Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Amphenol Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, 2020 and 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, 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, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes — Unrecognized Tax Benefits — Refer to Notes 1 and 6 to the financial statements

Critical Audit Matter Description

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Management judgment is required to identify and evaluate each uncertain tax position to determine whether the more likely than not recognition thresholds have been met. Further, the evaluation of each uncertain tax position requires management to apply specialized skill and knowledge related to the identified position. The Company has unrecognized tax benefits of $174.5 million, including penalties and interest, as of December 31, 2020.

We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which has differing and complex tax laws and regulations. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s identification of uncertain tax positions, the estimates of the amounts to be realized and whether it is more likely than not that the tax position will be sustained.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to uncertain tax positions included the following, among others:

	●	We tested the effectiveness of controls over the uncertain tax positions for income taxes, including management’s controls over the identification and recording of uncertain tax positions as well as the determination of whether it is more likely than not that the tax position will be sustained.

	●	With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding uncertain tax positions including:

	o	Assessing the reasonableness of the methods and assumptions used by management to identify uncertain tax positions including but not limited to:

	◾	Evaluating former and ongoing tax audits by tax authorities

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

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

	o	Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the uncertain tax liability.

	o	Evaluating management’s conclusion with respect to whether uncertain tax positions accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.

	o	Evaluating tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present such that a previously unrecognized uncertain tax position is recognized.

/s/ Deloitte & Touche LLP

Hartford, Connecticut

February 10, 2021

We have served as the Company's auditor since 1997.

AMPHENOL CORPORATION

Consolidated Statements of Income

(dollars and shares in millions, except per share data)



	Year Ended December 31,
	2020		2019		2018
Net sales	$	8,598.9	$	8,225.4	$	8,202.0
Cost of sales		5,934.8		5,609.4		5,547.1
Gross profit		2,664.1		2,616.0		2,654.9
Acquisition-related expenses		11.5		25.4		8.5
Selling, general and administrative expenses		1,014.2		971.4		959.5
Operating income		1,638.4		1,619.2		1,686.9

Interest expense		(115.4)		(117.6)		(101.7)
Loss on early extinguishment of debt		—		(14.3)		—
Other income, net		3.6		8.6		3.2
Income before income taxes		1,526.6		1,495.9		1,588.4
Provision for income taxes		(313.3)		(331.9)		(371.5)
Net income		1,213.3		1,164.0		1,216.9
Less: Net income attributable to noncontrolling interests		(9.9)		(9.0)		(11.9)
Net income attributable to Amphenol Corporation	$	1,203.4	$	1,155.0	$	1,205.0

Net income per common share — Basic	$	4.04	$	3.88	$	4.00

Weighted average common shares outstanding — Basic		298.0		297.5		301.2

Net income per common share — Diluted	$	3.91	$	3.75	$	3.85

Weighted average common shares outstanding — Diluted		307.5		307.9		312.6

Dividends declared per common share	$	1.04	$	0.96	$	0.88

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Comprehensive Income

(dollars in millions)


	Year Ended December 31,
	2020		2019		2018

Net income	$	1,213.3	$	1,164.0	$	1,216.9
Total other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		155.0		(40.8)		(167.0)
Unrealized (loss) gain on hedging activities		(0.2)		0.1		0.4
Pension and postretirement benefit plan adjustment		1.7		(0.4)		(1.8)
Total other comprehensive income (loss), net of tax		156.5		(41.1)		(168.4)

Total comprehensive income		1,369.8		1,122.9		1,048.5

Less: Comprehensive income attributable to noncontrolling interests		(13.6)		(8.6)		(9.2)

Comprehensive income attributable to Amphenol Corporation	$	1,356.2	$	1,114.3	$	1,039.3

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Balance Sheets

(dollars and shares in millions, except per share data)


	December 31,
	2020		2019
Assets
Current Assets:
Cash and cash equivalents	$	1,702.0	$	891.2
Short-term investments		36.1		17.4
Total cash, cash equivalents and short-term investments		1,738.1		908.6
Accounts receivable, less allowance for doubtful accounts of $44.8 and $33.6, respectively		1,951.6		1,736.4
Inventories		1,462.2		1,310.1
Prepaid expenses and other current assets		338.9		256.1
Total current assets		5,490.8		4,211.2

Property, plant and equipment, net		1,054.6		999.0
Goodwill		5,032.1		4,867.1
Other intangible assets, net		397.5		442.0
Other long-term assets		352.3		296.2
	$	12,327.3	$	10,815.5

Liabilities & Equity
Current Liabilities:
Accounts payable	$	1,120.7	$	866.8
Accrued salaries, wages and employee benefits		195.4		171.8
Accrued income taxes		112.6		127.9
Accrued dividends		86.8		74.4
Other accrued expenses		558.5		488.5
Current portion of long-term debt		230.3		403.3
Total current liabilities		2,304.3		2,132.7

Long-term debt, less current portion		3,636.2		3,203.4
Accrued pension and postretirement benefit obligations		228.6		198.8
Deferred income taxes		299.1		260.4
Other long-term liabilities		407.2		424.0
Commitments and contingent liabilities (Note 14)

Equity:
Class A Common Stock, $0.001 par value; 1,000.0 shares authorized; 300.3 shares issued and 299.3 shares outstanding as of December 31, 2020; 298.7 shares issued and 297.9 shares outstanding as of December 31, 2019		0.3		0.3
Additional paid-in capital		2,068.4		1,683.3
Retained earnings		3,705.4		3,348.4
Treasury stock, at cost; 1.0 shares and 0.8 shares as of December 31, 2020 and 2019, respectively		(111.1)		(70.8)
Accumulated other comprehensive loss		(278.1)		(430.9)
Total shareholders’ equity attributable to Amphenol Corporation		5,384.9		4,530.3

Noncontrolling interests		67.0		65.9
Total equity		5,451.9		4,596.2
	$	12,327.3	$	10,815.5

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Changes in Equity

(dollars and shares in millions, except per share data)


											Accumulated
							Additional				Other
	Common Stock			Treasury Stock			Paid-in		Retained		Comprehensive		Noncontrolling		Total
	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Interests		Equity
Balance January 1, 2018	306	$	0.3	—	$	—	$	1,249.0	$	2,941.5	$	(201.0)	$	53.6	$	4,043.4
Cumulative effect of adoption of revenue recognition standard										3.2						3.2
Reclassification of income tax effects resulting from the Tax Act (ASU 2018-02)										23.5		(23.5)				—
Net income										1,205.0				11.9		1,216.9
Other comprehensive income (loss)												(165.7)		(2.7)		(168.4)
Acquisitions resulting in noncontrolling interests														0.3		0.3
Purchase of noncontrolling interest								(2.3)						(5.4)		(7.7)
Distributions to shareholders of noncontrolling interests														(10.5)		(10.5)
Purchase of treasury stock				(11)		(935.2)										(935.2)
Retirement of treasury stock	(10)		—	10		880.2				(880.2)						—
Stock options exercised	3		—					130.9								130.9
Dividends declared ($0.88 per common share)										(264.3)						(264.3)
Stock-based compensation expense								55.6								55.6
Balance December 31, 2018	299		0.3	(1)		(55.0)		1,433.2		3,028.7		(390.2)		47.2		4,064.2
Net income										1,155.0				9.0		1,164.0
Other comprehensive income (loss)												(40.7)		(0.4)		(41.1)
Acquisitions resulting in noncontrolling interests														30.0		30.0
Purchase of noncontrolling interest								(23.4)						(14.6)		(38.0)
Distributions to shareholders of noncontrolling interests														(5.3)		(5.3)
Purchase of treasury stock				(7)		(601.7)										(601.7)
Retirement of treasury stock	(6)		—	6		514.1				(514.1)						—
Stock options exercised	6		—	1		71.8		210.5		(35.9)						246.4
Dividends declared ($0.96 per common share)										(285.3)						(285.3)
Stock-based compensation expense								63.0								63.0
Balance December 31, 2019	299		0.3	(1)		(70.8)		1,683.3		3,348.4		(430.9)		65.9		4,596.2
Cumulative effect of adoption of credit loss standard (ASU 2016-13)										(3.8)						(3.8)
Net income										1,203.4				9.9		1,213.3
Other comprehensive income (loss)												152.8		3.7		156.5
Acquisitions resulting in noncontrolling interests														0.3		0.3
Purchase of noncontrolling interest								(2.1)						(5.9)		(8.0)
Distributions to shareholders of noncontrolling interests														(6.9)		(6.9)
Purchase of treasury stock				(6)		(641.3)										(641.3)
Retirement of treasury stock	(5)		—	5		487.4				(487.4)						—
Stock options exercised	6		—	1		113.6		316.7		(45.2)						385.1
Dividends declared ($1.04 per common share)										(310.0)						(310.0)
Stock-based compensation expense								70.5								70.5
Balance December 31, 2020	300	$	0.3	(1)	$	(111.1)	$	2,068.4	$	3,705.4	$	(278.1)	$	67.0	$	5,451.9

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Consolidated Statements of Cash Flow

(dollars in millions)


	Year Ended December 31,
	2020		2019		2018
Cash from operating activities:
Net income	$	1,213.3	$	1,164.0	$	1,216.9
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		308.1		312.1		299.7
Stock-based compensation expense		70.5		63.0		55.6
Loss on early extinguishment of debt		—		14.3		—
Deferred income tax provision (benefit)		30.8		15.2		(12.0)
Net change in operating assets and liabilities, excluding effects of acquisitions:
Accounts receivable, net		(146.3)		117.3		(237.9)
Inventories		(102.0)		(3.4)		(173.3)
Prepaid expenses and other current assets		(88.6)		(6.0)		(47.7)
Accounts payable		204.3		(60.2)		48.8
Accrued income taxes		(54.8)		(91.7)		(9.7)
Other accrued liabilities		148.5		(37.6)		57.4
Accrued pension and postretirement benefits		9.4		7.2		(76.6)
Other long-term assets and liabilities		(1.2)		8.1		(8.5)
Net cash provided by operating activities		1,592.0		1,502.3		1,112.7

Cash from investing activities:
Capital expenditures		(276.8)		(295.0)		(310.6)
Proceeds from disposals of property, plant and equipment		12.7		7.4		5.0
Purchases of short-term investments		(141.6)		(65.4)		(44.5)
Sales and maturities of short-term investments		123.2		61.6		67.2
Acquisitions, net of cash acquired		(50.4)		(937.4)		(158.9)
Other		(0.6)		—		—
Net cash used in investing activities		(333.5)		(1,228.8)		(441.8)

Cash from financing activities:
Proceeds from issuance of senior notes		942.3		1,398.8		571.7
Repayments of senior notes and other long-term debt		(404.4)		(1,111.5)		(15.2)
Borrowings under credit facilities		1,567.4		—		—
Repayments under credit facilities		(1,568.1)		—		—
(Repayments) borrowings under commercial paper programs, net		(385.8)		(229.0)		(544.6)
Payment of costs related to debt financing		(8.7)		(14.9)		(5.6)
Payment of premiums and fees related to early extinguishment of debt		—		(13.4)		—
Payment of acquisition-related contingent consideration		(75.0)		—		—
Payment of deferred purchase price related to an acquisition		(16.2)		—		—
Purchase of treasury stock		(641.3)		(601.7)		(935.2)
Proceeds from exercise of stock options		385.7		246.1		130.7
Distributions to and purchases of noncontrolling interests		(14.9)		(43.3)		(18.2)
Dividend payments		(297.6)		(279.5)		(253.7)
Net cash used in financing activities		(516.6)		(648.4)		(1,070.1)

Effect of exchange rate changes on cash and cash equivalents		68.9		(13.2)		(40.6)

Net change in cash and cash equivalents		810.8		(388.1)		(439.8)
Cash and cash equivalents balance, beginning of year		891.2		1,279.3		1,719.1
Cash and cash equivalents balance, end of year	$	1,702.0	$	891.2	$	1,279.3

Cash paid during the year for:
Interest	$	104.8	$	116.6	$	94.2
Income taxes, net		337.3		408.3		393.2

See accompanying notes to consolidated financial statements.

AMPHENOL CORPORATION

Notes to Consolidated Financial Statements

(All amounts included in the following Notes to Consolidated Financial Statements are presented in millions, except share and per share data, unless otherwise noted)

Note 1—Summary of Significant Accounting Policies

Business

Amphenol Corporation (together with its subsidiaries, “Amphenol”, the “Company”, “we”, “our”, or “us”) is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. The Company sells its products to customers worldwide.

