Amphenol (APH) 10-K risk factor changes: FY2021 vs FY2020

Investors should carefully consider the risks described below and all other information in this [removed: annual report on Form 10-K.][added: Annual Report.]

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

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

If actions taken by management to limit, monitor or control enterprise risk exposures are not successful, the Company’s [removed: business and consolidated] [added: business, operations,] financial [removed: statements] [added: condition, liquidity and results of operations] could be materially adversely affected.

During [removed: 2020,] [added: 2021,] non-U.S. markets constituted approximately 71% of the Company’s net sales, with China constituting approximately [removed: 30%] [added: 28%] of the Company’s net sales.

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

[removed: Changes] [added: The Company is exposed to political, economic, military and other risks related to operating] in [added: countries outside the United States, and changes in] general economic conditions, geopolitical conditions, U.S. trade policies and other factors beyond the Company’s control may adversely impact our business and operating results.

In [removed: recent years,] [added: addition to the new laws outlined above, during the last few years] there have [added: also] been significant changes to U.S. trade policies, legislation, treaties and tariffs, [removed: in particular] [added: including, but not limited to,] trade policies and tariffs affecting China.

The imposition of additional tariffs or other trade barriers could increase our costs in certain markets, and may cause our [added: customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets.]

[removed: In addition, other] [added: Other] countries [added: where we operate or sell our products] have [removed: changed] [added: changed,] and may continue to [removed: change] [added: change,] their own policies on trade as well as business and foreign investment in their respective countries.

[removed: Market volatility and currency exchange rate fluctuations] [added: Any of these outcomes] could have a material adverse effect on our business, [added: operations,] financial condition, [added: liquidity, and] results of [removed: operations or cash flows.][added: operations.]

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

In addition to [removed: changes in U.S. trade policy,] [added: the risks noted above,] a number of other [added: legal,] economic and geopolitical factors both in the United States and abroad could have a material adverse effect on the Company’s business, [added: operations,] financial condition, [added: liquidity and/or] results of [removed: operations or cash flows,] [added: operations,] such as:

| | ● | postponement of [added: customer] spending, in response to tighter credit, financial market volatility and other [added: global economic] factors; |

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

| | ● | changes in assumptions, such as discount rates, along with lower than expected investment returns and performance related to the Company’s benefit plans; [added: and] |

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

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

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

The COVID-19 pandemic [removed: has] caused widespread disruptions to our Company [removed: throughout most of 2020, particularly] during the first half of [added: 2020, and to a lesser extent, those disruptions continued during] the [removed: year.][added: second half of 2020 and throughout all of 2021.]

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

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, [added: the impact of the recent resurgence of the crisis due to the Omicron variant, as well as any additional] future [added: resurgences from known or new variants, future] government regulations and actions in response to the crisis, the timing, [removed: availability and] [added: availability,] effectiveness [removed: of vaccines, some] [added: and adoption rates] of [removed: which have recently been approved] [added: vaccines] and [removed: distributed for use,] [added: treatments,] and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

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

In addition, the COVID-19 pandemic [removed: increases] [added: has and continues to increase] the likelihood and potential severity of other risks [removed: (including some] [added: (some] discussed separately within this Item 1A.

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

As a result of the above activities, we are exposed to the risk of violating [added: U.S. and foreign] anti-corruption laws.

The Company conducts business in many foreign currencies through its worldwide operations, and as a result is subject to foreign exchange exposure due to changes in exchange rates of the various [removed: currencies] [added: currencies,] including possible [added: foreign] currency [added: restrictions and/or] devaluations.

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

The Company uses basic materials like aluminum, steel, copper, titanium, metal alloys, gold, silver, palladium and plastic resins in its manufacturing processes as well as a variety of components and relies on [removed: third party] [added: third-party] suppliers to secure these [removed: materials.][added: materials and components.]

Approximately [removed: 46%] [added: 42%] of the Company’s [removed: 2020] [added: 2021] net sales came from sales to the communications industry, including information technology and data communication, wireless communications and broadband communications, with [removed: 15%] [added: 12%] of the Company’s [removed: 2020] [added: 2021] net sales coming from sales to the mobile devices market.

Demand for these products is subject [removed: to rapid technological change.]

[removed: These] [added: In addition, these] markets are dominated by several large manufacturers and operators who regularly exert significant pressure on their suppliers, including the Company.

Furthermore, [removed: there has been] a trend [removed: on the part of] [added: among] customers [added: has been] to consolidate their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining competitive prices.

Approximately 4% and [removed: 6%] [added: 5%] of the Company’s [removed: 2020] [added: 2021] net sales came from sales to the broadband communications and mobile networks markets, respectively.

The amount of this capital spending and, therefore, the Company’s sales and profitability [removed: will] [added: could] be affected by a variety of factors, including general economic conditions, consolidation within the communications industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and regulation of operators.

Approximately [removed: 12%] [added: 11%] of the Company’s [removed: 2020] [added: 2021] net sales came from sales to the military market.

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

The Company encounters competition in substantially all areas of [removed: its] [added: our] business.

The Company has completed a number of acquisitions in recent years, including [removed: nine in 2019 and two] [added: seven] in [removed: 2020.][added: 2021.]

From time to time, the Company experiences difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, and acquisitions do not always perform [removed: as] [added: and deliver the financial benefits] expected.

The Company’s business, operations, financial condition, liquidity, results of operations and stock price can be negatively affected by many risk factors.

The Company’s past financial performance, including historical trends, should not be considered a reliable indicator of future performance.

In recent years, the U.S. government has enacted new laws and taken actions that directly affect our business in China.

For example, during the last few years, the U.S. Department of Commerce has added a number of Chinese-based companies to its “Entity List”, including existing customers of the Company.

More recently, the U.S. government enacted the _Uyghur Forced Labor Prevention Act_, which bars the importation into the United States of products made from forced labor in the Xinjiang region of China.

The Chinese government could also enact laws and take actions that affect our business in China.

We cannot predict what additional laws or actions may be taken by the U.S. or Chinese governments, but any such actions could have a material adverse effect on our business.

These changes have, in certain cases, increased our costs of doing business.

| | ● | changes in exchange control regulations, including any government actions that prohibit, limit or increase the cost of paying a dividend or otherwise moving cash between the Company’s subsidiaries located in different countries; |

As of December 31, 2021, we continue to experience some disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron variant, we expect those disruptions to continue into 2022 and potentially beyond.

During 2021 and into 2022, there have been resurgences in COVID-19 cases in several regions around the world, particularly related to new variant strains, including Delta and Omicron.

Given these uncertainties, we expect the pandemic to continue to have an impact on our business, operations, financial condition, liquidity and results of operations in 2022 and potentially beyond.

| | ● | Increased consumer demand, product shortages and supply chain and logistics challenges have caused, and may continue to result in, significant inflationary pressures that have and may continue to increase the Company’s costs of doing business. |

| | ● | Our efforts to comply with any legally required vaccine mandates amongst some or all of our employees, could lead to increased labor attrition, along with potential difficulties in attracting and recruiting personnel, which could have a negative impact on our business and operations. In addition, employees in certain geographies could choose to take legal action against the Company if we institute vaccine mandates. |

| | ● | Travel restrictions to certain countries, especially China, have limited our executive management’s ability to visit certain operations during the last two years and such restrictions could remain in place for all of 2022 and beyond. |

The Company and certain of its suppliers and customers are experiencing difficulties obtaining certain raw materials and components, and the cost of most of the Company’s raw materials and components is increasing.

The COVID-19 pandemic initially disrupted the supply of such raw materials and components, primarily in the first half of 2020.

However, more recently, in 2021 and the first quarter of 2022, we, along with many of our suppliers and customers, have experienced widespread supply chain disruptions that have resulted in significant cost increases across certain raw materials and components as well as some supply shortages, that collectively have had an adverse impact on our business and operating results.

For example, the recent market shortage of semiconductors has caused disruptions, from both a supply and pricing standpoint, in some of the markets we serve, in particular, the automotive market.

Recent inflationary pressures have been exacerbated by the lower availability of, and increased prices for, freight and logistics, including air, sea and ground freight.

