.1)] [added: 0.4] | ​ |

| Pension and postretirement benefit plan adjustment | ​ | ​ | [removed: (0.4)] [added: 1.7] | ​ | ​ | [removed: (1.8)] [added: (0.4)] | ​ | ​ | [removed: 27.8] [added: (1.8)] | ​ |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | ​ | | [removed: (41.1)] [added: 156.5] | ​ | | [removed: (168.4)] [added: (41.1)] | ​ | | [removed: 271.0] [added: (168.4)] | ​ |

| Total comprehensive income | ​ | | [removed: 1,122.9] [added: 1,369.8] | ​ | | [removed: 1,048.5] [added: 1,122.9] | ​ | | [removed: 931.7] [added: 1,048.5] | ​ |

| Less: Comprehensive income attributable to noncontrolling interests | ​ | | [removed: (8.6)] [added: (13.6)] | ​ | | [removed: (9.2)] [added: (8.6)] | ​ | | [removed: (13.2)] [added: (9.2)] | ​ |

| Comprehensive income attributable to Amphenol Corporation | ​ | $ | [removed: 1,114.3] [added: 1,356.2] | ​ | $ | [removed: 1,039.3] [added: 1,114.3] | ​ | $ | [removed: 918.5] [added: 1,039.3] | ​ |

| ​ | | [added: 2020 | | |] 2019 | | | 2018 | | |

| Cash and cash equivalents | ​ | $ | [removed: 891.2] [added: 1,702.0] | ​ | $ | [removed: 1,279.3] [added: 891.2] | ​ |

| Short-term investments | ​ | | [removed: 17.4] [added: 36.1] | ​ | | [removed: 12.4] [added: 17.4] | ​ |

| Total cash, cash equivalents and short-term investments | ​ | | [removed: 908.6] [added: 1,738.1] | ​ | | [removed: 1,291.7] [added: 908.6] | ​ |

| Accounts receivable, less allowance for doubtful accounts of [removed: $33.6] [added: $44.8] and [removed: $33.5,] [added: $33.6,] respectively | ​ | | [removed: 1,736.4] [added: 1,951.6] | ​ | | [removed: 1,791.8] [added: 1,736.4] | ​ |

February 10, 2021

| ​ | | 2020 | | | 2019 | | |

| ​ | ​ | $ | 12,327.3 | ​ | $ | 10,815.5 | ​ |

| ​ | ​ | $ | 12,327.3 | ​ | $ | 10,815.5 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cumulative effect of adoption of credit loss standard (ASU 2016-13) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (3.8) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (3.8) |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,203.4 | ​ | ​ | ​ | ​ | | 9.9 | ​ | | 1,213.3 |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2.1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5.9) | ​ | ​ | (8.0) |

| Stock options exercised | | 6 | ​ | | — | ​ | 1 | ​ | ​ | 113.6 | ​ | | 316.7 | ​ | ​ | (45.2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 385.1 |

| Balance December 31, 2020 | | 300 | ​ | $ | 0.3 | ​ | (1) | ​ | $ | (111.1) | ​ | $ | 2,068.4 | ​ | $ | 3,705.4 | ​ | $ | (278.1) | ​ | $ | 67.0 | ​ | $ | 5,451.9 |

| Net income | ​ | $ | 1,213.3 | ​ | $ | 1,164.0 | ​ | $ | 1,216.9 | ​ |

| Other | ​ | ​ | (0.6) | ​ | ​ | — | ​ | ​ | — | ​ |

| Borrowings under credit facilities | ​ | | 1,567.4 | ​ | | — | ​ | | — | ​ |

| Repayments under credit facilities | ​ | ​ | (1,568.1) | ​ | ​ | — | ​ | ​ | — | ​ |

| Payment of acquisition-related contingent consideration | ​ | | (75.0) | ​ | | — | ​ | ​ | — | ​ |

| Payment of deferred purchase price related to an acquisition | ​ | ​ | (16.2) | ​ | ​ | — | ​ | ​ | — | ​ |

Effective January 1, 2020, as a result of our adoption of Accounting Standards Update (“ASU”) No. 2016-13, _Measurement of Credit Losses on Financial Instruments_ (“ASU 2016-13”), the Company assesses and records an allowance for expected credit losses on accounts receivable.