The Company operates through two reportable business segments:

	●	Interconnect Products and Assemblies – The Interconnect Products and Assemblies segment primarily designs, manufactures and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets.

	●	Cable Products and Solutions – The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-add products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions that affect the consolidated financial statements and related disclosures. Estimates used in calculating certain accounts, including but not limited to, the allowance for doubtful accounts, provisions for slow-moving or obsolete inventory, revenue recognition, income taxes and related valuation allowances, goodwill and intangible assets from acquisitions, and pensions, are developed based on historical experience or other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements are prepared in U.S. dollars and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation. The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and liquid investments with an original maturity of less than three months. The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S. bank accounts.

Short-term Investments

Short-term investments consist primarily of certificates of deposit with original maturities of twelve months or less. The carrying amounts approximate fair values of those instruments, the vast majority of which are in non-U.S. bank accounts.

Accounts Receivable

Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. 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.

Inventories

Inventories are stated at the lower of cost or net realizable value. The principal components of cost included in inventories are materials, direct labor and manufacturing overhead. The Company regularly reviews inventory quantities on hand, evaluates the realizability of inventories and adjusts the carrying value as necessary based on forecasted product demand. Provisions for slow-moving and obsolete inventory are made based on historical experience and product demand.

Depreciable Assets

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings. Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements. The Company periodically reviews fixed asset lives. Depreciation expense is included in both Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Income, dependent upon the specific categorization and use of the underlying asset being depreciated. The Company assesses the impairment of property and equipment subject to depreciation, whenever events or changes in circumstances indicate the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, significant changes in historical trends in operating performance, significant changes in projected operating performance, and significant negative economic trends. There have been no impairments recorded in 2020, 2019 or 2018 as a result of such reviews.

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“Topic 842”) and its related subsequent amendments, which amended, among other things, the existing guidance by requiring lessees to recognize lease right-of-use assets (“ROU assets”) and liabilities arising from operating leases on the balance sheet, using the updated modified retrospective transition approach and did not restate prior periods. The Company recognized ROU assets and related lease liabilities of approximately $180 on our Consolidated Balance Sheets as of January 1, 2019, which related to our operating lease commitments, and there was no cumulative impact on retained earnings as of January 1, 2019. 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, nor did it have any impact on our compliance with debt covenants. The adoption of Topic 842 provided various optional practical expedients in transition, some of which we have elected. As part of the adoption, the Company elected the “package of 3” practical expedient, which among other things, permitted us not to reassess the historical lease classifications for existing or expired leases. The accounting for finance leases (formerly referred to as “capital leases”) remained substantially unchanged. As a result of the adoption of Topic 842 as of January 1, 2019, the Company established accounting policies and procedures surrounding the financial reporting of the Company’s right-of-use assets and related lease liabilities.

Amphenol is a lessee of buildings, office space, automobiles and equipment throughout the world, nearly all of which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years. The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms. The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability. Certain real estate

leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). As a practical expedient permitted under Topic 842, we elected to account for the lease and non-lease components as a single lease component for our real estate leases. Lease payments, which may include lease components, non-lease components and non-components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

Substantially all of our lease agreements do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to calculate the present value of our future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. For new or renewed leases, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods.

Some of our lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 6 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that we would exercise such option. In most cases and unless there is an economic, financial or business reason to do so, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in our ROU asset and lease liability).

Refer to Note 10 herein for further information related to our lease portfolio.

Goodwill

Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations. The Company performs its evaluation for the impairment of goodwill for the Company’s two reporting units on an annual basis as of each July 1 or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year or more frequently based on changes in our organization. We continue to define our reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”, as the components of these reportable business segments have similar economic characteristics.

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.

In 2019 and 2018 as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the

Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2019 and 2018, the Company determined that it was more likely than not that the fair value of its reporting units exceeded their respective carrying amounts and therefore, a quantitative assessment was not required in those years.

The Company has not recognized any goodwill impairment in 2020, 2019 or 2018 in connection with our annual impairment assessments.

Intangible Assets

Intangible assets consist primarily of customer relationships, proprietary technology and license agreements and are generally amortized over the estimated periods of benefit. The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management. The Company assesses and reviews its identifiable intangible assets, other than goodwill and including identifiable intangible assets subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible assets’ carrying amount may not be recoverable. Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2020, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on our assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no intangible asset impairment in 2020, 2019 or 2018 as a result of such reviews.

Acquisitions

The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

Revenue Recognition

Topic 606

The Company’s net sales in the Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018 are presented under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (collectively with its related subsequent amendments, “Topic 606”), resulting from the modified retrospective adoption of Topic 606 applied to those contracts which were not completed as of January 1, 2018. The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms. For a nominal portion of our contracts where the accounting did change, the adoption of Topic 606 resulted in an increase to the opening balance of retained earnings of approximately $3.2 as of January 1, 2018. This impact was primarily due to the acceleration of net sales and associated net income related to certain uncompleted contracts for the manufacture of goods with no alternative use and for which we have an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date. For these contracts, we recognize revenue over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, as under previous guidance. Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.

The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements. For each contract, the promise to transfer the control of the products, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any significant financing components, as payment terms are generally due net 30 to 120 days after delivery. Although products are almost always sold at fixed prices, in determining the transaction price, we evaluate whether the price is subject to refund (due to returns) or adjustment (due to volume discounts, rebates, or price concessions) to determine the net consideration we expect to be entitled to. We allocate the transaction price to each distinct product based on its relative standalone selling price. Taxes assessed by governmental authorities and collected from the customer, including but not limited to sales and use taxes and value-added taxes, are not included in the transaction price.

The vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contracts’ revenues are recognized either (i) upon shipment based on free on board (“FOB”) shipping point, (ii) when the product arrives at its destination or (iii) when the product is pulled from consignment inventory. For the years ended December 31, 2020, 2019 and 2018, less than 5% of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. For the contracts recognized over time, we typically record revenue using the input method, based on the materials and labor costs incurred to date relative to the contract’s total estimated costs. This method reasonably depicts when and as control of the goods transfers to the customer, since it measures our progress in producing the goods, which is generally commensurate with this transfer of control. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Consolidated Balance Sheets were not material as of December 31, 2020 and 2019.

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months. Nearly all of our performance obligations are fulfilled within one year. Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of December 31, 2020 and 2019.

Sales to Distributors and Resellers

Sales to certain distributors and resellers are made under terms allowing certain price adjustments and limited rights of return of the Company’s products held in their inventory or upon sale to their end customers. The Company maintains a reserve for unprocessed and estimated future price adjustment claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. These reserves were not material to the Consolidated Balance Sheets as of December 31, 2020 and 2019.

Warranty

Standard product warranty coverage which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment is typically offered, while extended or separately-priced warranty coverage is typically not offered. The warranty claim is generally limited to a credit equal to the purchase price or a promise to repair or replace the product for a specified period of time at no additional charge. We estimate our warranty liability based on historical experience, product history, and current trends, and record warranty expense in Cost of sales in the Consolidated Statements of Income. Warranty liabilities and related warranty expense have not been and were not material in the accompanying Consolidated Financial Statements as of and for the years ended December 31, 2020, 2019 and 2018.

Shipping and Handling Costs

The Company accounts for shipping and handling activities related to contracts with customers as a cost to fulfill our promise to transfer control of the related product, including any such costs incurred after the customer has obtained control of the goods. Shipping and handling costs are generally charged to and paid by the majority of our customers as part of the contract. For a nominal portion of our customer contracts, primarily for certain customers in the broadband communications market (a market primarily in the Cable Products and Solutions segment), such costs are not separately charged to the customers. Shipping and handling costs are included in Cost of sales in the accompanying Consolidated Statements of Income.

Contract Assets and Contract Liabilities

The Company records contract assets or contract liabilities depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract assets represent unbilled receivables, which generally arise when revenue recognized over time exceed amounts billed to customers. Contract liabilities represent billings or advanced consideration received from customers in excess of revenue recognized to date. As the Company’s performance obligations are typically less than one year, these amounts are generally recorded as current in the accompanying Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of December 31, 2020 and 2019. Contract assets and contract liabilities recorded in the Consolidated Balance Sheets were not material as of December 31, 2020 and 2019.

Contract Costs

The Company’s policy is to capitalize any incremental costs incurred to obtain a customer contract, only to the extent that such costs are explicitly chargeable to the customer and the benefit associated with the costs is expected to be longer than one year. Otherwise, such costs are expensed as incurred and recorded within Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. Incremental costs to fulfill customer orders, which are mostly comprised of pre-production and set-up costs, are generally capitalized to the extent such costs are contractually guaranteed to be reimbursed by the customer. Otherwise, such costs are expensed as incurred. Capitalized contract costs to obtain a contract or to fulfill a contract that are not accounted for under other existing accounting standards are recorded as either other current or long-term assets on the accompanying Consolidated Balance Sheets, depending on the timing of when the Company expects to recognize the expense, and are generally amortized consistent with the timing of when transfer of control of the related goods occurs. Such capitalized contract costs were not material as of December 31, 2020 and 2019, and the related amortization expense was not material for the years ended December 31, 2020, 2019 and 2018.

Retirement Pension Plans

Costs for retirement pension plans include current service costs and amortization of prior service costs over the average working life expectancy. It is the Company’s policy to fund current pension costs taking into consideration minimum funding requirements and maximum tax deductible limitations. The expense of retiree medical benefit programs is recognized during the employees’ service with the Company. The recognition of expense for retirement pension plans and medical benefit programs is significantly impacted by estimates made by management such as discount rates used to value certain liabilities, expected return on assets, mortality projections and future health care costs. The Company uses third-party specialists to assist management in appropriately measuring the expense and obligations associated with pension and other postretirement plan benefits. The defined benefit plan obligation is based on significant assumptions such as mortality rates and discount rates, as determined by the Company in consultation with the respective benefit plan actuaries and investment advisors.

Stock-Based Compensation

The Company accounts for its stock option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest. The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Income Taxes

Deferred income taxes are provided for revenue and expenses which are recognized in different periods for income tax and financial statement reporting purposes. The Company recognizes the effects of changes in tax laws and rates on deferred income taxes in the period in which legislation is enacted. Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States. As of December 31, 2020, the Company has not provided for deferred income taxes on undistributed foreign earnings related to certain geographies of approximately $900, as it is the Company’s intention to permanently reinvest such earnings outside the United States. It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated. In addition, the Company remains indefinitely reinvested with respect to its financial statement basis in excess of tax basis of its investments in foreign subsidiaries. It is not practicable to determine the deferred tax liability with respect to such basis differences. Deferred tax assets are regularly assessed for recoverability based on both historical and anticipated earnings levels and a valuation allowance is recorded when it is more likely than not that these amounts will not be recovered. The tax effects of an uncertain tax position taken or expected to be taken in income tax returns are recognized only if it is “more likely than not” to be sustained on examination by the taxing authorities, based on its technical merits as of the reporting date. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.

For the year ended December 31, 2017, as a result of the Tax Cuts and Jobs Act (“Tax Act”), the Company recorded (i) a provisional income tax charge related to the deemed repatriation of the accumulated unremitted earnings and profits of foreign subsidiaries, (ii) a provisional income tax charge related to changes in the Company’s permanent reinvestment assertion with regards to prior accumulated unremitted earnings from certain foreign subsidiaries, partially offset by (iii) a provisional income tax benefit associated with the remeasurement of its net deferred tax liabilities due to the U.S. federal corporate tax rate reduction, and included these amounts in its consolidated financial statements. The accounting associated with each of the provisional amounts was completed in 2018. Beginning in 2018, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries. The Company has elected an accounting policy to account for GILTI as a period cost. The U.S. Treasury Department has issued final interpretive guidance relating to certain provisions of the Tax Act and proposed additional guidance related to the same provisions. The Company will account for the impact of additional guidance in the period in which any new guidance is released, if appropriate.

Foreign Currency Translation

The financial position and results of operations of the Company’s foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities of such subsidiaries have been translated into U.S. dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates. The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity. Transaction gains and losses related to operating assets and liabilities are included in Cost of sales.

Research and Development

Costs incurred in connection with the development of new products and applications are expensed as incurred. Research and development expenses for the creation of new and improved products and processes were $260.7, $234.2, and $220.9, for the years 2020, 2019 and 2018, respectively, and are included in Selling, general and administrative expenses.

Environmental Obligations

The Company recognizes the potential cost for environmental remediation activities when site assessments are made, remediation efforts are probable and related amounts can be reasonably estimated; potential insurance reimbursements are not recorded. The Company assesses its environmental liabilities as necessary and appropriate through regular reviews of contractual commitments, site assessments, feasibility studies and formal remedial design and action plans.