While the Company has taken and continues to take measures to procure and obtain sufficient quantities of raw materials and components at acceptable prices from our suppliers, there can be no assurance that the Company will be able to continue to do so.

Accordingly, any future delays, disruptions, and supply and pricing risks, such as the ongoing supply chain challenges and disruptions that we expect to continue during 2022, could affect our ability to meet customer demand for our products, which could have an adverse effect on our business, results of operations and financial condition.

The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs, as well as pandemics and epidemics (such as, but not limited to, the COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition.

*​*

The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused by climate change and global warming.

From time to time, extreme weather conditions and natural disasters have negatively impacted and may continue to negatively impact our operations, as well as the operations of our suppliers, vendors, customers and distributors.

Such extreme weather conditions and natural disasters including, but not limited to, earthquakes, fires, floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, and their consequences and effects have, in the past, temporarily disrupted our business operations both in the United States and abroad.

These events could cause some of the Company’s operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost future business and sales, and/or damage to our property or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.

*​*

The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including as part of our various management teams.

Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our executive and management teams.

Given the current inflationary wage environment and strong demand for skilled labor in many of the countries and regions in which we operate, the ability to identify and attract new talent, as well as retain existing talent, may prove to be difficult.

It is possible that the current labor market could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.

In particular, as a result of the COVID-19 pandemic, many workers around the world have re-assessed their career plans and priorities, which could lead to increased difficulty of the Company in retaining its experienced team members.

to rapid technological change.

​

Globally, there has been an increased volume of cyber threats and ransomware attempts throughout the COVID-19 pandemic.

Ransomware attacks have become easier to execute, and the rise of cryptocurrency has facilitated payments to criminals, making ransomware a more lucrative business.

Cybersecurity events could also result in the loss of or inability to access confidential information and critical business, financial or other data, and/or cause the release of highly sensitive confidential information.

become subject to fines or other sanctions if we are found to have violated such laws or regulations.

Non-U.S. markets form a substantial portion of the Company’s business and as a result, the Company is more exposed to political, economic, military and other risks in countries outside the United States.

As a result, our financial results and our operations, including our ability to manufacture, assemble and test, design, develop or sell products, and the demand for our products, may be adversely affected by a number of global and regional factors outside of our control.

Because the Company has extensive non-U.S. operations as well as significant cash and cash investments held at institutions located outside of the United States, it is exposed to additional risks that could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows, including:

| | ● | instability in political or economic conditions, including but not limited to inflation, recession or slowing growth, changes in tariff and trade barriers and import and export licensing requirements, our ability to hire and maintain qualified staff in these regions, foreign currency exchange restrictions and devaluations, restrictive governmental controls on the movement and repatriation of earnings and capital, and actual or anticipated military or political conflicts, particularly in emerging markets; |

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

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

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

Increasing protectionism and economic nationalism may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in some markets.

Some of these trade policies, including the U.S.’s trading relationship with China, have been renegotiated during this timeframe and are subject to further changes in the future.

Changes to current policies by the U.S. or other governments could affect our business, including potentially through increased import tariffs and other influences on U.S. trade relations with China and other countries.

customers to find alternative sourcing.

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

| | ● | continuing uncertainty regarding the United Kingdom’s recent withdrawal from the European Union, otherwise known as “Brexit”. |

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

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

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

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

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

The FCPA prohibits U.S. companies and their officers, directors, employees and agents acting on their behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.

The FCPA also requires companies to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls.

margins and equity.

The Company has at times experienced difficulties in obtaining a consistent supply of materials at stable pricing levels.

Volatility in the prices of such materials and availability of supply may have a substantial impact on the price the Company pays for such materials.

Consequently, our results of operations and financial condition may be adversely affected.

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

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

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

The Company is dependent on the acceptance of new product introductions for continued revenue growth.

The Company estimates that products introduced in the last two years accounted for approximately 25% of 2020 net sales.

The Company’s long-term results of operations depend substantially upon its ability to continue to conceive, design, manufacture and market new products and upon continuing market acceptance of its existing and future product lines.

In the ordinary course of business, the Company continually develops or creates new product line concepts.

If the Company fails, or is significantly delayed, in introducing new product line concepts or if the Company’s new products are not met with market acceptance, its business, financial condition and results of operations may be adversely affected.

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

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

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

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

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

In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced 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 following discussion and analysis of the results of operations and financial condition for the [removed: three] years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] has been derived from and should be read in conjunction with the Consolidated Financial Statements and [added: the] accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, [removed: herein.][added: herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).]

The Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States [added: of America] (“U.S. [removed: GAAP”).][added: GAAP” or “GAAP”).]

For purposes of the following discussion, the terms “constant currencies” and “organically” have the same [removed: meanings,] [added: meaning,] respectively, as these aforementioned non-GAAP financial measures.

In addition to historical information, the following discussion and analysis also contains certain forward-looking statements that are subject to risks and uncertainties, including but not limited to the risk factors described in Part I, Item 1A herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form [removed: 10-K.][added: 10-K (“Annual Report”).]

Amphenol [removed: 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.

[removed: The] [added: Through December 31, 2021, the] Company [removed: operates] [added: operated] through two reporting segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions.

In [removed: 2020,] [added: 2021,] approximately 71% of the Company’s sales were outside the United States.

The Company’s products are used in a wide variety of applications by [removed: numerous] [added: a wide array of] customers around the world.

[removed: There has been a] [added: A] trend [removed: on the part of] [added: among] customers [added: has been] to consolidate their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining competitive prices.

The Company’s strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide [removed: basis] [added: basis,] while maintaining continuing programs of productivity improvement and cost control.

The Company focuses its research and development efforts through close collaboration with its customers to develop [removed: highly-engineered] [added: highly engineered] products that meet customer needs and have the potential for broad market applications and significant sales within a one- to three-year period.

| | ● | Pursue broad [added: market] diversification; |

| | ● | Develop [removed: high technology] [added: high-technology] performance-enhancing [removed: interconnect] solutions; |

In [removed: 2020,] [added: 2021,] the Company reported net sales, operating income and net income [added: from continuing operations] attributable to Amphenol Corporation of [removed: $8,598.9, $1,638.4] [added: $10,876.3, $2,105.1] and [removed: $1,203.4,] [added: $1,569.4,] respectively, representing an increase of [removed: 5%, 1%] [added: 26%, 28%] and [removed: 4%,] [added: 30%,] respectively, from [removed: 2019.][added: 2020.]

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

Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income [added: from continuing operations] attributable to Amphenol Corporation, as defined in the “Non-GAAP Financial Measures” section below and reconciled [removed: in] [added: within this] Part II, Item [removed: 7 herein, was unchanged] [added: 7, increased by 32% and 34%, respectively,] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

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

In [removed: 2020,] [added: 2021,] the Company generated Operating Cash Flow of [removed: $1,592.0] [added: $1,523.9] and Free Cash Flow of [removed: $1,327.9.][added: $1,167.2.]

Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item [removed: 7 herein.][added: 7.]

Impact of [removed: Coronavirus (“COVID-19”)] [added: COVID-19] on our [added: Business,] Operations, Financial Condition, Liquidity and Results of Operations

The COVID-19 pandemic [removed: has] caused widespread disruptions to our Company during [removed: 2020, particularly during] the first half of [added: 2020, and to a lesser extent, those disruptions continued during] the [removed: year.][added: second half of 2020 and throughout all of 2021.]