Refer to the end of Note 1 herein for further discussion on the adoption of ASU 2016-13.

Certain real estate

The Company reviews its reporting unit structure each year or more frequently based on changes in our organization.

In the third quarter of 2020, when testing for goodwill impairment, the Company performed a quantitative goodwill impairment assessment for each reporting unit.

As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using a market approach.

The Company believes the market-based guideline public company method provides the best indicator of fair value, by utilizing market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry.

Significant judgments, estimates and assumptions were used in the Company’s goodwill impairment assessment, including historical profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly traded companies and from recent transactions within the industry.

As there are inherent uncertainties and management’s judgment related to impairment analyses, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment.

As of July 1, 2020, the Company determined that the fair value of each of the Company’s reporting units was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment.

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.

The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

The accounting associated with each of the provisional amounts was completed in 2018.

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 shareholders.

Net income attributable to noncontrolling interests is classified below net income.

Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.

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.

As of December 31, 2020, the Company does not have any significant concentration of exposure with any one counterparty.

_Cash Flow Hedges_

As of December 31, 2020 and 2019, the aggregate notional value of our outstanding cash flow hedge contracts was approximately $94 and $101, respectively.

_Net Investment Hedges_

The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our foreign subsidiaries and, by extension, the U.S. dollar equivalent of any foreign earnings repatriated to the U.S. due to potential changes in foreign currency exchange rates.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update No. 2016-02, _Leases (Topic 842)_, as amended, using the modified retrospective approach.

February 12, 2020

| ​ | ​ | $ | 10,815.5 | ​ | $ | 10,044.9 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance January 1, 2017 | | 308 | ​ | $ | 0.3 | ​ | — | ​ | $ | — | ​ | $ | 1,020.9 | ​ | $ | 3,122.7 | ​ | $ | (469.0) | ​ | $ | 48.2 | ​ | $ | 3,723.1 | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 650.5 | ​ | ​ | ​ | ​ | | 10.2 | ​ | | 660.7 | ​ |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5.5) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (10.3) | ​ | ​ | (15.8) | ​ |

| Stock options exercised | | 3 | ​ | | — | ​ | ​ | ​ | ​ | ​ | ​ | | 130.9 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 130.9 | ​ |

Change in Presentation

Certain reclassifications of prior period amounts have been made to conform to the current period presentation, which had no impact on our consolidated results of operations, financial position or cash flows.

Such reclassifications included separating, as its own line item, other intangible assets, net from other long-term assets, on the Consolidated Balance Sheets, as well as separating office equipment and other fixed assets from machinery and equipment, in the table detailing the components of property, plant and equipment in Note 3 herein.

Refer to _Recent Accounting Pronouncements_ within this Note 1, as well as Note 10 herein for further details regarding the adoption of Topic 842, along with the policies and additional information related to our lease portfolio.

respective carrying amount.

The comparative results for the year ended December 31, 2017 were recognized in accordance with the Company’s revenue recognition policy then in effect under ASC Topic 605, _Revenue Recognition_ (“Topic 605”), as discussed below.

The adoption of Topic 606 resulted in accounting policy changes surrounding revenue recognition which replaced previous revenue guidance under Topic 605.

are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

_Pre-adoption of Topic 606_

The Company adopted Topic 606 using the modified retrospective method and as such, comparative results for the year ended December 31, 2017 were not retrospectively adjusted.

For the year ended December 31, 2017, revenue from sales of the Company’s products was recognized at the time the goods were delivered, title passed and the risks and rewards of ownership passed to the customer, provided the earnings process was complete and revenue was measurable.

Such recognition generally occurred when the products reached the shipping point, the sales price was fixed and determinable, and collection was reasonably assured.