Net Income per Common Share

Basic income per common share is based on the net income attributable to Amphenol Corporation for the year divided by the weighted average number of common shares outstanding. Diluted income per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method.

Treasury Stock

Treasury stock purchases are recorded at cost. Any issuances from treasury shares are recorded using the weighted-average cost method.

Noncontrolling Interests

The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation 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.

Derivative Financial Instruments

The Company records each of its derivatives at fair value within the accompanying Consolidated Balance Sheets, and the respective accounting treatment for each derivative is based on its hedge designation. We do not enter into derivative financial instruments for trading or speculative purposes, and our derivative financial instruments are with large financial institutions with strong credit ratings. As of December 31, 2020, the Company does not have any significant concentration of exposure with any one counterparty. Refer to Note 5 herein for further discussion of our derivative financial instruments.

Cash Flow Hedges

The Company periodically utilizes derivative financial instruments in the management of interest rate and foreign currency exposures. Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies. As of December 31, 2020 and 2019, the aggregate notional value of our outstanding cash flow hedge contracts was approximately $94 and $101, respectively. Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction. Any ineffective portion of the change in the fair value of designated hedging instruments is included in the Consolidated Statements of Income. Cash flows associated with cash flow hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.

Net Investment Hedges

The Company is exposed to variability in the U.S. dollar equivalent of the net investments in our 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. As a result, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States. As of December 31, 2020 and 2019, the aggregate notional value of our outstanding net investment hedge contracts was $250 and nil, respectively. For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. The gain or loss will be subsequently reclassified into net earnings if the net investment in the hedged foreign operation is either sold or substantially liquidated. Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow. Cash flows associated with our net investment hedges were not material for the years ended December 31, 2020, 2019 and 2018.

Non-Designated Derivatives

The Company enters into certain derivative financial instruments, from time to time, that are not designated as hedging instruments. The Company enters into such foreign exchange forward contracts to reduce and minimize the impact of foreign currency fluctuations arising from the change in fair value of certain foreign currency denominated assets and liabilities. These non-designated derivative instruments are adjusted to fair value each period through earnings, within the financial statement line item to which the derivative instrument relates. For each of the three years ended December 31, 2020, such non-designated derivative instruments, including their impact to the Consolidated Statements of Income, were not material to the Company. Cash flows associated with non-designated hedges are classified and reported consistent with the cash flows associated with the underlying hedged item.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards and SEC Final Rules

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which introduced an approach to estimate credit losses on certain types of financial instruments, including trade receivables, based on expected losses, and modified the impairment model for available-for-sale debt securities. ASU 2016-13, which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, required companies to make a cumulative-effect adjustment to retained earnings as of January 1, 2020. The Company adopted ASU 2016-13 effective January 1, 2020, which resulted in the Company recording a cumulative adjustment that reduced beginning retained earnings by $3.8, arising from the estimated credit losses associated with the Company’s accounts receivable balance as of the date of adoption. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial position and its consolidated financial statements. Prior periods presented herein remain in accordance with then effective accounting standards.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which added, amended and removed certain disclosure requirements related to fair value measurements. Among other changes, this standard required certain additional disclosure surrounding Level 3 assets, including changes in unrealized gains or losses in other comprehensive income and certain inputs in those measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Certain amended or eliminated disclosures in this standard may be adopted early, while certain additional disclosure requirements in this standard may be adopted on its effective date. In addition, certain changes in the standard require retrospective adoption, while other changes must be adopted prospectively. The Company adopted ASU 2018-13 effective January 1, 2020, which did not have a material impact on our consolidated financial statements.

In August 2020, the Securities and Exchange Commission (the “SEC”) issued a new rule that modernizes the disclosure requirements in Regulation S-K, Item 101 “Description of Business”, Item 103 “Legal Proceedings” and Item 105 “Risk Factors”. The intent of this rule was to improve the readability of disclosures, reduce repetition, and eliminate immaterial information, thereby simplifying compliance for registrants and making disclosures more meaningful for investors. While most of the changes involved reducing or eliminating previously required disclosures, the rule expanded the disclosure requirements related to human capital and more specifically, any human capital measures or objectives that management focuses on in managing the business. The final rule was effective thirty days after its date of publication in the Federal Register. The Company evaluated this SEC final rule, which was adopted and incorporated in this filing, and it did not have a material impact on this current SEC filing nor is it expected to have a material impact on future SEC filings.

Other Recently Issued Accounting Standards and SEC Final Rules

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies income tax accounting in various areas including, but not limited to, the accounting for hybrid tax regimes, tax implications related to business combinations, and interim period accounting for enacted changes in tax law, along with some codification improvements. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Certain changes in the standard require retrospective or modified retrospective adoption, while other changes must be adopted prospectively. The Company has evaluated ASU 2019-12, which we will adopt on January 1, 2021, and this standard will not have a material impact on our consolidated financial statements.

The United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. 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. In March 2020, in response to this transition, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB also issued ASU 2021-01 Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which permits entities to elect certain optional expedients and exceptions when accounting for derivatives and certain hedging relationships affected by changes in interest rates and the transition. The Company is evaluating the potential impact of the replacement of LIBOR from both a risk management and financial reporting perspective. Our current portfolio of debt and financial instruments currently tied to LIBOR consists primarily of our Revolving Credit Facility, which had no outstanding borrowings as of December 31, 2020. We do not currently believe that this transition will have a material impact on our financial condition, results of operations or cash flows.

In May 2020, the SEC issued a new rule regarding the financial statement requirements for acquisitions and dispositions of a business, which included, among other things, amending (i) certain criteria in the significance tests for acquired or to-be-acquired businesses, (ii) related pro forma financial information requirements, including its form and content, and (iii) related disclosure requirements, including the number of acquiree financial statement periods required to be presented in SEC filings. The final rule is effective for fiscal years beginning after December 31, 2020, with early application permitted. The Company has evaluated this SEC final rule, which we will adopt on January 1, 2021, and its impact on any future SEC filings will be dependent on the size of future business combinations.

In November 2020, the SEC issued a new rule that modernizes and simplifies various aspects and financial disclosure requirements in Regulation S-K, specifically related to Item 301 “Selected Financial Data”, Item 302 “Supplementary Financial Information” and Item 303 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”). The intent of this new rule is to (i) eliminate duplicative disclosures, (ii) enhance and promote more principles-based MD&A disclosures with the objective of making them more meaningful for investors, all while (iii) simplifying the compliance requirements and efforts for registrants, by providing them with the flexibility to present management’s perspective on the registrant’s financial condition and results of operations. While most of the changes involve reducing or eliminating previously required information and disclosures, the rule does expand the disclosure requirements surrounding certain aspects of the various items in Regulation S-K discussed above. The final rule was published in the Federal Register on January 11, 2021, is effective thirty days after its publication date, or February 10, 2021, and registrants are required to comply with this final rule in the registrant’s first fiscal year ending on or after the date that is 210 days after the publication date (August 9, 2021). The Company has evaluated this SEC final rule, and we plan to incorporate the requirements and amendments of this SEC rule, in its entirety, as part of our Form 10-K for the year ending December 31, 2021. The application of this new SEC rule is not expected to have a material impact on our future SEC filings.

Note 2—Inventories

The components of Inventories are comprised of:


	December 31,
	2020		2019
Raw materials and supplies	$	587.4	$	509.6
Work in process		410.7		395.2
Finished goods		464.1		405.3
	$	1,462.2	$	1,310.1

Note 3—Property, Plant and Equipment, Net

The components of Property, plant and equipment, net are summarized as follows:


	December 31,
	2020		2019
Land and improvements	$	33.5	$	34.8
Buildings and improvements		394.3		347.4
Machinery and equipment		2,040.1		1,800.4
Office equipment and other		325.3		303.6
		2,793.2		2,486.2
Accumulated depreciation		(1,738.6)		(1,487.2)
	$	1,054.6	$	999.0

Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $252.7, $240.0 and $247.6, respectively.

Note 4—Long-Term Debt

Long-term debt consists of the following:


		December 31, 2020				December 31, 2019
		Carrying		Approximate		Carrying		Approximate
	Maturity	Amount		Fair Value (1)		Amount		Fair Value (1)
Revolving Credit Facility	January 2024	$	—	$	—	$	—	$	—
U.S. Commercial Paper Program (less unamortized discount of nil and nil at December 31, 2020 and 2019, respectively)	January 2024		—		—		160.0		160.0
Euro Commercial Paper Program (plus unamortized premium of nil and nil at December 31, 2020 and 2019, respectively)	January 2024		—		—		235.5		235.5
2.20% Senior Notes (less unamortized discount of nil at December 31, 2019)	April 2020		—		—		400.0		400.0
3.125% Senior Notes (less unamortized discount of nil and $0.1 at December 31, 2020 and 2019, respectively)	September 2021		227.7		231.6		227.6		231.0
4.00% Senior Notes (less unamortized discount of $0.1 and $0.2 at December 31, 2020 and 2019, respectively)	February 2022		294.9		303.6		294.8		304.0
3.20% Senior Notes (less unamortized discount of $0.2 and $0.2 at December 31, 2020 and 2019, respectively)	April 2024		349.8		378.1		349.8		363.7
2.050% Senior Notes (less unamortized discount of $0.6 at December 31, 2020)	March 2025		399.4		420.7		—		—
0.750% Euro Senior Notes (less unamortized discount of $2.4 at December 31, 2020)	May 2026		608.4		633.6		—		—
2.000% Euro Senior Notes (less unamortized discount of $2.4 and $2.5 at December 31, 2020 and 2019, respectively)	October 2028		608.4		694.9		558.2		622.8
4.350% Senior Notes (less unamortized discount of $0.4 and $0.4 at December 31, 2020 and 2019, respectively)	June 2029		499.6		608.4		499.6		562.9
2.800% Senior Notes (less unamortized discount of $0.6 and $0.7 at December 31, 2020 and 2019, respectively)	February 2030		899.4		987.8		899.3		897.3
Other debt	2021-2032		6.7		6.7		5.5		5.5
Less unamortized deferred debt issuance costs			(27.8)		—		(23.6)		—
Total debt			3,866.5		4,265.4		3,606.7		3,782.7
Less current portion			230.3		234.2		403.3		403.3
Total long-term debt		$	3,636.2	$	4,031.2	$	3,203.4	$	3,379.4

(1)	The fair value of each series of the Company’s Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

Revolving Credit Facility

On January 15, 2019, the Company amended its existing $2,000.0 unsecured credit facility with a $2,500.0 unsecured credit facility (“Revolving Credit Facility”). The Revolving Credit Facility, which matures January 2024, gives the Company the ability to borrow, in various currencies, at a spread over LIBOR. The Company may utilize the Revolving Credit Facility for general corporate purposes. Due to the significant volatility in the credit and capital markets resulting from the outbreak of the COVID-19 pandemic, the Company borrowed approximately $1,255.6 under the Revolving Credit Facility in the first quarter of 2020, at a weighted average interest rate of 1.82%. The outstanding borrowings as of March 31, 2020 included €200.0 ($217.4 at date of issuance) of euro-denominated borrowings, with the remainder of the outstanding borrowings denominated in U.S. dollars. The borrowings under the Revolving Credit Facility during the first quarter of 2020 were used in part to repay outstanding balances under the U.S. Commercial Paper Program and the Euro Commercial Paper Program (each as defined below). During the second quarter of 2020, the Company repaid all of the outstanding borrowings under the Revolving Credit Facility using cash and cash equivalents on hand as well as the net proceeds from the 2026 Euro Notes (defined below). At December 31, 2020 and 2019, there were no outstanding borrowings under the Revolving Credit Facility. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

Other Line of Credit Facilities

On March 20, 2020, the Company, through one of its wholly owned foreign subsidiaries, borrowed $100.0 (the maximum borrowing capacity) on an uncommitted line of credit, at a variable LIBOR-based interest rate, initially set at 1.92%. This line of credit, which was guaranteed by the Company and carried an interest rate of LIBOR plus 80 basis points, expired on December 19, 2020. Borrowings under this line of credit arrangement were used for general corporate purposes. The carrying value of this borrowing approximated its fair value due primarily to its market interest rates and was classified as Level 2 in the fair value hierarchy (Note 5). Prior to maturity, on May 5, 2020, the Company repaid, in full, the outstanding borrowing on this uncommitted line of credit, using cash and cash equivalents on hand.