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

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, [added: the impact of the recent resurgence of the crisis due to the Omicron variant, as well as any additional] future [added: resurgences from known or new variants, future] government regulations and actions in response to the crisis, the timing, [removed: availability and] [added: availability,] effectiveness [removed: of vaccines, some] [added: and adoption rates] of [removed: which have recently been approved] [added: vaccines] and [removed: distributed for use,] [added: treatments,] and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

[removed: However, there] [added: There] can be no assurance that the COVID-19 pandemic will not have a material and adverse [removed: impact] [added: effect] on our [added: business,] operations, financial condition, liquidity and results of [removed: operations.][added: operations in the future.]

| ​ | | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ |

| Cost of sales | | [removed: 69.0] [added: 68.7] | ​ | ​ | [removed: 68.2] [added: 69.0] | ​ | ​ | [removed: 67.6] [added: 68.2] | ​ | ​ |

| Acquisition-related expenses | | [removed: 0.1] [added: 0.6] | ​ | ​ | [removed: 0.3] [added: 0.1] | ​ | ​ | [removed: 0.1] [added: 0.3] | ​ | ​ |

| Selling, general and administrative expenses | | [removed: 11.8] [added: 11.3] | ​ | ​ | 11.8 | ​ | ​ | [removed: 11.7] [added: 11.8] | ​ | ​ |

| Operating income | | [removed: 19.1] [added: 19.4] | ​ | ​ | [removed: 19.7] [added: 19.1] | ​ | ​ | [removed: 20.6] [added: 19.7] | ​ | ​ |

| Interest expense | | [removed: (1.3)] [added: (1.1)] | ​ | ​ | [removed: (1.4)] [added: (1.3)] | ​ | ​ | [removed: (1.2)] [added: (1.4)] | ​ | ​ |

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

| Other [added: (expense)] income, net | | — | ​ | ​ | [removed: 0.1] [added: —] | ​ | ​ | [removed: —] [added: 0.1] | ​ | ​ |

| Income [added: from continuing operations] before income taxes | | [removed: 17.8] [added: 18.3] | ​ | ​ | [removed: 18.2] [added: 17.8] | ​ | ​ | [removed: 19.4] [added: 18.2] | ​ | ​ |

| Provision for income taxes | | [removed: (3.7)] [added: (3.8)] | ​ | ​ | [removed: (4.1)] [added: (3.7)] | ​ | ​ | [removed: (4.5)] [added: (4.1)] | ​ | ​ |

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

| Net income attributable to Amphenol Corporation | | [removed: 14.0] [added: 14.6] | % | ​ | 14.0 | % | ​ | [removed: 14.7] [added: 14.0] | % | ​ |

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

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

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

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

Any references to the Company’s results in this Item 7 are specifically to our continuing operations only and exclude discontinued operations, unless otherwise noted.

The additional shares were distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5, 2021.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

All current and prior year data impacted by the stock split and presented in this Item 7 and throughout this Annual Report, including number of shares and per share information, earnings per share, and dividends per share amounts, among others, have been retroactively adjusted to reflect the effect of the stock split.

Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments: _(i)_ _Harsh Environment Solutions_, _(ii)_ _Communications Solutions_ and _(iii)_ _Interconnect and Sensor Systems_.

This new alignment replaces our historic reportable business segments.

All businesses previously reported in the Interconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments.

All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our newly formed Communications Solutions segment.

This new alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.

The Company will begin reporting its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2022, including the recasting of relevant prior year period segment information for conformity of presentation.

For further details related to the Company’s change in its reportable business segments effective January 1, 2022, refer to Note 16 of the Notes to Consolidated Financial Statements herein.

In 2021, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $63.4 related to stock-based compensation resulting from stock option exercises and (b) a discrete tax benefit of $14.9 related to the settlement of uncertain tax positions in certain non-U.S. jurisdictions, partially offset by (c) acquisition-related expenses of $70.4 ($57.3 after-tax) comprised primarily of transaction, severance, restructuring and certain non-cash purchase accounting costs related to the acquisition of MTS Systems Corporation (“MTS”) in the second quarter of 2021 and external transaction costs and certain non-cash purchase accounting costs related to the acquisition of Halo Technology Limited (“Halo”) in the fourth quarter of 2021.

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

As of December 31, 2021, we continue to experience some disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron variant, we expect those disruptions to continue into 2022 and potentially beyond.

During 2021 and into 2022, there have been resurgences in COVID-19 cases in several regions around the world, particularly related to new variant strains, including Delta and Omicron.

Given these uncertainties, we expect the pandemic to continue to have an impact on our business, operations, financial condition, liquidity and results of operations in 2022 and potentially beyond.

| Net income from continuing operations | | 14.5 | ​ | ​ | 14.1 | ​ | ​ | 14.1 | ​ | ​ |

| Net income from continuing operations attributable to Amphenol Corporation | ​ | 14.4 | ​ | ​ | 14.0 | ​ | ​ | 14.0 | ​ | ​ |

| Income from discontinued operations attributable to Amphenol Corporation | | 0.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ |

2021 Compared to 2020

The increase in net sales in 2021 was driven by growth in several markets in the Interconnect Products and Assemblies segment, as described below.

The sales growth in 2021 was driven by strong growth across nearly all end markets, including the industrial, automotive, information technology and data communications, military and mobile networks markets, along with moderate growth in the mobile devices

market and contributions from the Company’s acquisition program.

This sales growth was partially offset by a decline in the commercial aerospace market, which continued to be negatively impacted by the significant impact of the COVID-19 pandemic on travel and aircraft production.

The strong sales growth in 2021 in the Interconnect Products and Assemblies segment also reflected a recovery in certain markets from the more negative impact resulting from the COVID-19 pandemic during 2020.

Net sales to the industrial market increased (approximately $864.6), with broad-based growth across nearly all market segments of the global industrial market, with particular strength in heavy equipment, factory automation, industrial instrumentation, battery and heavy electric vehicle, alternative energy, rail mass transit, and transportation, along with contributions from acquisitions.

Net sales to the automotive market increased (approximately $683.4), reflecting the continued recovery and growth in most regions of the global automotive market, as well as the Company’s expanded position in next-generation electronics, including in particular electric and hybrid drive trains.

Net sales to the military market increased (approximately $135.8), driven by strength across nearly all segments of the military market, including missile, military communications and naval and space-related applications, along with a recovery from the impact of pandemic-related production disruptions experienced during the first half of 2020, as well as contributions from acquisitions.

Net sales to the mobile networks market increased (approximately $60.5), driven by a recovery in demand from mobile networks equipment manufacturers and mobile operators, which was primarily driven by increased demand for products used in 5G network build-outs and contributions from acquisitions, offset in part by reductions of sales to certain customers in China that were added to the U.S. Department of Commerce’s “Entity List”.

Net sales to the commercial aerospace market decreased (approximately $26.6) primarily due to the continued significant impact of the COVID-19 pandemic on travel and aircraft production.

The increase in net sales in the Cable Products and Solutions segment was primarily driven by increased market demand from broadband operators and mobile network service providers, as well as the contribution from one acquisition in this segment that closed during the first quarter of 2021.

| Net sales by: | | 2021 | | | 2020 | | | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

| Segment: | | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Consolidated | ​ | $ | 10,876.3 | ​ | $ | 8,598.9 | ​ | 26 | % | ​ | 2 | % | ​ | 25 | % | ​ | 6 | % | ​ | 18 | % | ​ |

| Geography (6): | | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| United States | ​ | $ | 3,155.9 | | $ | 2,494.0 | ​ | 27 | % | ​ | — | % | ​ | 26 | % | ​ | 9 | % | ​ | 17 | % | ​ |

| Foreign | ​ | | 7,720.4 | ​ | | 6,104.9 | ​ | 26 | % | ​ | 2 | % | ​ | 24 | % | ​ | 5 | % | ​ | 19 | % | ​ |

| Consolidated | ​ | $ | 10,876.3 | ​ | $ | 8,598.9 | ​ | 26 | % | ​ | 2 | % | ​ | 25 | % | ​ | 6 | % | ​ | 18 | % | ​ |

| (1) | Percentages in this table were calculated using actual, unrounded results; therefore, the sum of the components may not add due to rounding. |

| (6) | Net sales by geographic area are based on the customer location to which the product is shipped. |

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

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

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

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

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

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

| Net income | | 14.1 | ​ | ​ | 14.1 | ​ | ​ | 14.9 | ​ | ​ |

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

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

Geographically, net sales in the United States in 2020 decreased approximately 1% in U.S. dollars ($2,494.0 in 2020 versus $2,524.7 in 2019) and 5% organically, compared to 2019.

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

​

2019 Compared to 2018

The sales growth was driven by strong growth in the military and commercial aerospace markets as well as contributions from the Company’s acquisition program.