Delivery was determined by the Company’s shipping terms, which was primarily freight on board shipping point.

Revenue was recorded at the net amount to be received after deductions for estimated discounts, allowances and returns.

These estimates and reserves were determined and adjusted as needed based upon historical experience, contract terms and other related factors.

The shipping costs for the majority of the Company’s sales were paid directly by the Company’s customers.

In the broadband communications market (approximately 6% of net sales in 2017), the Company paid for shipping costs to the majority of its customers.

Shipping costs were also paid by the Company for certain customers in the Interconnect Products and Assemblies segment.

discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which was codified under ASU 2018-05, to address the application of U.S. GAAP in situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act.

In 2017, the Company recorded a provisional income tax charge of $398.5 as a result of the Tax Act.

current exchange rates and related revenues and expenses have been translated at weighted average exchange rates.

Since issuing Topic 842, the FASB has issued various subsequent ASUs, including but not limited to, ASU 2018-10, _Codification Improvements to Topic 842, Leases_, which clarified various aspects of the guidance under Topic 842, as well as ASU 2018-11, _Leases (Topic 842): Targeted Improvements_, which allows entities the option of recognizing the cumulative effect of applying Topic 842 as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance.

Prior to adoption, the Company evaluated Topic 842, including the initial review of any necessary changes to existing processes and systems that would be required to implement this standard, in order to determine its impact on our

consolidated financial statements and related disclosures.

In 2018, the Company implemented a new lease management system that facilitated the adoption of this standard and enabled the Company to fulfill its requirements for both reporting and disclosure purposes, as well as to better manage and monitor the Company’s ongoing lease portfolio.

On January 1, 2019, we adopted Topic 842 using the updated modified retrospective transition approach allowed under ASU 2018-11 and did not restate prior periods.

Going forward, the impact of Topic 842 on the Company’s consolidated financial statements will be dependent upon the Company’s lease portfolio.

| ​ | ​ | $ | 1,310.1 | ​ | $ | 1,233.8 |

| ​ | ​ | | 2,486.2 | ​ | | 2,190.6 |

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, pursuant to Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, [removed: 2019.][added: 2020.]

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2019.][added: 2020.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).

Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] which is included in Item 8 of this Annual Report on Form 10-K.

Beginning January 1, 2019, the Company adopted ASU 2016-02, _Leases (Topic 842)_ and its related subsequent amendments (collectively, “Topic 842”).

Although the adoption of Topic 842 did not have a material impact on our Consolidated Statements of Income and Consolidated Statements of Cash Flow for the year ended December 31, 2019, the Company implemented changes to our processes related to our lease commitments and the related control activities, including the implementation of a new lease management system and certain controls over financial reporting necessary for the required disclosures, as well as the implementation of new policies and any necessary changes to existing related policies.

Refer to Note 1 and Note 10 of the accompanying Consolidated Financial Statements for further discussion on the adoption of Topic 842.

The 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, [removed: 2019,] [added: 2020,] and certain information included therein is incorporated herein by reference.

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | [removed: 41] [added: 45] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#ConsolidatedStatementsofIncome_247596)] [added: 2018](#ConsolidatedStatementsofIncome_247596)] | [removed: 43] [added: 47] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#ConsolidatedStatementsofComprehensiveInc)] [added: 2018](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 44] [added: 48] |

| [Consolidated Balance Sheets—December 31, [removed: 2019] [added: 2020] and [removed: 2018](#ConsolidatedBalanceSheets_591973)] [added: 2019](#ConsolidatedBalanceSheets_591973)] | [removed: 45] [added: 49] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#ConsolidatedStatementsofChangesinEquity_)] [added: 2018](#ConsolidatedStatementsofChangesinEquity_)] | [removed: 46] [added: 50] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#ConsolidatedStatementsofCashFlow_3394)] [added: 2018](#ConsolidatedStatementsofCashFlow_3394)] | [removed: 47] [added: 51] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: 48] [added: 52] |