Commercial Paper Programs

The Company has a commercial paper program pursuant to which the Company issues short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States (the “U.S. Commercial Paper Program”). The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. As of December 31, 2020, there were no USCP Notes outstanding under the U.S. Commercial Paper Program, while there was $160.0 of USCP Notes outstanding as of December 31, 2019. The average interest rate on the outstanding USCP Notes as of December 31, 2019 was 1.85%.

On July 10, 2018, the Company and one of its wholly owned European subsidiaries (collectively, the “Euro Issuer”) entered into a euro-commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”) pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the euro-commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. In addition, effective April 14, 2020, a subsidiary of the Company is able to issue ECP Notes through the Bank of England’s COVID Corporate Financing Facility (the “BOE Facility”). The BOE Facility will be available until March 22, 2021, although the Company has no current intentions to borrow under the BOE Facility. As of December 31, 2020, there were no ECP Notes outstanding under the Euro Commercial Paper Program. As of December 31, 2019, the amount of ECP Notes outstanding was €210.0 (approximately $235.5), with an average interest rate on such outstanding ECP Notes of (0.13)%.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. As of December 31, 2020, the authorization from the Company’s Board of Directors limits the maximum

aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper, euro-commercial paper or similar programs at any time to $2,500.0, consistent with the Revolving Credit Facility. In addition, the maximum aggregate principal amount outstanding of USCP Notes at any time is $2,500.0, while the maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. Any outstanding Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The Commercial Paper is actively traded and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The carrying value of Commercial Paper borrowings approximates their fair value.

U.S. Senior Notes

On February 20, 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due March 1, 2025 at 99.829% of face value (the “2025 Senior Notes”). The 2025 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2025 Senior Notes is payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2020. Prior to February 1, 2025, the Company may, at its option, redeem some or all of the 2025 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after February 1, 2025, the Company may, at its option, redeem some or all of the 2025 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On April 1, 2020, the Company used the net proceeds from the 2025 Senior Notes to repay the $400.0 principal amount of unsecured 2.20% Senior Notes due April 1, 2020 upon maturity.

On January 9, 2019, the Company issued $500.0 principal amount of unsecured 4.350% Senior Notes due June 1, 2029 at 99.904% of face value (the “2029 Senior Notes”). The 2029 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2029 Senior Notes is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2019. Prior to March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to the date of redemption. If redeemed on or after March 1, 2029, the Company may, at its option, redeem some or all of the 2029 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. In January 2019, the Company used the net proceeds from the 2029 Senior Notes, along with proceeds from borrowings under the U.S. Commercial Paper Program, to repay the $750.0 principal amount of unsecured 2.55% Senior Notes due in January 2019.

On September 4, 2019, the Company commenced tender offers (the “Tender Offers”) to purchase for cash any and all of the Company’s outstanding (i) $375.0 principal amount of 3.125% Senior Notes due September 2021 (the “2021 Senior Notes”) and (ii) $500.0 principal amount of 4.00% Senior Notes due February 2022 (the “2022 Senior Notes”). On September 11, 2019, as a result of the Tender Offers, the Company accepted for payment $147.3 aggregate principal amount of the 2021 Senior Notes and $205.0 aggregate principal amount of the 2022 Senior Notes for 101.9% and 104.5% of par value, respectively (collectively, the “Tendered Notes”), plus accrued and unpaid interest to, but not including, the settlement date of the Tender Offers. The total consideration for the Tendered Notes was $368.8, which in addition to the Tendered Notes, included $13.4 of premiums and fees paid related to the early extinguishment of debt and $3.1 of accrued interest. For the year ended December 31, 2019, the Company recorded a loss on early debt extinguishment of $14.3 ($12.5 after-tax, or $0.04 per diluted share) within Loss on early extinguishment of debt on the accompanying Consolidated Statements of Income. This charge was primarily comprised of the premiums and fees incurred related to the Tendered Notes, along with the non-cash charge associated with the write-off of the remaining unamortized deferred debt issuance costs associated with the Tendered Notes. The remaining principal amounts associated with the 2021 Senior Notes and 2022 Senior Notes, which were not redeemed as a result of the Tender Offers, remain outstanding as of December 31, 2020, as noted in the table above.

On September 10, 2019, the Company issued $900.0 principal amount of unsecured 2.800% Senior Notes due February 15, 2030 at 99.920% of face value (the “2030 Senior Notes”). The 2030 Senior Notes are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on the 2030 Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2020. Prior to November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after November 15, 2029, the Company may, at its option, redeem some or all of the 2030 Senior Notes at any time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In September 2019, the Company used the net proceeds from the 2030 Senior Notes to fund the cash consideration payable in the Tender Offers, with the remaining net proceeds being used for general corporate purposes, including to partially reduce outstanding borrowings related to the U.S. Commercial Paper Program.

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a make-whole premium. The Company’s 2021 Senior Notes are due in September 2021 and are therefore recorded, net of the related unamortized discount and debt issuance costs, within Current portion of long-term debt in the accompanying Consolidated Balance Sheets as of December 31, 2020.

Euro Senior Notes

On May 4, 2020, the Euro Issuer issued €500.0 (approximately $545.4 at date of issuance) principal amount of unsecured 0.750% Senior Notes due May 4, 2026 at 99.563% of face value (the “2026 Euro Notes” or the “0.750% Euro Senior Notes”). The 2026 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on the 2026 Euro Notes is payable annually on May 4 of each year, commencing on May 4, 2021. Prior to February 4, 2026, the Company may, at its option, redeem some or all of the 2026 Euro Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after February 4, 2026, the Company may, at its option, redeem some or all of the 2026 Euro Notes at any time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The fair value of the 2026 Euro Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Company used the net proceeds from the 2026 Euro Notes to repay amounts outstanding under its Revolving Credit Facility.

On October 8, 2018, the Euro Issuer issued €500.0 (approximately $574.6 at date of issuance) principal amount of unsecured 2.000% Senior Notes due October 8, 2028 at 99.498% of face value (the “2028 Euro Notes” or the “2.000% Euro Senior Notes”, collectively with the 2026 Euro Notes, the “Euro Notes”, and collectively with the U.S. Senior Notes and 2026 Euro Notes, the “Senior Notes”). The 2028 Euro Notes are unsecured and rank equally in right of payment with the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on the 2028 Euro Notes is payable annually on October 8 of each year, commencing on October 8, 2019. Prior to July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price (which may include a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after July 8, 2028, the Company may, at its option, redeem some or all of the 2028 Euro Notes at any time by paying the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Company used a portion of the net proceeds from the 2028 Euro Notes to repay a portion of the outstanding amounts under its Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.

The Company’s Senior Notes contain certain financial and non-financial covenants.

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2020) over each of the next five years ending December 31 and thereafter, is as follows:


2021	$	230.5
2022		295.6
2023		0.7
2024		350.5
2025		400.0
Thereafter		2,617.0
	$	3,894.3

At December 31, 2020, the Company had approximately $73.3 of uncommitted standby letter of credit facilities, of which $30.5 were issued.

Note 5—Fair Value Measurements

Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These requirements establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis.

The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 Quoted prices for identical instruments in active markets.

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Significant inputs to the valuation model are unobservable.

The Company believes that the assets or liabilities subject to such standards with fair value disclosure requirements are primarily debt instruments, pension plan assets, short-term investments, derivative instruments and contingent consideration payments. Each of these assets and liabilities is discussed below, with the exception of debt instruments and pension plan assets, which are covered in Note 4 and Note 9, respectively, herein. Substantially all of the Company’s short-term investments consist of certificates of deposit with original maturities of twelve months or less and as such, are considered as Level 1 in the fair value hierarchy as they are traded in active markets for identical assets. The carrying amounts of these instruments, the majority of which are in non-U.S. bank accounts, approximate their fair value. The Company’s derivative instruments primarily consist of foreign exchange forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The contingent consideration payment (related to the SSI acquisition in January 2019, described further in Note 11 herein) was valued using Level 3 unobservable inputs, such as probability weighted payout projections, within the fair value hierarchy. The calculation of the contingent consideration was finalized in the first quarter of 2020 based on actual financial data used for inputs, and the consideration was paid in June 2020. The impact

of the credit risk related to these financial assets is immaterial. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards at December 31, 2020 and December 31, 2019 are as follows:


	Fair Value Measurements
			Quoted Prices in		Significant		Significant
			Active Markets		Observable		Unobservable
			for Identical		Inputs		Inputs
2020	Total		Assets (Level 1)		(Level 2)		(Level 3)
Short-term investments	$	36.1	$	36.1	$	—	$	—
Forward contracts		(2.7)		—		(2.7)		—
Total	$	33.4	$	36.1	$	(2.7)	$	—

2019
Short-term investments	$	17.4	$	17.4	$	—	$	—
Forward contracts		(1.3)		—		(1.3)		—
Contingent consideration		(75.0)		—		—		(75.0)
Total	$	(58.9)	$	17.4	$	(1.3)	$	(75.0)

With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures. In addition, the Company also enters into foreign exchange forward contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S. dollar equivalent of the net investments in certain foreign subsidiaries. As of December 31, 2020, the fair value of such contracts in the table above consisted primarily of (i) two outstanding forward contracts accounted for as cash flow hedges, with each expiring in 2021 and (ii) outstanding forward contracts accounted for as net investment hedges. For the years ended December 31, 2020 and 2019, the amounts recognized in Accumulated other comprehensive (loss) income associated with foreign exchange forward contracts were not material, as discussed in more detail in Note 7 herein. As of December 31, 2020 and 2019, the fair values of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Consolidated Balance Sheets, depending on their value and remaining contractual period. For further discussion on the Company’s derivative financial instruments and related policies, refer to Note 1 herein.

Note 6—Income Taxes

The components of income before income taxes and the provision for income taxes are as follows:


	Year Ended December 31,
	2020		2019		2018
Income before income taxes:
United States	$	310.3	$	318.6	$	194.1
Foreign		1,216.3		1,177.3		1,394.3
	$	1,526.6	$	1,495.9	$	1,588.4
Current tax provision (benefit):
United States	$	(5.7)	$	22.9	$	37.8
Foreign		288.2		293.8		345.7
		282.5		316.7		383.5
Deferred tax provision (benefit):
United States		43.0		35.8		27.8
Foreign		(12.2)		(20.6)		(39.8)
		30.8		15.2		(12.0)
Total provision for income taxes	$	313.3	$	331.9	$	371.5

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in 2017. Consistent with the requirements of ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, the Company recorded a provisional charge (“Tax Act Charge”) in 2017 and completed its

accounting for the Tax Act within the one-year measurement period. As such, the Company recorded an income tax benefit of $14.5 in 2018. In addition, in 2017, the Company recorded a transition tax (“Transition Tax”) of $259.4 related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries. In the third quarter of 2020, the Company paid the third annual installment of the Transition Tax, net of applicable tax credits and deductions. The Company will pay the balance of the Transition Tax, net of applicable tax credits and deductions, over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Consolidated Balance Sheets as of December 31, 2020 and 2019. In addition, as a result of the Tax Act, the Company also recorded a tax charge, in 2017, related to changes in the Company’s permanent reinvestment assertion, due to our intention to repatriate prior accumulated unremitted earnings from certain foreign subsidiaries over time. We will pay such taxes when those respective earnings are repatriated.

At December 31, 2020, the Company had $165.0 of foreign tax loss carryforwards, $78.6 of U.S. state tax loss carryforwards and $8.2 of U.S. federal tax loss carryforwards, of which $126.1, $78.6 and $8.2, respectively, will either expire or be refunded at various dates through 2040 and the balance can be carried forward indefinitely. The Company had $3.2 of foreign tax credit carryforwards, $15.4 of U.S. state tax credit carryforwards, and $0.4 of U.S. federal tax credit carryforwards, of which $3.2, $9.6, and $0.4, respectively, will either expire or be refunded at various dates through 2040 and the balance can be carried forward indefinitely.

A valuation allowance of $40.1 and $35.2 at December 31, 2020 and 2019, respectively, has been recorded which relates primarily to the U.S. state and foreign net operating loss carryforwards and U.S. state tax credits. The net change in the valuation allowance for deferred tax assets in 2020 was an increase of $4.9, which related primarily to U.S. state and foreign net operating loss carryforwards. The net change in the valuation allowance for deferred tax assets in 2019 was not material.

Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate are analyzed below:


	Year Ended December 31,
	2020		2019		2018
U.S. statutory federal tax rate	21.0	%	21.0	%	21.0	%
State and local taxes	0.8		0.7		0.6
Foreign earnings and dividends taxed at different rates	2.1		1.4		2.3
U.S. tax on foreign income	0.8		1.2		1.8
Tax Act - transition tax	—		—		0.7
Tax Act - change in indefinite reinvestment assertion	—		—		(1.6)
Excess tax benefits related to stock-based compensation	(2.8)		(2.5)		(1.2)
Settlements of refund claims in foreign jurisdictions including related deferred taxes	(1.3)		—		—
Other, net	(0.1)		0.4		(0.2)
Effective tax rate	20.5	%	22.2	%	23.4	%

The components of the Company’s deferred tax assets and liabilities are comprised of the following:


	December 31,
	2020		2019
Deferred tax assets relating to:
Accrued liabilities and reserves	$	54.2	$	41.8
Operating lease liabilities		52.7		45.7
Operating loss and tax credit carryforwards		62.8		81.3
Pensions		36.4		26.2
Inventories		49.0		39.3
Employee benefits		35.2		36.0
Total deferred tax assets		290.3		270.3
Valuation allowance		(40.1)		(35.2)
Total deferred tax assets, net of valuation allowances		250.2		235.1

Deferred tax liabilities relating to:
Goodwill		202.1		179.5
Depreciation and amortization		81.5		74.1
Operating lease right-of-use assets		52.7		45.7
Unremitted foreign earnings		114.9		115.8
Total deferred tax liabilities		451.2		415.1

Net deferred tax liability	$	201.0	$	180.0

Classification of deferred tax assets and liabilities, as reflected on the Consolidated Balance Sheets:
Other long-term assets	$	98.1	$	80.4
Deferred income taxes		299.1		260.4
Net deferred tax liability, long-term	$	201.0	$	180.0

A tabular reconciliation of the gross amounts of unrecognized tax benefits excluding interest and penalties at the beginning and end of the year for 2020, 2019 and 2018 is shown below.


	2020		2019		2018
Unrecognized tax benefits as of January 1	$	159.1	$	130.5	$	127.3
Gross increases for tax positions in prior periods		5.4		20.9		18.9
Gross increases for tax positions in current period		16.4		9.0		2.0
Settlements		(38.8)		—		(14.1)
Lapse of statutes of limitations		(6.8)		(1.3)		(3.6)
Unrecognized tax benefits as of December 31	$	135.3	$	159.1	$	130.5

The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes. During the years ended December 31, 2020, 2019 and 2018, the provision for income taxes included a net expense of $2.8, $4.4 and $1.1, respectively, in estimated interest and penalties. As of December 31, 2020, 2019 and 2018, the liability for unrecognized tax benefits included $39.2, $42.2 and $40.5, respectively, for tax-related interest and penalties.

The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2017 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of December 31, 2020 and 2019, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $169.3 and $171.0, respectively. Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations. Based on information currently available, management anticipates that over the next twelve-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $24.6.

Note 7—Equity

Stock-Based Compensation:

For the years ended December 31, 2020, 2019 and 2018, the Company’s income before income taxes was reduced for stock-based compensation expense of $70.5, $63.0 and $55.6, respectively, the expense of which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income. In addition, for the years ended December 31, 2020, 2019 and 2018, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $50.7, $46.0 and $27.5, respectively, in the provision for income taxes in the accompanying Consolidated Statements of Income. These aggregate income tax benefits during the years ended December 31, 2020, 2019 and 2018 include excess tax benefits of $42.8, $38.1 and $19.8, respectively, from option exercises. The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

Stock Options

In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”). A committee of the Company’s Board of Directors has been authorized to grant stock options pursuant to the 2017 Employee Option Plan. At the time of its adoption, the number of shares of the Company’s Class A Common Stock (“Common Stock”) reserved for issuance under the 2017 Employee Option Plan is 30,000,000 shares. As of December 31, 2020, there were 5,142,520 shares of Common Stock available for the granting of additional stock options under the 2017 Employee Option Plan. The Company also continues to maintain the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Employee Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant.

In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “2004 Directors Option Plan”). The 2004 Directors Option Plan was administered by the Company’s Board of Directors. The 2004 Directors Option Plan expired in May 2014. Options were last granted under the 2004 Directors Option Plan in May 2011. All options granted under the 2004 Directors Option Plan have been either exercised or forfeited.

Stock option activity for 2018, 2019 and 2020 was as follows:


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Options	Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2018	33,222,364	$	52.27	7.05
Options granted	6,302,100		87.95
Options exercised	(3,464,876)		37.81
Options forfeited	(508,920)		69.03
Options outstanding at December 31, 2018	35,550,668		59.77	6.81
Options granted	6,181,700		89.52
Options exercised	(5,847,252)		42.14
Options forfeited	(209,910)		78.17
Options outstanding at December 31, 2019	35,675,206		67.70	6.75
Options granted	6,110,200		90.24
Options exercised	(7,484,812)		51.60
Options forfeited	(307,770)		83.11
Options outstanding at December 31, 2020	33,992,824	$	75.16	6.79	$	1,890.4
Vested and non-vested options expected to vest at December 31, 2020	31,791,827	$	74.56	6.71	$	1,787.1
Exercisable options at December 31, 2020	15,498,174	$	63.73	5.32	$	1,039.0

A summary of the status of the Company’s non-vested options as of December 31, 2020 and changes during the year then ended is as follows:


		Weighted Average
		Fair Value
	Options	at Grant Date
Non-vested options at January 1, 2020	19,016,830	$	10.72
Options granted	6,110,200		16.35
Options vested	(6,324,610)		9.87
Options forfeited	(307,770)		12.03
Non-vested options at December 31, 2020	18,494,650	$	12.85

The weighted average fair value at the grant date of options granted during 2019 and 2018 was $12.26 and $12.82, respectively.

During the years ended December 31, 2020, 2019 and 2018, the following activity occurred under the Company’s option plans:



	2020		2019		2018
Total intrinsic value of stock options exercised	$	436.1	$	329.6	$	188.1
Total fair value of stock options vested		62.4		57.3		51.0

As of December 31, 2020, the total compensation cost related to non-vested options not yet recognized was approximately $177.3, with a weighted average expected amortization period of 3.40 years.

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Employee Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

The fair value of stock options has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


	2020		2019		2018
Risk free interest rate	0.3	%	2.1	%	2.9	%
Expected life	4.7	years	4.7	years	4.7	years
Expected volatility	24.0	%	14.0	%	13.0	%
Expected dividend yield	1.1	%	1.0	%	1.0	%

Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Company’s Board of Directors. As of December 31, 2020, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 81,671. Restricted shares granted under the 2012 Directors Restricted Stock Plan generally vest on the first anniversary of the grant date. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment.

Restricted share activity for 2018, 2019 and 2020 was as follows:


				Weighted Average
		Fair Value		Remaining
	Restricted	at Grant		Amortization
	Shares	Date		Term (in years)
Restricted shares outstanding at January 1, 2018	12,905	$	73.25	0.37
Restricted shares granted	15,014		87.84
Shares vested and issued	(13,046)		73.35
Restricted shares outstanding at December 31, 2018	14,873		87.89	0.39
Restricted shares granted	14,304		89.49
Shares vested and issued	(16,661)		88.07
Restricted shares outstanding at December 31, 2019	12,516		89.49	0.39
Restricted shares granted	13,175		91.11
Shares vested and issued	(12,516)		89.49
Restricted shares outstanding at December 31, 2020	13,175	$	91.11	0.38

The total fair value of restricted share awards that vested during 2020, 2019, and 2018 was $1.2, $1.5 and $1.0, respectively. As of December 31, 2020, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $0.5 (with a weighted average expected amortization period of 0.38 years).

Stock Repurchase Program:

On April 24, 2018, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the years ended December 31, 2020, 2019 and 2018, the Company repurchased 6.0 million, 6.5 million and 6.4 million shares of its Common Stock for $641.3, $601.7 and $553.2, respectively, under the 2018 Stock Repurchase Program. Of the total repurchases in 2020, 1.4 million shares, or $153.9, have been retained in Treasury stock at time of repurchase; the remaining 4.6 million shares, or $487.4, have been retired by the Company. Of the total repurchases in 2019, 1.0 million shares, or $87.6, were retained in Treasury stock at time of repurchase; the remaining 5.5 million shares, or $514.1, were retired by the Company. Of the total repurchases in 2018, 0.7 million shares, or $55.0, were retained in Treasury stock at time of repurchase; the remaining 5.7 million shares, or $498.2, were retired by the Company. From January 1, 2021 through January 31, 2021, the Company repurchased $4.0 of its Common Stock, and has remaining authorization to purchase up to $199.8 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 a number of factors such as levels of cash generation from operations, the 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.

On January 24, 2017, the Company’s Board of Directors authorized a stock repurchase program under which the Company could purchase up to $1,000.0 of the Company’s Common Stock during the two-year period ending January 24, 2019 (the “2017 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the three months ended March 31, 2018, the Company repurchased 4.2 million shares of its Common Stock for $382.0, all of which were retired by the Company; these repurchases completed the $1,000.0 2017 Stock Repurchase Program. The repurchases in the first quarter of 2018, coupled with the Company’s repurchase of 6.4 million shares of its Common Stock for $553.2 under the 2018 Stock Repurchase Program during the nine months ended December 31, 2018, resulted in total repurchases of 10.6 million shares for $935.2 during the year ended December 31, 2018.

Dividends:

Contingent upon declaration by the Board of Directors, the Company generally pays a quarterly dividend on shares of its Common Stock. On October 20, 2020, the Company’s Board of Directors approved an increase to its quarterly dividend rate from $0.25 per share to $0.29 per share effective with dividends declared in the fourth quarter of 2020.

The following table summarizes the quarterly declared dividends per share for each of the three years ended December 31, 2020, 2019 and 2018:


	2020		2019		2018
First Quarter	$	0.25	$	0.23	$	0.19
Second Quarter		0.25		0.23		0.23
Third Quarter		0.25		0.25		0.23
Fourth Quarter		0.29		0.25		0.23
Total	$	1.04	$	0.96	$	0.88

Dividends declared and paid for the years ended December 31, 2020, 2019 and 2018 were as follows:


	2020		2019		2018
Dividends declared	$	310.0	$	285.3	$	264.3
Dividends paid (including those declared in the prior year)		297.6		279.5		253.7

Accumulated Other Comprehensive Income (Loss):

Balances of related after-tax components comprising Accumulated other comprehensive income (loss) included in equity at December 31, 2020, 2019 and 2018 are as follows:


	Foreign		Unrealized		Pension and		Accumulated
	Currency		Gain (Loss)		Postretirement		Other
	Translation		on Hedging		Benefit Plan		Comprehensive
	Adjustments		Activities		Adjustment		(Loss) Income
Balance at January 1, 2018	$	(33.2)	$	(0.2)	$	(167.6)	$	(201.0)
Other comprehensive income (loss) before reclassifications, net of tax of nil, ($0.1) and $6.6, respectively		(164.3)		0.4		(22.0)		(185.9)
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($6.4)		—		—		20.2		20.2
Amounts reclassified from Accumulated other comprehensive income (loss) to retained earnings, resulting from income tax effects of the Tax Act (ASU 2018-02)		—		—		(23.5)		(23.5)
Balance at December 31, 2018		(197.5)		0.2		(192.9)		(390.2)
Other comprehensive income (loss) before reclassifications, net of tax of nil, nil and $5.3, respectively		(40.4)		0.1		(15.7)		(56.0)
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($4.9)		—		—		15.3		15.3
Balance at December 31, 2019		(237.9)		0.3		(193.3)		(430.9)
Other comprehensive income (loss) before reclassifications, net of tax of nil, nil and $7.1, respectively		151.3		(0.2)		(18.9)		132.2
Amounts reclassified from Accumulated other comprehensive income (loss) to earnings, net of tax of ($6.7)		—		—		20.6		20.6
Balance at December 31, 2020	$	(86.6)	$	0.1	$	(191.6)	$	(278.1)

For the years ended December 31, 2020, 2019 and 2018, as it relates to the Company’s cash flow hedges, which comprised of foreign exchange forward contracts, the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Consolidated Statements of Income, were not material. There were no reclassifications associated with our net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above. The amount included in Accumulated other comprehensive loss as of December 31, 2020 associated with our cash flow hedges is expected to be reclassified into earnings within the next twelve months. The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income, net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans. The amortization of actuarial losses are included in the computation of net pension expense discussed in more detail within Note 9 herein.