This sales growth was largely offset by reductions in the communications-related markets, in particular the mobile devices market, along with the negative effect of currency translation.

Net sales to the military market increased (approximately $181.0), driven by broad-based strength across essentially all segments including military vehicle, rotorcraft, and military airframe applications.

Net sales to the commercial aerospace market increased (approximately $48.7) primarily due to strength in large passenger planes.

Net sales to the industrial market increased (approximately $66.1), primarily driven by contributions from acquisitions, as well as strength in medical and factory automation applications, which were partially offset by moderations in industrial instrumentation, heavy equipment and transportation, as well as other applications.

Net sales to the automotive market increased (approximately $38.0), driven primarily by contributions from acquisitions, which were partially offset by moderations in demand due to the slowing of the worldwide automotive market.

Net sales to the mobile networks market decreased (approximately $10.2), due to reduced demand from both mobile networks equipment manufacturers and mobile operators, offset in part by contributions from acquisitions.

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

| ​ | | 2019 | | | 2018 | | ​ | (GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ | (non-GAAP) | | ​ |

Geographically, net sales in the United States in 2019 increased approximately 13% in U.S. dollars ($2,524.7 in 2019 versus $2,241.4 in 2018) and 4% organically, compared to 2018.

Foreign sales in 2019 decreased approximately 4% in U.S. dollars ($5,700.7 in 2019 versus $5,960.6 in 2018), 2% in constant currencies and 6% organically, compared to 2018, driven by moderations in Asia.

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

Administrative expenses were flat in 2019 compared to 2018, and represented approximately 4.7% of net sales in both years.

Selling and marketing expenses were flat in 2019 compared to 2018, and represented approximately 4.3% of net sales in both years.

Operating income was $1,619.2 or 19.7% of net sales in 2019, compared to $1,686.9 or 20.6% of net sales in 2018.

Operating income for 2018 included acquisition-related expenses of $8.5, related to external transaction costs.

The slight decrease in operating margin for the Interconnect Products and Assemblies segment for 2019 compared to 2018 was primarily driven by normal downside conversion related to the organic decline in sales as well as the impact of recent acquisitions which currently have, on average, a lower operating margin than the average of the Interconnect Products and Assemblies segment.

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

Interest expense was $117.6 in 2019 compared to $101.7 in 2018.

The increase is primarily due to higher average debt levels and the higher average interest rate associated with the 4.350% U.S. Senior Notes issuance in January 2019 (the net proceeds of which, along with commercial paper borrowings, were used to repay the Company’s 2.55% U.S. Senior Notes also in January 2019).

Loss on early extinguishment of debt was $14.3 in 2019, which related to refinancing-related costs, specifically premiums and fees incurred associated with the early extinguishment of the Tendered Notes as a result of the tender offers in September 2019.

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

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

| Reported (GAAP) | ​ | $ | 1,619.2 | | 19.7 | % | $ | 1,155.0 | ​ | 22.2 | % | $ | 3.75 | ​ | $ | 1,686.9 | | 20.6 | % | $ | 1,205.0 | ​ | 23.4 | % | $ | 3.85 |

| Acquisition-related expenses | ​ | ​ | 25.4 | ​ | 0.3 | ​ | ​ | 21.0 | ​ | (0.1) | ​ | ​ | 0.07 | ​ | ​ | 8.5 | ​ | 0.1 | ​ | ​ | 7.2 | ​ | \- | ​ | ​ | 0.02 |

| Loss on early extinguishment of debt | ​ | ​ | \- | ​ | \- | ​ | ​ | 12.5 | ​ | (0.1) | ​ | ​ | 0.04 | ​ | ​ | \- | ​ | \- | ​ | ​ | \- | ​ | \- | ​ | ​ | \- |

| Excess tax benefits related to stock-based compensation | ​ | ​ | \- | ​ | \- | ​ | ​ | (38.1) | ​ | 2.5 | ​ | ​ | (0.12) | ​ | ​ | \- | ​ | \- | ​ | ​ | (19.8) | ​ | 1.2 | ​ | ​ | (0.06) |

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

In October 2018, [added: (i)] the Euro Issuer issued €500.0 (approximately $574.6) principal amount of unsecured 2.000% senior notes (“2028 Euro Notes” and collectively with the 2026 Euro Notes, the “Euro Notes”) due October 8, [removed: 2028.][added: 2028 and (ii) the Company and the Euro Issuer entered into a euro-commercial paper program (the “Euro Commercial Paper Program” and collectively with the U.S. Commercial Paper Program, “Commercial Paper Programs”).]

While the Euro Notes are denominated in Euros, [removed: any borrowings] [added: the Company may borrow, from time to time,] under the [removed: Company’s] [added: Revolving Credit Facility and] Euro Commercial Paper [removed: Program] [added: Program,] and [removed: Revolving Credit Facility] [added: such borrowings have been and] may [added: continue to] be denominated in various foreign currencies, including the Euro.

When borrowing in foreign currencies, there can be no assurance that the Company can successfully manage [removed: these] changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies [removed: for] [added: in] which such borrowings are made.

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

As of December 31, [removed: 2020,] [added: 2021,] the fair value of such [added: foreign exchange forward] contracts was not material.

A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

As of December 31, [removed: 2020,] [added: 2021,] the Company does not have any significant concentration of exposure with any one counterparty.

The Company currently has various fixed rate series of senior notes outstanding over various maturity dates, [removed: two] [added: one] of which [removed: were] [added: was] issued in [added: 2021 and two in] 2020.

In February 2020, the Company issued $400.0 principal amount of unsecured 2.050% Senior Notes due March 1, 2025, the net proceeds of which were [removed: used] [added: used, together with cash on hand,] to repay the $400.0 [added: outstanding] principal amount of 2.20% Senior Notes due April 1, 2020 upon maturity.

In May 2020, the Euro Issuer issued the unsecured [removed: 0.750%] 2026 Euro Notes, the net proceeds of which were used to repay amounts outstanding under [removed: our Revolving Credit Facility.][added: the then existing revolving credit facility.]

As of December 31, [added: 2021 and] 2020, there were no outstanding borrowings under the Revolving Credit Facility and [added: Euro] Commercial Paper [removed: Programs, and therefore, the amount of outstanding borrowings subject to floating interest rates was not material.][added: Program.]

As of December 31, [removed: 2019,] [added: 2021,] approximately [removed: $400,] [added: $804,] or [removed: 11%] [added: 17%,] of the Company’s outstanding borrowings, [removed: which related] primarily [removed: to] [added: under] the [removed: Company’s] [added: U.S.] Commercial Paper [removed: Programs,] [added: Program,] were subject to floating interest rates; the Company’s [added: weighted] average floating rate on borrowings under the U.S. Commercial Paper Program [removed: and Euro Commercial Paper Program] as of December 31, [removed: 2019] [added: 2021] was [removed: 1.85% and (0.13)%, respectively.][added: 0.29%.]

A 10% change in the interest rate at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] under our Revolving Credit Facility or Commercial Paper Programs would not have a material effect on interest expense.

The Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2021,] [added: 2022,] although there can be no assurances that interest rates will not change significantly.

In September 2021, the Company issued $750.0 principal amount of unsecured 2.200% Senior Notes due September 15, 2031, the net proceeds of which were used to repay certain outstanding borrowings under the U.S. Commercial Paper Program.

Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies based on the Company’s debt rating over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”).

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

As of December 31, 2020, there were no outstanding borrowings under the U.S. Commercial Paper Program.

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

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

Amphenol Corporation [removed: (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 estimates, based on reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately [removed: $180] [added: $215] billion in [removed: 2020.][added: 2021.]

Certain predecessor businesses of the Company were founded in [removed: 1932] [added: 1932,] and the Company was incorporated under the laws of the State of Delaware in 1986.

The Company’s Class A Common Stock [added: (“Common Stock”)] began trading on the New York Stock Exchange in 1991.

The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide [removed: basis] [added: basis,] while maintaining continuing programs of productivity improvement and cost control.

[removed: The] [added: Through December 31, 2021, the] Company [removed: operates] [added: operated] through two reporting segments: (i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions.