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: 78] [added: 86] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2019] [added: 2020] ​ Schedule | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#SCHEDULEII_950693)] [added: 2018](#SCHEDULEII_950693)] | [removed: 83] [added: 91] |

Schedules other than the above have been omitted because they are either not applicable or the required information has been [removed: disclosed] [added: included] in the [removed: consolidated financial statements] [added: Consolidated Financial Statements] or [added: the] notes thereto.

| [removed: 4.3] [added: 4.4] | [Officers’ Certificate, dated January 26, 2012, establishing the 4.00% Senior Notes due 2022 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 26, 2012).*](http://www.sec.gov/Archives/edgar/data/820313/000110465912004215/a12-3336_2ex4d2.htm) |

| [removed: 4.4] [added: 4.5] | [Officer’s Certificate, dated September 12, 2014, establishing [removed: both] the [removed: 1.550% Senior Notes due 2017 and the] 3.125% Senior Notes due 2021 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 12, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914066145/a14-20818_1ex4d2.htm) |

| [removed: 4.5] [added: 4.6] | [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).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917021585/a17-8427_5ex4d2.htm) |

| [removed: 4.6] [added: 4.7] | [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).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm) |

| [removed: 4.7] [added: 4.8] | [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).*](http://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm) |

| [removed: 4.8] [added: 4.10] | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit [removed: 4.8] [added: 4.10] to the December 31, [removed: 2019 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-4d8.htm)] [added: 2020 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex4d10.htm)] |

| 10.13 | [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 [removed: 10-K).†](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d13.htm)] [added: 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d13.htm)] |

| 10.14 | [Seventh Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 2, 2019 (filed as Exhibit 10.14 to the December 31, 2019 [removed: 10-K).†](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d14.htm)] [added: 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d14.htm)] |

| 10.18 | [The [removed: 2004] [added: 2012 Restricted] Stock [removed: Option] Plan for Directors of Amphenol Corporation [added: dated May 24, 2012] (filed as Exhibit [removed: 10.44] [added: 10.15] to the June 30, [removed: 2004 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465904023311/a04-9054_1ex10d44.htm)] [added: 2012 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d15.htm)] |

| 10.19 | [removed: [The Amended 2004] [added: [2012 Restricted] Stock [removed: Option] Plan for Directors of Amphenol Corporation [added: Restricted Share Award Agreement dated May 24, 2012] (filed as Exhibit [removed: 10.29] [added: 10.16] to the June 30, [removed: 2008 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465908051275/a08-18814_1ex10d29.htm)] [added: 2012 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d16.htm)] |

| [removed: 10.22] [added: 10.20] | [removed: [2020] [added: [2021] Amphenol Corporation Management Incentive Plan (filed as Exhibit [removed: 10.22] [added: 10.20] to the December 31, [removed: 2019 10-K).†](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d22.htm)] [added: 2020 10-K).†](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex10d20.htm)] |

| [removed: 10.23] [added: 10.21] | [Amended and Restated Credit Agreement, dated as of January 15, 2019, 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 January 18, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919002497/a19-3162_1ex10d1.htm) |

| [removed: 10.25] [added: 10.22] | [The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective January 1, 2019, dated December 21, 2018 (filed as Exhibit 10.25 to the December 31, 2018 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10250a37b.htm) |

| [removed: 10.26] [added: 10.23] | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2020, dated December 23, 2019 (filed as Exhibit 10.26 to the December 31, 2019 [removed: 10-K).†](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d26.htm)] [added: 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d26.htm)] |

| [removed: 10.27] [added: 10.25] | [Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465911061028/a11-24710_1ex10d30.htm) |

| [removed: 10.28] [added: 10.26] | [Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as Exhibit 10.34 to the December 31, 2011 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912012448/a12-1044_1ex10d34.htm) |

| [removed: 10.29] [added: 10.27] | [Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex1028b0ca5.htm) |

| [removed: 10.30] [added: 10.28] | [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).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914064847/a14-20531_1ex10d1.htm) |