Note 8—Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares and dilutive common shares, the dilutive effect of which relates to stock options. A reconciliation of the basic weighted average common shares

outstanding to diluted weighted average common shares outstanding for the years ended December 31, 2020, 2019 and 2018 is as follows:



(dollars and shares in millions, except per share data)	2020		2019		2018
Net income attributable to Amphenol Corporation shareholders	$	1,203.4	$	1,155.0	$	1,205.0
Basic weighted average common shares outstanding		298.0		297.5		301.2
Effect of dilutive stock options		9.5		10.4		11.4
Diluted weighted average common shares outstanding		307.5		307.9		312.6
Earnings per share attributable to Amphenol Corporation shareholders:
Basic	$	4.04	$	3.88	$	4.00
Diluted	$	3.91	$	3.75	$	3.85

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 4.7 million, 7.1 million and 3.3 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Subsequent Event - 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. Below are the pro forma weighted average common shares outstanding and earnings per share (basic and diluted) to give the effect of this stock split as if it had been effective for all years presented. (table below is unaudited)


(dollars and shares in millions, except per share data)	2020		2019		2018
Net income attributable to Amphenol Corporation shareholders	$	1,203.4	$	1,155.0	$	1,205.0
Basic weighted average common shares outstanding		596.1		595.0		602.4
Effect of dilutive stock options		18.9		20.9		22.8
Diluted weighted average common shares outstanding		615.0		615.9		625.2
Earnings per share attributable to Amphenol Corporation shareholders:
Basic	$	2.02	$	1.94	$	2.00
Diluted	$	1.96	$	1.88	$	1.93

Note 9—Benefit Plans and Other Postretirement Benefits

Defined Benefit Plans

The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S. Plans and are covered by defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S. Plans, the “Plans”). The largest foreign pension plan, in accordance with local regulations, is unfunded and had a projected benefit obligation of approximately $120.8 and $103.6 at December 31, 2020 and 2019, respectively. Total required contributions to be made during 2021 for the unfunded Foreign Plans are included in Other accrued expenses in the accompanying Consolidated Balance Sheets and in the tables below.

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


	U.S. Plans						Foreign Plans						Total
		2020			2019			2020			2019			2020		2019
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	496.5		$	448.9		$	261.4		$	235.3		$	757.9	$	684.2
Service cost		4.5			5.4			3.0			2.6			7.5		8.0
Interest cost		13.2			16.8			3.5			4.7			16.7		21.5
Plan amendments		—			4.8			0.1			—			0.1		4.8
Actuarial loss		38.5			47.1			24.1			24.8			62.6		71.9
Foreign exchange translation		—			—			17.9			1.6			17.9		1.6
Benefits paid		(26.3)			(26.5)			(8.0)			(7.6)			(34.3)		(34.1)
Projected benefit obligation at end of year		526.4			496.5			302.0			261.4			828.4		757.9

Change in plan assets:
Fair value of plan assets at beginning of year		473.2			418.2			107.8			95.9			581.0		514.1
Actual return on plan assets		67.8			80.5			6.3			11.4			74.1		91.9
Employer contributions		1.0			1.0			5.5			5.6			6.5		6.6
Foreign exchange translation		—			—			5.0			2.5			5.0		2.5
Benefits paid		(26.3)			(26.5)			(8.0)			(7.6)			(34.3)		(34.1)
Fair value of plan assets at end of year		515.7			473.2			116.6			107.8			632.3		581.0

Underfunded status at end of year	$	10.7		$	23.3		$	185.4		$	153.6		$	196.1	$	176.9

Amounts recognized on the balance sheet as of December 31:
Other long-term assets	$	7.8		$	—		$	0.3		$	—		$	8.1	$	—

Other accrued expenses		1.0			1.0			3.3			3.2			4.3		4.2
Accrued pension and postretirement benefit obligations		17.5			22.3			182.4			150.4			199.9		172.7
Underfunded status at end of year	$	10.7		$	23.3		$	185.4		$	153.6		$	196.1	$	176.9

Accumulated other comprehensive loss, net	$	(118.2)		$	(131.5)		$	(74.3)		$	(62.0)		$	(192.5)	$	(193.5)

Weighted average assumptions used to determine projected benefit obligations:
Discount rate		2.30	%		3.11	%		1.12	%		1.59	%
Rate of compensation increase		2.40	%		2.60	%		1.75	%		1.78	%

The projected benefit obligation increased in both 2020 and 2019 primarily due to higher actuarial losses, resulting from the impact of lower discount rates on our projected benefit obligation. The accumulated benefit obligation for the Company’s defined benefit pension plans was $818.4 and $748.4 at December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the accumulated benefit obligation for the U.S. Plans was $525.1 and $495.0, respectively, and for the Foreign Plans was $293.3 and $253.4, respectively.

The following summarizes information for defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2020 and 2019:


	U.S. Plans				Foreign Plans
		2020		2019		2020		2019
Accumulated benefit obligation	$	29.8	$	495.0	$	287.6	$	253.4
Fair value of plan assets		11.7		473.2		110.7		107.8

The following summarizes information for defined benefit plans with a projected benefit obligation in excess of plan assets as of December 31, 2020 and 2019:


	U.S. Plans				Foreign Plans
		2020		2019		2020		2019
Projected benefit obligation	$	30.1	$	496.5	$	296.4	$	261.4
Fair value of plan assets		11.7		473.2		110.7		107.8

The amounts, before tax, included in Accumulated other comprehensive loss at December 31, 2020 and 2019 that have not yet been recognized as expense were as follows:


	U.S. Plans				Foreign Plans				Total
		2020		2019		2020		2019		2020		2019
Actuarial losses, net	$	148.9	$	164.3	$	98.8	$	76.9	$	247.7	$	241.2
Prior service cost		6.6		8.7		0.8		0.8		7.4		9.5

The following is a summary of the components of net pension expense for the Company’s defined benefit plans for the years ended December 31, 2020, 2019 and 2018:


	U.S. Plans									Foreign Plans									Total
	2020			2019			2018			2020			2019			2018			2020		2019		2018
Components of net pension expense:
Service cost	$	4.5		$	5.4		$	4.5		$	3.0		$	2.6		$	2.8		$	7.5	$	8.0	$	7.3
Interest cost		13.2			16.8			14.9			3.5			4.7			4.7			16.7		21.5		19.6
Expected return on plan assets		(33.8)			(33.2)			(34.5)			(3.4)			(3.7)			(3.8)			(37.2)		(36.9)		(38.3)
Amortization of prior service cost		2.1			1.7			2.3			—			0.1			—			2.1		1.8		2.3
Settlements		—			—			—			—			—			0.6			—		—		0.6
Amortization of actuarial losses		19.8			14.4			19.0			5.4			4.1			4.2			25.2		18.5		23.2
Net pension expense	$	5.8		$	5.1		$	6.2		$	8.5		$	7.8		$	8.5		$	14.3	$	12.9	$	14.7

Weighted average assumptions used to determine net periodic benefit cost:
Discount rate		3.11	%		4.14	%		3.48	%		1.59	%		2.28	%		2.21	%
Expected long-term return on assets		7.50	%		7.50	%		7.75	%		3.25	%		3.75	%		3.69	%
Rate of compensation increase		2.60	%		3.00	%		3.00	%		1.78	%		1.77	%		1.70	%

The pension expense for the Plans is calculated based upon a number of actuarial assumptions established on January 1 of the applicable year, including mortality projections as well as a weighted average discount rate, rate of increase in future compensation levels and an expected long-term rate of return on the respective Plans’ assets which are detailed in the table above. The Company records service costs in the same line item as the respective employee compensation costs and within operating income, while all other pension-related costs including interest cost, expected return on plan assets, amortization of prior service cost and amortization of net actuarial losses are reported separately within Other income, net in the Consolidated Statements of Income.

The discount rate used by the Company for valuing pension liabilities is based on a review of high quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations. The weighted average discount rate for the U.S. Plans on this basis was 2.30% and 3.11% at December 31, 2020 and 2019, respectively. The decrease in the discount rate for the U.S. Plans resulted in an increase in the benefit obligation of approximately $45 at December 31, 2020. The weighted average discount rate for the Foreign Plans was 1.12% and 1.59% at December 31, 2020 and 2019, respectively. The increase in the benefit obligation associated with our Foreign Plans at December 31, 2020 was primarily driven by the decrease in the discount rate, along with foreign currency translation. The Company calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations. The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan and increased life expectancies for plan participants.

The primary investment objective of the Plans is to build and ensure an adequate pool of assets to support the benefit obligations to participants, retirees and beneficiaries. To meet this objective, the Plans seek to earn a rate of return on assets greater than the liability discount rate, with a prudent level of risk and diversification. The current investment policy includes a strategy to maintain an adequate level of diversification, subject to portfolio risks. The current target allocations for the U.S. Plans are generally 60% equity and 40% fixed income. Short-term strategic ranges for investments are established within these long term target percentages. The Company invests in a diversified investment portfolio through various investment managers and evaluates its plan assets for the existence of concentration risks. As of December 31, 2020, there were no significant concentrations of risks in the Company’s defined benefit plan assets. The Company does not invest nor instruct investment managers to invest pension assets in Amphenol securities. The Plans may indirectly hold the Company’s securities as a result of external investment management in certain commingled funds. Such holdings would not be material relative to the Plans’ total assets. The Company’s Foreign Plans primarily invest in equity and debt securities and insurance contracts, as determined by each Plans’ Trustees or investment managers.

In developing the expected long-term rate of return assumption for the U.S. Plans, the Company evaluated input from its external actuaries and investment consultants as well as consideration of long-term inflation assumptions. Projected returns by such consultants are based on broad equity and bond indices. The Company also considered its historical compounded return of approximately 8.5%, which has been in excess of these broad equity and bond benchmark indices. As described above, the expected long-term rate of return on the U.S. Plans’ assets is currently based on an asset allocation assumption of approximately 60% with equity managers (with an expected long-term rate of return of approximately 8%) and 40% with fixed income managers (with an expected long-term rate of return of approximately 6%). The Company regularly reviews the actual asset allocation and periodically rebalances investments to its targeted allocation when considered appropriate.

The Company’s Plan assets, the vast majority of which relate to the U.S. Plans, are reported at fair value and classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The process requires judgment and may have an effect on the placement of the Plan assets within the fair value measurement hierarchy. The fair values of the Company’s pension Plans’ assets at December 31, 2020 and 2019 by asset category are as follows (refer to Note 5 for definitions of Level 1, 2 and 3 inputs):


									Assets Measured at
Asset Category	Total		Level 1		Level 2		Level 3		Net Asset Value (a)

December 31, 2020
Equity securities:
U.S. equities — large cap	$	124.9	$	63.5	$	61.4	$	—	$	—
U.S. equities — small/mid cap and other		37.7		—		37.7		—		—
International equities — growth		67.5		61.6		5.9		—		—
International equities — other		96.2		—		41.3		—		54.9

Alternative investment funds		22.4		—		—		—		22.4

Fixed income securities:
U.S. fixed income securities — intermediate term		29.2		29.2		—		—		—
U.S. fixed income securities — long term		130.5		—		130.5		—		—
U.S. fixed income securities — high yield		15.5		—		15.5		—		—
International fixed income securities — other		49.5		—		49.5		—		—

Insurance contracts		40.0		—		—		40.0		—
Real estate funds		10.8		—		—		10.8		—
Cash and cash equivalents		8.1		8.1		—		—		—

Total	$	632.3	$	162.4	$	341.8	$	50.8	$	77.3

December 31, 2019
Equity securities:
U.S. equities — large cap	$	112.0	$	56.9	$	55.1	$	—	$	—
U.S. equities — small/mid cap and other		36.4		—		36.4		—		—
International equities — growth		56.9		51.8		5.1		—		—
International equities — other		74.9		—		41.0		—		33.9

Alternative investment funds		21.1		—		—		—		21.1

Fixed income securities:
U.S. fixed income securities — short term		18.1		—		18.1		—		—
U.S. fixed income securities — intermediate term		26.8		26.8		—		—		—
U.S. fixed income securities — long term		118.6		—		118.6		—		—
U.S. fixed income securities — high yield		14.2		—		14.2		—		—
International fixed income securities — other		24.0		—		24.0		—		—

Insurance contracts		37.0		—		—		37.0		—
Real estate funds		10.7		—		—		10.7		—
Cash and cash equivalents (b)		30.3		30.3		—		—		—

Total	$	581.0	$	165.8	$	312.5	$	47.7	$	55.0

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

(b)	The majority of the cash and cash equivalents on hand at December 31, 2019, which is primarily within the U.S. Plans, was subsequently invested, in early January 2020, in certain equity securities within the International equities-other category.