The Interconnect Products and Assemblies segment primarily [removed: designs, manufactures] [added: designed, manufactured] and [removed: markets] [added: marketed] a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets.

Interconnect products include [removed: connectors, which] [added: connectors which,] when attached to an electrical, electronic or fiber optic cable, a printed circuit board or other device, facilitate transmission of power or signals.

The Cable Products and Solutions segment primarily [removed: designs, manufactures] [added: designed, manufactured] and [removed: markets] [added: marketed] cable, value-add products and components for use primarily in the broadband communications and information technology [removed: markets] [added: markets,] as well as certain applications in other markets.

The table below provides a summary of our reporting [removed: segments,] [added: segments as of December 31, 2021,] the [removed: 2020] [added: 2021] net sales contribution of each segment, the primary [removed: industry and] end markets that we [removed: service] [added: serviced] and our key [removed: products:][added: products in each segment:]

| % of [removed: 2020] [added: 2021] Net Sales: | ​ | 96% | ​ | 4% |

Information regarding the Company’s operations and assets by reporting segment, as well as the Company’s net sales and long-lived assets by geographic area, appears in Note [removed: 13] [added: 14] of the Notes to Consolidated Financial Statements.

[removed: Coronavirus (“COVID-19”)] [added: COVID-19] Pandemic

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

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

The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as the length and severity of the crisis, [added: the impact of the recent resurgence of the crisis due to the Omicron variant, as well as any additional] future [added: resurgences from known or new variants, future] government regulations and actions in response to the crisis, the timing, [removed: availability and] [added: availability,] effectiveness [removed: of vaccines, some] [added: and adoption rates] of [removed: which have recently been approved] [added: vaccines] and [removed: distributed for use,] [added: treatments,] and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.

Given these uncertainties, we expect the pandemic to continue to have an impact on our [added: business,] operations, financial condition, liquidity and results of operations [removed: through at least the first half of 2021 and it could, potentially, extend for the full year] [added: in 2022] and [added: potentially] beyond.

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

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

The Company’s overall strategy is to provide its customers with comprehensive design capabilities, a broad selection of products and a high level of service on a worldwide [removed: basis] [added: basis,] while maintaining continuing programs of productivity improvement and cost control.

| | ● | _Pursue broad [added: market] diversification_ - The Company constantly [removed: drives] [added: strives] to increase the diversity of its markets, customers, applications and products. Due to the tremendous variety of opportunities in the electronics industry, management believes that it is important to ensure participation wherever significant growth opportunities are available. This diversification positions us to proliferate our technologies across the broadest array of opportunities and reduces our exposure to any particular market, thereby reducing the variability of our financial performance. An overview of the Company’s market and product participation is described under “Markets”. |

| | ● | _Develop [removed: high technology] [added: high-technology] performance-enhancing [removed: interconnect] solutions_ - The Company seeks to expand the scope and number of its preferred supplier [removed: relationships.] [added: relationships with customers across its diverse end markets.] The Company works closely with its customers at the design stage to create and manufacture innovative solutions. These products generally have higher value-added content than other [removed: interconnect products] [added: interconnect, antenna] and [added: sensor products, and] have been developed across the Company’s markets. The Company is focused on technology leadership in the interconnect areas of radio frequency, power, harsh environment, high-speed and fiber optics, as well as [added: antennas and] sensors, as it views these technology areas to be of particular importance to our global customer base. |

| | ● | _Expand global presence_ - The Company [removed: intends to further expand] [added: is continually expanding] its global manufacturing, engineering, sales and service operations to better serve its existing customer base, penetrate developing markets and establish new customer relationships. As the Company’s global customers [removed: expand] [added: have grown] their international operations to access developing world markets and lower manufacturing costs in certain regions, the Company is continuing to expand its international footprint in order to provide real-time capabilities to these customers. The majority of the Company’s international operations have broad [removed: capabilities] [added: capabilities,] including new product development. The Company is also able to take advantage of the lower manufacturing costs in some regions, and has established low-cost manufacturing and assembly facilities [removed: in] [added: around] the [removed: Americas, Europe/Africa and Asia.] [added: world.] |

| | [removed: ●] | [removed: _Control costs_ - The Company recognizes the importance in today’s global marketplace of maintaining a competitive cost structure. Innovation, product quality and performance and comprehensive customer service] are not mutually exclusive with controlling costs. Controlling costs is part of a mindset. It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, dealing with suppliers and vendors in a fair but prudent way to ensure a [added: reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own. This mindset was particularly important in 2021, as inflationary pressures and supply chain challenges accelerated.] |

| | ● | _Pursue strategic acquisitions and investments_ - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions. Accordingly, we continue to pursue acquisitions of high potential companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence. Furthermore, we seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In [removed: 2020,] [added: 2021,] the Company invested approximately [removed: $50 million] [added: $1.5 billion (net of the proceeds received from the divestiture of MTS Systems Corporation’s (“MTS”) Test & Simulation business in December 2021)] to fund [removed: two] [added: seven acquisitions, including the] acquisitions [added: of MTS’s Sensors business in April 2021] and [removed: announced a definitive agreement to acquire MTS for $1.7 billion, while] [added: Halo Technology Limited (“Halo”)] in [removed: 2019,] [added: December 2021. In 2020,] the Company invested approximately [removed: $937] [added: $50] million to fund [removed: nine] [added: two] acquisitions. Our acquisitions in [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] have strengthened our customer base and product offerings in many of our end markets. |

| | ● | _Foster collaborative, entrepreneurial management_ - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure. Each general manager is incented to grow and develop his or her business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to customer needs. In addition, Amphenol’s general managers have access to the resources of the larger organization and are encouraged to work collaboratively with their peers throughout the Company to meet the needs of the expanding marketplace and to achieve common goals. [added: As the Company has grown, we have preserved this unique culture of entrepreneurship by ensuring that our executive organization can effectively drive the performance of and collaboration among our global general managers. The alignment of the Company’s businesses into three newly formed Divisions, which will represent the newly formed reportable segments effective January 1, 2022, is another step in enhancing the scalability of the Company’s entrepreneurial organization.] |

Sales into the automotive market represented approximately [removed: 17%] [added: 20%] of the Company’s net sales in [removed: 2020] [added: 2021,] with sales into the following primary end applications:

_Broadband Communications_ - Amphenol is a world leader in broadband communication products for cable, satellite and [removed: telco] [added: telecommunications-based] video and data networks, with industry-leading engineering, design and manufacturing expertise.

The Company offers a wide range of products to service the broadband market, [removed: from] [added: including] customer premises [removed: cable] and [removed: interconnect devices to] distribution [removed: cable] [added: cable, connectors] and [added: value-add interconnect products, passive components, active and passive] fiber optic [added: interconnect] components, as well as interconnect products integrated into headend equipment.

Sales into the broadband communications market represented approximately 4% of the Company’s net sales in [removed: 2020] [added: 2021,] with sales into the following primary end applications:

| | ● | cable, satellite and [removed: telco] [added: telecommunications] networks |

| | ● | [removed: set top] [added: set-top] boxes |

In addition to connector and interconnect assembly products, the Company also provides rigid and flexible printed [removed: circuits as well as] [added: circuits,] high-technology cable management [removed: products.][added: products as well as sensors.]

Our products are specifically designed to operate in the harsh environments of commercial [removed: aerospace] [added: aerospace,] while also providing substantial weight reduction, simplified installation [removed: and] [added: and/or] minimal maintenance.

Sales into the commercial aerospace market represented approximately [removed: 3%] [added: 2%] of the Company’s net sales in [removed: 2020] [added: 2021,] with sales into the following primary end applications:

In particular, our innovative solutions facilitate the increasing demands of embedded [removed: computing and] [added: computing,] power [removed: distribution.][added: distribution and electrification within industrial applications.]

Sales into the industrial market represented approximately [removed: 22%] [added: 25%] of the Company’s net sales in [removed: 2020] [added: 2021,] with sales into the following primary end applications:

With our industry-leading high-speed, power and [added: active and passive] fiber optic [added: interconnect] technologies, together with superior simulation and testing capability and cost effectiveness, Amphenol is a market leader in interconnect development for the information technology (“IT”) and datacom market.