| [removed: 10.31] [added: 10.29] | [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), and Barclays Bank PLC and Commerzbank Aktiengesellschaft (as Original Dealers) (filed as Exhibit 10.1 to the Form 8-K filed on July 11, 2018).*](http://www.sec.gov/Archives/edgar/data/820313/000110465918044697/a18-17137_1ex10d1.htm) |

| [removed: 10.32] [added: 10.30] | [Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to the December 31, 2016 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1027c5514.htm) |

| 21.1 | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-21d1.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex21d1.htm)] |

| 23.1 | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex23d1.htm)] |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex31d1.htm)] |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex31d2.htm)] |

| 32.1 | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-32d1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex32d1.htm)] |

| 32.2 | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-32d2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex32d2.htm)] |

| 4.3 | [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).*](https://www.sec.gov/Archives/edgar/data/820313/000110465920056450/tm2018547d1_ex4-1.htm) |

| 4.9 | [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).*](https://www.sec.gov/Archives/edgar/data/820313/000110465920023374/tm209449d1_ex4-2.htm) |

| 10.24 | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2021, dated October 8, 2020 (filed as Exhibit 10.24 to the December 31, 2020 10-K) .†](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex10d24.htm) |

| 10.20 | [The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d15.htm) |

| 10.21 | [2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d16.htm) |

| 10.24 | [Continuing Agreement for Standby Letters of Credit between the Company and Deutsche Bank dated March 4, 2009 (filed as Exhibit 10.36 to the March 31, 2009 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465909029983/a09-11193_1ex10d36.htm) |

For the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

| Year ended December 31, 2019 | ​ | [removed: $] | 33.5 | ​ | [removed: $] [added: ​] | 1.2 | ​ | [removed: $] [added: ​] | (1.1) | ​ | [removed: $] [added: ​] | 33.6 | ​ |

| Year ended December 31, 2018 | ​ | | 23.0 | ​ | ​ | 13.0 | ​ | ​ | (2.5) | ​ | [removed: ​] | 33.5 | ​ |

| Year ended December 31, 2019 | ​ | [removed: $] [added: ​] | 34.7 | ​ | [removed: $] [added: ​] | 0.2 | ​ | [removed: $] [added: ​] | 0.3 | ​ | [removed: $] [added: ​] | 35.2 | ​ |

| Year ended December 31, 2018 | ​ | [removed: ​] | 39.6 | ​ | ​ | (3.8) | ​ | ​ | (1.1) | ​ | ​ | 34.7 | ​ |

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 [removed: 12th] [added: 10th] day of February, [removed: 2020.][added: 2021.]

| /s/ R. Adam Norwitt | ​ | President, Chief Executive Officer and Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Craig A. Lampo | ​ | Senior Vice President and Chief Financial Officer | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Martin H. Loeffler | ​ | Chairman of the Board of Directors | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Stanley L. Clark | ​ | Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ John D. Craig | ​ | Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ David P. Falck | ​ | [added: Presiding] Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Edward G. Jepsen | ​ | Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Robert A. Livingston | ​ | Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| /s/ Anne Clarke Wolff | ​ | Director | ​ | February [removed: 12, 2020] [added: 10, 2021] |

| Year ended December 31, 2020 | ​ | $ | 33.6 | ​ | $ | 8.5 | ​ | $ | 2.7 | ​ | $ | 44.8 | ​ |

| Year ended December 31, 2020 | ​ | $ | 35.2 | ​ | $ | 3.8 | ​ | $ | 1.1 | ​ | $ | 40.1 | ​ |

| /s/ Rita S. Lane | ​ | Director | ​ | February 10, 2021 |

| Rita S. Lane | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| Year ended December 31, 2017 | ​ | | 23.6 | ​ | ​ | 1.8 | ​ | ​ | (2.4) | ​ | | 23.0 | ​ |

| Year ended December 31, 2017 | ​ | | 37.2 | ​ | ​ | 2.5 | ​ | ​ | (0.1) | ​ | ​ | 39.6 | ​ |