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

Fixed income securities consist primarily of government securities and corporate bonds. They are valued at the closing price in the active market or at quotes obtained from brokers/dealers or pricing services. Certain fixed income securities held within commingled funds are valued based on the fair value of the underlying net assets of the funds, as determined by the custodian of the funds.

The Level 2 pension plan assets are primarily comprised of pooled funds valued using published prices based off of observable market data.

The Level 3 pension plan assets as of December 31, 2020 and 2019 included in the table above consist primarily of contracts with insurance companies related to certain foreign plans. The insurance contracts generally include guarantees in accordance with the policy purchased. Our valuation of Level 3 assets is based on insurance company or third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract between the Company and the insurance companies. Our Level 3 pension plan assets also include certain investments in commingled real estate funds which are valued based on unobservable market price inputs. The following table sets forth a summary of changes of the fair value of the Level 3 pension plan assets for the years ended December 31, 2020 and 2019:


		2020		2019
Balance on January 1	$	47.7	$	45.3
Unrealized gains (losses), net		1.1		4.0
Purchases, sales and settlements, net		(1.0)		(1.2)
Foreign currency translation		3.0		(0.4)
Balance on December 31	$	50.8	$	47.7

The Company made cash contributions to the Plans of $6.5, $6.6, and $88.3 in 2020, 2019, and 2018, respectively. In January 2018, the Company made voluntary cash contributions of approximately $81.0 to fund the U.S. Plans. There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future.

Benefit payments related to the Plans above, including those amounts to be paid out of Company assets and reflecting future expected service as appropriate, are expected to be as follows:


	U.S.		Foreign
Year	Plans		Plans		Total
2021	$	27.3	$	7.7	$	35.0
2022		28.1		9.0		37.1
2023		29.0		8.9		37.9
2024		29.7		10.1		39.8
2025		30.1		10.3		40.4
2026-2030		149.7		57.6		207.3

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation. The obligation related to the SERP is included in the accompanying Consolidated Balance Sheets and in the tables above.

Certain foreign subsidiaries of the Company offer certain benefits under local statutory plans which are excluded from the tables above. The net liability for such plans was $16.1 and $15.1 as of December 31, 2020 and 2019, respectively, the majority of which is included within Accrued pension and postretirement benefit obligations in the accompanying Consolidated Balance Sheets.

Other Postretirement Benefit Plans

The Company maintains self-insurance programs for that portion of its health care and workers compensation costs not covered by insurance. The Company also provides certain health care and life insurance benefits to certain eligible retirees in the U.S. through postretirement benefit (“OPEB”) programs. The Company’s share of the cost of such plans for most participants is fixed, and any increase in the cost of such plans will be the responsibility of the retirees. The Company funds the benefit costs for such plans on a pay-as-you-go basis. As of December 31, 2020 and 2019, the total liability associated with postretirement benefit obligations was approximately $6.8 and $7.9, respectively, the majority of which is included in Accrued pension and postretirement benefit obligations on the accompanying Consolidated Balance Sheets. The weighted average discount rate used to determine the projected benefit obligation as of December 31, 2020 and 2019 was 2.40% and 3.10%, respectively. Net postretirement benefit expense on the accompanying Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018 were $0.2, $0.3 and $0.8, respectively. Since the Company’s obligation for postretirement medical plans is fixed and since the benefit obligation and the net postretirement benefit expense are not material in relation to the Company’s financial condition or results of operations, the Company believes any change in medical costs from that estimated will not have a significant impact on the Company.

Defined Contribution Plans

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. Through 2018, the Company matched employee contributions to the U.S. defined contribution plans up to a maximum of 5% of eligible compensation. Effective January 1, 2019, the Company increased its matching of employee contributions to the U.S. defined contribution plans up to a maximum of 6% of eligible compensation. The Company provided matching contributions to the U.S. defined contribution plans of approximately $13.3, $13.1 and $8.6 in 2020, 2019 and 2018, respectively.

Note 10—Leases

Operating Leases

For the years ended December 31, 2020 and 2019, total operating lease cost was $98.7, and $97.6, respectively, which include an immaterial amount of variable lease cost, and is recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. Other than variable lease cost, operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable leases for each of the next five years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases and (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, all as of December 31, 2020:


	Operating
Year Ending December 31,	Leases
2021	$	72.7
2022		48.8
2023		37.0
2024		27.6
2025		17.6
Thereafter		43.1
Total future minimum lease payments	$	246.8
Less imputed interest		(17.7)
Total present value of future minimum lease payments	$	229.1

The following summarizes the lease-related account balances on our Consolidated Balance Sheets, as of December 31, 2020 and 2019:


As of December 31:	2020		2019
Operating lease right-of-use assets (included in Other long-term assets)	$	224.4	$	196.7

Other accrued expenses	$	68.0	$	54.0
Other long-term liabilities		161.1		145.4
Total operating lease liabilities	$	229.1	$	199.4

The following summarizes additional supplemental data related to our operating leases:


	Operating Leases
Year Ended December 31:	2020			2019
Supplemental Cash Flow Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	88.1		$	86.0

Right-of-use assets obtained in exchange for lease liabilities	$	104.7		$	98.6

As of December 31:
Weighted Average Remaining Lease Term		5	years		6	years
Weighted Average Discount Rate		2.6	%		3.2	%

Lease contracts that we have executed but which have not yet commenced as of December 31, 2020 were not material, and are excluded from the tables above. The Company does not generally enter into leases involving the construction or design of the underlying asset, and nearly all of the assets we lease are not specialized in nature. Our lease agreements generally do not include residual value guarantees nor do we enter into sublease arrangements with external parties.

Prior to January 1, 2019, the Company accounted for its leases in accordance with Topic 840, Leases. Total rent expense under operating leases for the year ended December 31, 2018 was approximately $87.2, which was recorded in Cost of sales and Selling, general and administrative expenses, dependent on the nature of the leased asset. At December 31, 2018, the Company was committed under operating leases for buildings, office space, automobiles and equipment, which expired at various dates.

Finance Leases

In rare circumstances, the Company may enter into finance leases for specific equipment used in manufacturing, in which the Company takes ownership of the asset upon the end of the lease. The Company records its finance leases within Property, plant and equipment, net, Current portion of long-term debt and Long-term debt on the accompanying Consolidated Balance Sheets. The Company’s finance leases and related depreciation and interest expense, cash flows and impact on the Company’s consolidated financial statements were not material individually or in the aggregate as of and for the years ended December 31, 2020, 2019 and 2018.

Note 11—Acquisitions

During the year ended December 31, 2020, the Company completed two acquisitions, each included in the Interconnect Products and Assemblies segment, for $50.4, net of cash acquired. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. The Company anticipates that the final assessments of values will not differ materially from the preliminary assessments. The operating results of the 2020 acquisitions have been included in the Consolidated Statements of Income for the year ended December 31, 2020, since their respective dates of acquisition. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

In January 2019, the Company acquired SSI Controls Technologies (“SSI”), the sensor manufacturing division of SSI Technologies, Inc., for approximately $400, net of cash acquired, plus a performance-related contingent payment. SSI, which is headquartered in the United States (Wisconsin), is a leading designer and manufacturer of sensors and sensing solutions for the global automotive and industrial markets. The SSI acquisition was not material to the Company. The contingent consideration payment was based on certain 2019 revenue and profitability levels of SSI. The Company determined the fair value of this liability using Level 3 unobservable inputs, such as probability weighted payout projections, and is classified as Level 3 in the fair value hierarchy (Note 5). The calculation of the contingent consideration was finalized in the first quarter of 2020 as $75.0, based on actual financial data used for inputs, and was paid in the second quarter of 2020. The contingent consideration was recorded in Other accrued expenses on the accompanying Consolidated Balance Sheets as of December 31, 2019.

During the year ended December 31, 2019, the Company completed nine acquisitions, including SSI, for $937.4, net of cash acquired. All but one of the acquisitions were included in the Interconnect Products and Assemblies segment. The 2019 acquisitions resulted in the recognition, in 2019, of $784.6 of goodwill and $111.8 of definite-lived intangible assets, primarily related to customer relationships and proprietary technology, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit, with the vast majority having useful lives ranging from 5 to 10 years. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition. The Company expects that approximately $455 of the goodwill recognized from acquisitions in 2019 will be deductible for tax purposes. The Company has completed its analyses of the fair value of the assets acquired and liabilities assumed for all 2019 acquisitions. The operating results of the 2019 acquisitions have been included in the Consolidated Statements of Income for the years ended December 31, 2020 and 2019, since their respective dates of acquisition. Pro forma financial information related to these acquisitions has not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

During the year ended December 31, 2018, the Company completed three acquisitions, all in the Interconnect Products and Assemblies segment, for $158.9, net of cash acquired. The Company has completed its analyses of the fair value of the assets acquired and liabilities assumed for all 2018 acquisitions. The acquisitions in 2018 were not material, either individually or in the aggregate, to the Company’s financial results, and therefore, pro forma financial information related to these acquisitions has not been presented.

Acquisition of MTS Systems Corporation (“MTS”)

On December 9, 2020, Amphenol announced that the Company entered into a definitive agreement under which Amphenol will acquire MTS Systems Corporation (Nasdaq: MTSC) (“MTS”) for $58.50 per share in cash, or approximately $1,700, net of cash acquired and including the assumption of outstanding debt and liabilities. MTS, which is headquartered in the state of Minnesota in the United States, is a leading global supplier of precision sensors, advanced test systems and motion simulators. MTS is organized into two business segments: Sensors and Test & Simulation. The Sensors segment represents a highly complementary offering of high-technology, harsh environment sensors sold into diverse end markets and applications. The Company expects the MTS acquisition to further expand our range of sensor and sensor-based products across a wide array of industries. The definitive agreement to acquire MTS has been unanimously approved by the boards of both companies and is expected to close by the middle of 2021, subject to certain regulatory approvals, approval from MTS’s shareholders and other customary closing conditions. Amphenol expects to fund the MTS acquisition through a combination of cash and cash equivalents on hand, along with borrowings under our existing revolving credit or commercial paper facilities.

On January 19, 2021, the Company announced that it has entered into an agreement to sell the MTS Test & Simulation business to Illinois Tool Works Inc. (NYSE: ITW). The sale of this business is expected to close following the anticipated closing of our acquisition of MTS, subject to certain regulatory approvals and other customary closing conditions.

Acquisitions Subsequent to Year-end

In January 2021, the Company also completed two acquisitions, each in the Interconnect Products and Assemblies segment, for approximately $145, net of cash acquired. The Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed. These acquisitions, which were funded using cash and cash equivalents on hand, are not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition-related Expenses

In 2020, the Company incurred approximately $11.5 ($10.7 after-tax) of acquisition-related expenses, primarily comprised of external transaction costs related to acquisitions that were announced or closed. In 2019, the Company incurred approximately $25.4 ($21.0 after-tax) of acquisition-related expenses, primarily comprised of the amortization of $15.7 related to the value associated with acquired backlog (of which $12.5 related to the SSI acquisition), with the remainder representing external transaction costs. In 2018, the Company incurred approximately $8.5 ($7.2 after-tax) of acquisition-related expenses related to external transaction costs. Such acquisition-related expenses are separately presented in the accompanying Consolidated Statements of Income.

Note 12—Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment were as follows:


	Interconnect		Cable
	Products and		Products and
	Assemblies		Solutions		Total
Goodwill at December 31, 2018	$	3,956.7	$	146.5	$	4,103.2
Acquisition-related		774.0		10.6		784.6
Foreign currency translation		(20.7)		—		(20.7)
Goodwill at December 31, 2019	$	4,710.0	$	157.1	$	4,867.1
Acquisition-related		50.0		0.5		50.5
Foreign currency translation		114.5		—		114.5
Goodwill at December 31, 2020	$	4,874.5	$	157.6	$	5,032.1

Other than goodwill noted above, the following is a summary of the Company’s intangible assets as of December 31, 2020 and 2019:


		December 31, 2020						December 31, 2019
	Weighted	Gross				Net		Gross				Net
	Average	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Life (years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Customer relationships	9	$	456.6	$	313.6	$	143.0	$	446.2	$	272.2	$	174.0
Proprietary technology	11		156.2		88.1		68.1		156.0		74.4		81.6
Backlog and other	2		49.7		49.4		0.3		49.7		49.4		0.3
Total intangible assets (definite-lived)	9		662.5		451.1		211.4		651.9		396.0		255.9

Trade names (indefinite-lived)			186.1				186.1		186.1				186.1
		$	848.6	$	451.1	$	397.5	$	838.0	$	396.0	$	442.0

The increase in the gross carrying amounts of intangible assets in 2020 was primarily due to the impact of foreign currency translation. The amortization expense for the years ended December 31, 2020, 2019 and 2018 was approximately $49.6, $67.3 and $46.9, respectively. The amortization expense in 2019 included $15.7 related to the amortization of acquired backlog, primarily from the SSI acquisition. As of December 31, 2020, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $46.2 in 2021, $38.5 in 2022, $35.7 in 2023, $30.0 in 2024, and $20.5 in 2025.