Sales into the IT and datacom market represented approximately 21% of the Company’s net sales in [removed: 2020] [added: 2021,] with sales into the following primary end applications:

Such products require superior performance and reliability under conditions of stress and in hostile environments such as vibration, pressure, humidity, [removed: nuclear] radiation and rapid and severe temperature changes.

_New Reportable Business Segments effective January 1, 2022_

*​*

Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments: _(i)_ _Harsh Environment Solutions_, _(ii)_ _Communications Solutions_ and _(iii)_ _Interconnect and Sensor Systems_.

This new alignment replaces our historic reportable business segments.

All businesses previously reported in the Interconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments.

All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our newly formed Communications Solutions segment.

This new alignment reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of

Amphenol’s business for the future.

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

●_Harsh Environment Solutions_ – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products.

●_Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, together with antennas.

●_Interconnect and Sensor Systems_ – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems.

The following table provides a summary of the end markets that we service and our key products within each of the three new reportable business segments:

| Reporting Segment | | Harsh Environment Solutions | | Communications Solutions | | Interconnect and Sensor Systems |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| End Markets | ​ | ● Automotive ● Commercial Aerospace ● Industrial ● Information Technology and Data Communications ● Military ● Mobile Networks | ​ | ● Automotive ● Broadband Communications ● Commercial Aerospace ● Industrial ● Information Technology and Data Communications ● Military ● Mobile Devices ● Mobile Networks | ​ | ● Automotive ● Commercial Aerospace ● Industrial ● Information Technology and Data Communications ● Military ● Mobile Networks |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

In conjunction with the new alignment of our business, the Company appointed three new segment managers to lead their respective reportable business segments, each reporting directly to the Company’s Chief Executive Officer.

The Company will begin reporting its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2022, including the recasting of relevant prior year period segment information for conformity of presentation.

For further details related to the Company’s change in its reportable business segments effective in the first quarter of 2022, refer to Note 16 of the Notes to Consolidated Financial Statements, included in Part II, Item 8.

_Financial Statements and Supplementary Data_ of this Annual Report, which is incorporated herein by reference.

The COVID-19 pandemic caused widespread disruptions to our Company during the first half of 2020, and to a lesser extent, those disruptions continued during the second half of 2020 and throughout all of 2021.

As of December 31, 2021, we continue to experience some disruptions, and at a minimum, particularly given the surge of cases resulting from the Omicron variant, we expect those disruptions to continue into 2022 and potentially beyond.

During 2021 and into 2022, there have been resurgences in COVID-19 cases in several regions around the world, particularly related to new variant strains, including Delta and Omicron.

There can be no assurance that the COVID-19 pandemic will not have a material and adverse effect on our business, operations, financial condition, liquidity and results of operations in the future.

| | ● | _Control costs_ - The Company recognizes the importance in today’s global marketplace of maintaining a competitive cost structure. Innovation, product quality and performance and comprehensive customer service |

| | ● | charging stations |

| | ● | passenger connectivity |

Substantially all of the Company’s manufacturing facilities operate under certification to management system standards of globally recognized, industry certification organizations.

Our facilities are primarily certified to quality management systems, primarily ISO9001, but also may include ISO13485, AS9100, and IATF16949.

In addition, approximately half of our facilities are also certified to environmental or occupational health and safety management systems, including ISO14001 and ISO45001.

In particular, during the COVID-19 pandemic, we were generally able to support our customers even if pandemic-related restrictions were adopted in any given country.

From time to time, the Company may encounter difficulties in obtaining certain raw materials or components necessary for production due to supply chain constraints and logistical challenges, which may also negatively impact the pricing of materials and components sourced or used by the Company.

While the Company does not currently anticipate any significant, broad-based difficulties in obtaining raw materials or components necessary for production, beginning in 2021 and into 2022, there have been supply chain and logistical challenges that have impacted the global economy, including our Company, and have caused supply constraints and commodity price increases on certain raw materials and components used by the Company in production, as well as lower availability of, and increased prices for, freight and logistics, including air, sea and ground freight.

Consequently, the Company may experience supply shortages for discrete raw materials or components in the future, which could be further exacerbated by increased commodity prices and additional inflation.

The increase in the Company’s backlog was related to the significant sales increase, the addition of seven acquired companies, as well as the impact of certain customers placing longer lead-time orders due to the wide array of supply chain constraints occurring in many industries in 2021.

Sustainability

At Amphenol, we believe that making sustainable business choices, building strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our Company.

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

_Risk Factors_ herein.

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

| | ● | combiners, filters and amplifiers |

| | ● | wireless routers |

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

The Company has an established manufacturing presence in approximately 40 countries.

its products on a worldwide basis.

By developing application specific products, the Company is able to decrease its exposure to standard products, which are more likely to experience greater pricing pressure.

The Company does not anticipate any difficulties in obtaining raw materials or components necessary for production.

Primary competitors within the Cable Products and Solutions segment include Belden and Commscope, among others.

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

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

At Amphenol, we aim to create an inclusive working environment where all employees are respected and treated equally.

This message is emphasized from the top of our organization down to each of our employees.

executive team.

To support our communities during the COVID-19 pandemic, we leveraged our global supply chain to procure face masks, sanitizer, thermometers and other critical supplies, which our teams donated to local hospitals, clinics, at risk individuals, our employees and their families.

​

Information [added: required] with respect to legal proceedings [removed: and] [added: in] this [removed: item] [added: Part I, Item 3] is included in Note [removed: 14] [added: 15] of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this [removed: report,] [added: Annual Report,] which is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

| Delaware (State [added: or other jurisdiction] of [removed: Incorporation)] [added: incorporation or organization)] | ​ | 22-2785165 (I.R.S. Employer Identification No.) |

See the definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer”,] [added: filer,”] “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of Amphenol Corporation Class A Common Stock (based upon the closing price of such stock on the New York Stock Exchange) held by non-affiliates was approximately [removed: $25,254] [added: $36,303] million.

As of January 31, [removed: 2021,] [added: 2022,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 299,576,711.][added: 598,939,773.]

| [PART I](#PARTI_173970) | [removed: ​] | ​ | ​ | ​ |

| ​ | ​ | [removed: [Coronavirus (“COVID-19”)] [added: [COVID-19] Pandemic](#Coronavirus) | ​ | [removed: 4] [added: 5] |

| ​ | ​ | [Our Strategy](#OurStrategy_740860) | ​ | [removed: 4] [added: 5] |

| ​ | ​ | [Markets](#Markets_762948) | ​ | [removed: 5] [added: 6] |

| ​ | ​ | [Customers and Geographies](#CustomersandGeographies_827254) | ​ | [removed: 8] [added: 9] |

| ​ | ​ | [Manufacturing](#Manufacturing_782103) | ​ | [removed: 8] [added: 9] |

| ​ | ​ | [Research and Development](#ResearchandDevelopment_193677) | ​ | [removed: 9] [added: 10] |

| ​ | ​ | [Intellectual Property](#IntellectualProperty_823167) | ​ | [removed: 9] [added: 10] |

| ​ | ​ | [Raw Materials](#RawMaterials_584402) | ​ | [removed: 9] [added: 11] |

| ​ | ​ | [Competition](#Competition_836450) | ​ | [removed: 10] [added: 11] |

| ​ | ​ | [Backlog and Seasonality](#Backlog_272017) | ​ | [removed: 10] [added: 11] |

| ​ | ​ | [Human Capital Management and Our Culture](#HumanCapital) | ​ | [removed: 10] [added: 12] |

| ​ | ​ | [Environmental Matters](#EnvironmentalMatters_915879) | ​ | [removed: 11] [added: 13] |

| ​ | ​ | [Available Information](#AvailableInformation_571865) | ​ | [removed: 11] [added: 13] |

| ​ | [Item 1A.](#Item1ARiskFactors_212400) | [Risk Factors](#Item1ARiskFactors_212400) | ​ | [removed: 12] [added: 14] |

| ​ | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | ​ | [removed: 21] [added: 23] |

| ​ | [Item 2.](#Item2Properties_897531) | [Properties](#Item2Properties_897531) | ​ | [removed: 21] [added: 24] |

| ​ | [Item 3.](#Item3LegalProceedings_984388) | [Legal Proceedings](#Item3LegalProceedings_984388) | ​ | [removed: 21] [added: 24] |

| ​ | [Item 4.](#Item4MineSafetyDisclosures_949251) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_949251) | ​ | [removed: 21] [added: 24] |

| [PART II](#PARTII_52219) | [removed: ​] | ​ | ​ | ​ |

| ​ | [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 22] [added: 25] |

| ​ | [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [removed: 25] [added: 27] |

| ​ | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 44] [added: 47] |

| ​ | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 45] [added: 49] |

| ​ | ​ | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | ​ | [removed: 45] [added: 49] |

| ​ | ​ | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | ​ | [removed: 47] [added: 51] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | ​ | [removed: 48] [added: 52] |

| ​ | ​ | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | ​ | [removed: 49] [added: 53] |

| ​ | ​ | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | ​ | [removed: 50] [added: 54] |

| ​ | ​ | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | ​ | [removed: 51] [added: 55] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | ​ | [removed: 52] [added: 56] |

| ​ | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 86] [added: 94] |

| ​ | [Item 9A.](#Item9AControlsandProcedures_802439) | [Controls and Procedures](#Item9AControlsandProcedures_802439) | ​ | [removed: 86] [added: 94] |

| ​ | [Item 9B.](#Item9BOtherInformation_858302) | [Other Information](#Item9BOtherInformation_858302) | ​ | [removed: 86] [added: 94] |

| ​ | ​ | [Sustainability](#Sustainability_854061) | ​ | 11 |

| ​ | ​ | [Cybersecurity](#Cybersecurity_590526) | ​ | 13 |

| ​ | [Item 6.](#Item6) | [\[Reserved\]](#Item6) | ​ | 26 |

| ​ | [Item 9C.](#Item9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C) | ​ | 95 |

| ​ | | | ​ | ​ |

Such forward-looking statements are based on our management’s assumptions and beliefs about future events or circumstances using information currently available, and as a result, they are subject to risks and uncertainties.

Forward-looking statements address events or developments that Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”) expects or believes may or will occur in the future.

There may be other risks and uncertainties not identified in these documents that we either currently do not expect to have an adverse effect on our business or that we are unable to predict or identify at the time of this Annual Report._ _Our forward-looking statements may also be impacted by, among other things, future tax law changes that may arise in any of the jurisdictions in which we operate as well as changes in interpretive guidance under the Department of Treasury’s interpretive guidance initiatives._

| ​ | [Item 6.](#Item6SelectedFinancialData_418162) | [Selected Financial Data](#Item6SelectedFinancialData_418162) | ​ | 24 |

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

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

Any future guidance on the Tax Act could impact our forward-looking statements._

_These or other uncertainties may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements.

The Company’s fixed assets include plants and warehouses and a substantial quantity of machinery and equipment.

At December 31, 2021, the Company operated approximately 230 manufacturing facilities with approximately 22.0 million square feet, of which approximately 15.0 million square feet were leased.

Manufacturing facilities located in the U.S. had approximately 4.0 million square feet, of which approximately 1.5 million square feet were leased.

Manufacturing facilities located outside the U.S. had approximately 18.0 million square feet, of which approximately 13.5 million square feet were leased.

The square footage by segment related to our manufacturing facilities was approximately 21.0 million square feet and approximately 1.0 million square feet for the Interconnect Products and Assemblies segment and the Cable Products and Solutions segment, respectively.

The Company’s fixed assets include plants and warehouses and a substantial quantity of machinery and equipment, most of which is general purpose machinery and equipment using tools and fixtures and in many instances having automatic control features and special adaptations.

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

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

As of January 31, [removed: 2021,] [added: 2022,] there were 32 holders of record of the Company’s Common Stock.

On January 27, 2021, the Company announced that its Board of Directors [added: (the “Board”)] approved a two-for-one split of the Company’s [removed: common stock.][added: Common Stock.]

The stock split [removed: will be] [added: was] effected in the form of a stock dividend paid to [removed: shareholders] [added: stockholders] of record as of the close of business on February 16, 2021.

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, [removed: 2020] [added: 2021] with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index.

This graph assumes that $100 was invested in [removed: the] [added: our] Common Stock [removed: of Amphenol] and each index on December 31, [removed: 2015,] [added: 2016,] reflects reinvested [removed: dividends] [added: dividends,] and is weighted on a market capitalization basis as of the beginning of each year.

[removed: ][added: ]

Contingent upon declaration by the [removed: Board of Directors,] [added: Board,] the Company [removed: generally] pays a quarterly dividend on shares of its Common Stock.

The following table sets forth the dividends declared per common share for each quarter of [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| Third Quarter | ​ | | [removed: 0.25] [added: 0.145] | ​ | | [removed: 0.25] [added: 0.125] |

| Fourth Quarter [added: - 2021:] | ​ | [added: ​] | [removed: 0.29] [added: ​] | ​ | [added: ​] | [removed: 0.25] [added: ​] | [added: ​ | ​ | ​ | ​ | ​ |]

Dividends declared and paid for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] _(in millions)_ were as follows:

| Dividends declared | | | | ​ | $ | [removed: 310.0] [added: 379.7] | ​ | $ | [removed: 285.3] [added: 310.0] |

| Dividends paid (including those declared in the prior year) | | | | ​ | | [removed: 297.6] [added: 346.7] | ​ | | [removed: 279.5] [added: 297.6] |

The Company’s Revolving Credit Facility contains [removed: financial covenants and restrictions, some of which] [added: restrictions that] may limit the Company’s ability to pay dividends, and any future indebtedness that the Company may incur could [added: also] limit its ability to pay dividends.

In April 2018, the [removed: Company’s] Board [removed: of Directors] authorized a stock repurchase program under which the Company [removed: may] [added: could] purchase up to $2.0 billion of [removed: the Company’s] [added: its] Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as [removed: amended.][added: amended (the “Exchange Act”).]

During the year ended December 31, [removed: 2020,] [added: 2021,] the Company repurchased [removed: 6.0] [added: 3.1] million shares of its Common Stock for [removed: $641.3] [added: $203.8] million under the 2018 Stock Repurchase Program.

Of the total repurchases [added: made] in [removed: 2020, 1.4] [added: 2021 under the 2021 Stock Repurchase Program, 0.4] million shares, or [removed: $153.9] [added: $33.0] million, have been retained in Treasury stock at [added: the] time of repurchase; the remaining [removed: 4.6] [added: 5.8] million shares, or [removed: $487.4] [added: $424.9] million, have been [added: or will be] retired by the Company.

From January 1, [removed: 2021] [added: 2022] through January 31, [removed: 2021,] [added: 2022,] the Company repurchased [removed: $4.0] [added: 0.6] million [added: additional shares] of its Common [removed: Stock, and] [added: Stock for $50.0 million under the 2021 Stock Repurchase Program, and, as of February 1, 2022,] has remaining authorization to purchase up to [removed: $199.8] [added: $1,492.1] million of its Common Stock under the [removed: 2018] [added: 2021] Stock Repurchase Program.