Note 13—Reportable Business Segments and International Operations

The Company has two reportable business segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions. The Company organizes its reportable business segments based upon similar economic characteristics and business groupings of products, services, and customers, and do not include any aggregated operating segments. These reportable business segments are determined based upon how the Company operates its businesses, assesses operating performance, makes resource allocation decisions, and communicates results, outlook and strategy to our Board of Directors and shareholders. The Interconnect Products and Assemblies segment primarily designs, manufactures and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-add products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. The accounting policies of the segments are the same as those for the Company as a whole and are described in

Note 1 herein. The Company evaluates the performance of the segments and allocates resources to them based on, among other things, profit or loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.


	Interconnect Products						Cable Products
	and Assemblies						and Solutions						Corporate / Other (1)						Total Consolidated
	2020		2019		2018		2020		2019		2018		2020		2019		2018		2020		2019		2018
Net sales:
External	$	8,229.9	$	7,840.3	$	7,781.9	$	369.0	$	385.1	$	420.1	$	—	$	—	$	—	$	8,598.9	$	8,225.4	$	8,202.0
Intersegment		58.5		35.3		12.8		38.2		51.6		34.0		—		—		—		96.7		86.9		46.8
Depreciation and amortization		297.1		300.1		287.2		4.3		6.4		6.6		6.7		5.6		5.9		308.1		312.1		299.7
Capital expenditures		272.1		289.6		305.0		3.7		4.1		5.2		1.0		1.3		0.4		276.8		295.0		310.6
Segment operating income		1,741.2		1,722.7		1,752.5		35.4		39.5		52.6								1,776.6		1,762.2		1,805.1
Segment assets (excluding goodwill)		6,672.8		5,666.4		5,678.6		214.2		209.2		208.1								6,887.0		5,875.6		5,886.7

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

A reconciliation of segment operating income to consolidated income before income taxes is summarized as follows:



	2020		2019		2018
Segment operating income	$	1,776.6	$	1,762.2	$	1,805.1
Stock-based compensation expense		(70.5)		(63.0)		(55.6)
Acquisition-related expenses		(11.5)		(25.4)		(8.5)
Other operating expenses		(56.2)		(54.6)		(54.1)
Interest expense		(115.4)		(117.6)		(101.7)
Loss on early extinguishment of debt		—		(14.3)		—
Other income, net		3.6		8.6		3.2
Income before income taxes	$	1,526.6	$	1,495.9	$	1,588.4

Reconciliation of segment assets to consolidated total assets:


	2020		2019
Segment assets, excluding goodwill	$	6,887.0	$	5,875.6
Goodwill		5,032.1		4,867.1
Other assets		408.2		72.8
Consolidated total assets	$	12,327.3	$	10,815.5

Other assets are comprised primarily of corporate identifiable assets such as cash and cash equivalents. The increase in other assets in 2020 is primarily driven by an increase in corporate-held cash and cash equivalents on hand.

Net sales by geographic area for the years ended December 31, 2020, 2019 and 2018 and property, plant and equipment, net by geographic area as of December 31 were as follows:


	2020		2019		2018
Net sales
United States	$	2,494.0	$	2,524.7	$	2,241.4
China		2,597.5		2,306.4		2,594.0
Other foreign locations		3,507.4		3,394.3		3,366.6
Total	$	8,598.9	$	8,225.4	$	8,202.0

Long-lived assets(1)
United States	$	352.7	$	355.0	$	225.1
China		399.6		343.1		273.8
Other foreign locations		526.7		497.6		376.9
Total	$	1,279.0	$	1,195.7	$	875.8

	(1)	Long-lived assets in this table are comprised of property, plant and equipment, net, for all years presented. In addition, for 2020 and 2019, operating lease right-of-use assets are also included, as a result of the Company’s adoption of Topic 842 effective January 1, 2019. Refer to Note 1 and Note 10 herein for further details on the impact of Topic 842.

Disaggregation of Net Sales

The following table shows our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the years ended December 31, 2020, 2019 and 2018:


	Interconnect Products						Cable Products						Total Reportable
	and Assemblies						and Solutions						Business Segments
Year ended December 31,	2020		2019		2018		2020		2019		2018		2020		2019		2018
Net sales by:
Sales channel:
End customers and contract manufacturers	$	6,934.1	$	6,684.0	$	6,667.9	$	310.6	$	301.4	$	322.3	$	7,244.7	$	6,985.4	$	6,990.2
Distributors and resellers		1,295.8		1,156.3		1,114.0		58.4		83.7		97.8		1,354.2		1,240.0		1,211.8
	$	8,229.9	$	7,840.3	$	7,781.9	$	369.0	$	385.1	$	420.1	$	8,598.9	$	8,225.4	$	8,202.0

Geography:
United States	$	2,282.6	$	2,323.5	$	2,038.0	$	211.4	$	201.2	$	203.4	$	2,494.0	$	2,524.7	$	2,241.4
China		2,590.3		2,300.6		2,589.9		7.2		5.8		4.1		2,597.5		2,306.4		2,594.0
Other foreign locations		3,357.0		3,216.2		3,154.0		150.4		178.1		212.6		3,507.4		3,394.3		3,366.6
	$	8,229.9	$	7,840.3	$	7,781.9	$	369.0	$	385.1	$	420.1	$	8,598.9	$	8,225.4	$	8,202.0

Net sales by geographic area are based on the customer location to which the product is shipped. During the years ended December 31, 2020 and 2018, aggregate sales to the Company’s largest customer, including sales of products to EMS companies that the Company believes are manufacturing products on their behalf, represented approximately 11% and 12%, respectively, of the Company’s net sales. No single customer represented 10% or more of the Company’s net sales for the year ended December 31, 2019. It is impracticable to disclose net sales by product or group of products.

For further discussion related to the Company’s policies surrounding revenue recognition, refer to Note 1 herein.

Note 14—Commitments and Contingencies

The Company has been named as a defendant in several legal actions arising from normal business activities. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to certain of such legal actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector General, 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.

From December 2019 through October 2020, the Company has been named as one of several defendants in four separate lawsuits filed in the State of Indiana. The lawsuits relate to a manufacturing site in Franklin, Indiana (the “Site”) where the Company has been conducting an environmental clean-up effort under the direction of the United States Environmental Protection Agency (the “EPA”). The Site was shut down in 1983, more than three years before the Company acquired the Site as part of a larger acquisition that led to the establishment of the Company’s business in 1987 (the “Acquisition”). In connection with the Acquisition, the Company agreed, and has continued, to work closely with the EPA regarding the ongoing clean-up effort at the Site, subject to an indemnity from the seller (the “Seller”). In 1989, the Company sold the property where the Site is located. The lawsuits collectively seek, among other things, compensation for personal injuries and for past, present and future medical expenses, compensation for loss of property values near the Site and costs related to medical monitoring for individuals living close to the Site, in each case arising from alleged exposure to hazardous chemicals. The Company denies any wrongdoing and is defending each of the above described lawsuits. All the costs incurred relating to these lawsuits are reimbursed by the Seller based on the Seller’s indemnification obligations entered into in connection with the Acquisition (the “1987 Indemnification Agreement”). In addition, the environmental investigation, remediation and monitoring activities undertaken by the Company relating to the Site are reimbursed under the 1987 Indemnification Agreement. As a result, the Company does not believe that the costs associated with these lawsuits or the resolution of the related environmental matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Certain operations of the Company are subject to environmental laws and regulations which govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company also has purchase obligations related to commitments to purchase certain goods and services. At December 31, 2020, the Company had purchase commitments of $424.1 in 2021, $34.6 in 2022 and 2023, combined, and $3.9 beyond 2023.

**Note 15—**Selected Quarterly Financial Data (Unaudited)


	Three Months Ended
	March 31,			June 30,			September 30,			December 31,
2020
Net sales	$	1,862.0		$	1,987.5		$	2,323.4		$	2,426.0
Gross profit		559.8			603.8			734.9			765.6
Operating income		316.9			357.4			475.8			488.4	(4)
Net income		243.2	(1)		260.5	(2)		349.5	(3)		360.2	(4)
Net income attributable to Amphenol Corporation		242.1	(1)		257.7	(2)		346.6	(3)		357.0	(4)

Net income per common share—Basic		0.81	(1)		0.87	(2)		1.16	(3)		1.19	(4)
Net income per common share—Diluted		0.79	(1)		0.85	(2)		1.12	(3)		1.15	(4)

2019
Net sales	$	1,958.5		$	2,015.3		$	2,100.6		$	2,151.0
Gross profit		627.8			647.6			661.9			678.7
Operating income		376.2	(5)		399.5	(6)		413.6			429.8
Net income		269.9	(5)		290.9	(6)		282.3	(7)		320.8	(8)
Net income attributable to Amphenol Corporation		267.5	(5)		288.4	(6)		280.3	(7)		318.7	(8)

Net income per common share—Basic		0.90	(5)		0.97	(6)		0.95	(7)		1.07	(8)
Net income per common share—Diluted		0.87	(5)		0.93	(6)		0.92	(7)		1.03	(8)

(1)

Net income and net income per common share includes excess tax benefits related to stock-based compensation of $5.0 ($0.02 per diluted share) and a discrete tax benefit of $19.9 ($0.06 per diluted share) related to the settlements of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes. These items had the aggregate effect of increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $24.9, $24.9, and $0.08 per share, respectively, for the three months ended March 31, 2020.

(2)	Net income and net income per common share includes excess tax benefits related to stock-based compensation of $12.4. The excess tax benefits had the effect of increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $12.4, $12.4, and $0.04 per share, respectively, for the three months ended June 30, 2020.

(3)	Net income and net income per common share includes excess tax benefits related to stock-based compensation of $10.7. The excess tax benefits had the effect of increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $10.7, $10.7, and $0.03 per share, respectively, for the three months ended September 30, 2020.

(4)

Operating income, net income and net income per common share includes acquisition-related expenses of $11.5 ($10.7 after-tax, or $0.03 per diluted share) primarily comprised of external transaction costs related to acquisitions that were announced or closed. Net income and net income per common share also includes excess tax benefits related to stock-based compensation of $14.8 ($0.05 per diluted share). These items had the aggregate effect of decreasing Operating income by $11.5, while increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $4.1, $4.1, and $0.02 per share, respectively, for the three months ended December 31, 2020.

(5)

Operating income, net income and net income per common share includes acquisition-related expenses of $16.5 ($13.2 after-tax, or $0.04 per diluted share) primarily comprised of amortization related to the value associated with acquired backlog from the SSI acquisition, along with external transaction costs. Net income and net income per common share also includes excess tax benefits related to stock-based compensation of $6.8 ($0.02 per diluted share). These items had the aggregate effect of decreasing Operating income, Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $16.5, $6.4, $6.4, and $0.02 per share, respectively, for the three months ended March 31, 2019.

(6)

Operating income, net income and net income per common share includes acquisition-related expenses of $8.9 ($7.8 after-tax, or $0.03 per diluted share) primarily related to external transaction costs, as well as amortization related to the value associated with acquired backlog from an acquisition closed in the second quarter of 2019. Net income and net income per common share also includes excess tax benefits related to stock-based compensation of $12.9 ($0.04 per diluted share). These items had the aggregate effect of decreasing Operating income by $8.9, while increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $5.1, $5.1, and $0.01 per share, respectively, for the three months ended June 30, 2019.

(7)

Net income and net income per common share includes the excess tax benefits related to stock-based compensation of $1.6 ($0.01 per diluted share) and the refinancing-related costs associated with the early extinguishment of debt of $14.3 ($12.5 after-tax, or $0.04 per diluted share). These items had the aggregate effect of decreasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $10.9, $10.9, and $0.03 per share, respectively, for the three months ended September 30, 2019.

(8)	Net income and net income per common share includes the excess tax benefits related to stock-based compensation of $16.8. The excess tax benefits had the effect of increasing Net income, Net income attributable to Amphenol Corporation, and Net income per common share-Diluted by $16.8, $16.8, and $0.05 per share, respectively, for the three months ended December 31, 2019.

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