The price and timing of any future purchases under the [removed: 2018] [added: 2021] Stock Repurchase Program will depend on a number of factors such as levels of cash generation from operations, the [removed: level of uncertainty relating to the COVID-19 pandemic, the] volume of stock [removed: option exercises] [added: options exercised] by employees, cash requirements for acquisitions, [removed: dividends,] [added: dividends paid,] economic and market conditions and [removed: stock price.][added: the price of the Company’s Common Stock.]

| (dollars in millions, except price per share) | ​ | ​ | ​ | ​ | ​ | ​ | [removed: Shares Purchased as] [added: Total Number of Shares] | ​ | [removed: Value of Shares] [added: Maximum Dollar Value] | | ​ |

| ​ | ​ | Total Number | ​ | Average | | ​ | [removed: Part of Publicly] [added: Purchased as Part of] | ​ | [removed: that] [added: of Shares that] May Yet be | | ​ |

| ​ | ​ | of Shares | ​ | Price Paid | | ​ | [removed: Announced Plans or] [added: Publicly Announced] | ​ | Purchased Under the | | ​ |

| Period | ​ | Purchased | | per Share | | | [removed: Programs] [added: Plans or Programs] | | Plans or Programs | | ​ |

| Fourth Quarter [removed: - 2020:] | ​ | [removed: ​] | [removed: ​ | ​ | ​ | ​ | ​ | ​] [added: 0.20] | ​ | [removed: ​] | [removed: ​] [added: 0.145] |

The additional shares were distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5, 2021.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

All current and prior year data impacted by the stock split and presented throughout this Annual Report, including number of shares and per share information, earnings per share, and dividends per share amounts, among others, have been retroactively adjusted to reflect the effect of the stock split.

Refer to Note 1 of the Notes to Consolidated Financial Statements for further information related to the stock split.

In May 2021, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock.

Refer to Note 7 of the Notes to Consolidated Financial Statements for further details related to the increase in the number of shares authorized for issuance as a result of this amendment.


| ​ | | 2021 | | | 2020 | |

| First Quarter | ​ | $ | 0.145 | ​ | $ | 0.125 |

| Second Quarter | ​ | | 0.145 | ​ | | 0.125 |

| Total | ​ | $ | 0.635 | ​ | $ | 0.52 |

| ​ | | ​ | ​ | ​ | 2021 | | ​ | 2020 | |

As a result of these purchases, the Company completed all purchases authorized under the 2018 Stock Repurchase Program and, therefore, the 2018 Stock Repurchase Program has terminated.

Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 0.3 million shares, or $19.8 million, were retained in Treasury stock at the time of repurchase; the remaining 2.8 million shares, or $184.0 million, were retired by the Company.

On April 27, 2021, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act.

During the year ended December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $457.9 million under the 2021 Stock Repurchase Program.

The Company’s stock repurchases during the three months and year ended December 31, 2021 were as follows:

| First Quarter - 2021 | ​ | 2,372,455 | ​ | $ | 64.40 | ​ | 2,372,455 | ​ | $ | 51.0 | ​ |

| Second Quarter - 2021 | ​ | 2,484,028 | ​ | ​ | 67.35 | ​ | 2,484,028 | ​ | ​ | 1,883.7 | ​ |

| Third Quarter - 2021 | ​ | 2,332,855 | ​ | ​ | 73.26 | ​ | 2,332,855 | ​ | ​ | 1,712.8 | ​ |

| October 1 to October 31, 2021 | | 635,662 | ​ | | 76.21 | | 635,662 | | ​ | 1,664.3 | ​ |

| November 1 to November 30, 2021 | | 761,624 | ​ | | 81.74 | | 761,624 | | ​ | 1,602.1 | ​ |

| December 1 to December 31, 2021 | | 718,869 | ​ | | 83.40 | | 718,869 | | $ | 1,542.1 | ​ |

| ​ | ​ | 2,116,155 | ​ | ​ | 80.64 | ​ | 2,116,155 | ​ | ​ | ​ | ​ |

| Total - 2021 | | 9,305,493 | ​ | $ | 71.10 | | 9,305,493 | | ​ | ​ | ​ |

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

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

| ​ | | 2020 | | | 2019 | |

| First Quarter | ​ | $ | 0.25 | ​ | $ | 0.23 |

| Second Quarter | ​ | | 0.25 | ​ | | 0.23 |

| Total | ​ | $ | 1.04 | ​ | $ | 0.96 |

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

​

Equity Compensation Plan Information

The following table summarizes the Company’s equity compensation plan information as of December 31, 2020:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Equity Compensation Plan Information | | | | | | ​ |

| ​ | | Number of securities to | | Weighted average | | | Number of | ​ |

| ​ | | be issued upon exercise | ​ | exercise price of | | ​ | securities | ​ |

| ​ | | of outstanding options, | ​ | outstanding options, | | ​ | remaining available | ​ |

| Plan category | | warrants and rights | ​ | warrants and rights | | ​ | for future issuance | ​ |

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

| Equity compensation plans not approved by security holders | | — | ​ | | — | | — | ​ |

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

The table below reflects the Company’s stock repurchases for the year ended December 31, 2020:

| ​ | | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Maximum Dollar | | ​ |

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

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

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

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

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

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

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

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

The following table presents selected consolidated financial data that is derived from the Company’s audited Consolidated Financial Statements and that should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Consolidated Financial Statements and accompanying notes included herein.

The Company’s acquisitions during the five-year period below may affect the comparability of results.

Our consolidated financial information may not be indicative of our future performance.

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

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

| (dollars and shares | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ |

| in millions, except per share data) | ​ | 2020 | | ​ | 2019 | | ​ | 2018 | | ​ | 2017 | | ​ | 2016 | | | ​ |

| Operations | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | ​ | $ | 8,598.9 | ​ | $ | 8,225.4 | ​ | $ | 8,202.0 | ​ | $ | 7,011.3 | ​ | $ | 6,286.4 | ​ | ​ |

| Net income attributable to Amphenol Corporation | ​ | | 1,203.4 | (1) | | 1,155.0 | (2) | | 1,205.0 | (3) | | 650.5 | (4) | | 822.9 | (5) | ​ |

| Net income per common share—Diluted | ​ | | 3.91 | (1) | | 3.75 | (2) | | 3.85 | (3) | | 2.06 | (4) | | 2.61 | (5) | ​ |

| Financial Condition | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Cash, cash equivalents and short-term investments | ​ | $ | 1,738.1 | ​ | $ | 908.6 | ​ | $ | 1,291.7 | ​ | $ | 1,753.7 | ​ | $ | 1,173.2 | ​ | ​ |

| Working capital | ​ | | 3,186.5 | ​ | | 2,078.5 | ​ | | 2,120.3 | ​ | | 3,076.6 | ​ | | 1,956.0 | ​ | ​ |

| Total assets | ​ | | 12,327.3 | ​ | | 10,815.5 | ​ | | 10,044.9 | ​ | | 10,003.9 | ​ | | 8,498.7 | ​ | ​ |

| Long-term debt, including current portion | ​ | | 3,866.5 | ​ | | 3,606.7 | ​ | | 3,570.7 | ​ | | 3,542.6 | ​ | | 3,010.7 | ​ | ​ |

| Shareholders’ equity attributable to Amphenol Corporation | ​ | | 5,384.9 | ​ | | 4,530.3 | ​ | | 4,017.0 | ​ | | 3,989.8 | ​ | | 3,674.9 | ​ | ​ |

| Weighted average shares outstanding—Diluted | ​ | | 307.5 | ​ | | 307.9 | ​ | | 312.6 | ​ | | 316.5 | ​ | | 315.2 | ​ | ​ |

| Cash dividends declared per share | ​ | $ | 1.04 | ​ | $ | 0.96 | ​ | $ | 0.88 | ​ | $ | 0.70 | ​ | $ | 0.58 | ​ | ​ |

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

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

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

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

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

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

To the [removed: shareholders] [added: stockholders] and the Board of Directors of Amphenol Corporation

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles).

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

[removed: The tax benefits recognized in] the [removed: 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 has unrecognized tax benefits of [removed: $174.5] [added: $182.2] million, including penalties and interest, as of December 31, [removed: 2020.][added: 2021.]

| ​ | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Net sales | ​ | $ | [removed: 8,598.9] [added: 10,876.3] | ​ | $ | [removed: 8,225.4] [added: 8,598.9] | ​ | $ | [removed: 8,202.0] [added: 8,225.4] | ​ |

| Cost of sales | ​ | | [removed: 5,934.8] [added: 7,474.5] | ​ | | [removed: 5,609.4] [added: 5,934.8] | ​ | | [removed: 5,547.1] [added: 5,609.4] | ​ |

| Gross profit | ​ | | [removed: 2,664.1] [added: 3,401.8] | ​ | | [removed: 2,616.0] [added: 2,664.1] | ​ | | [removed: 2,654.9] [added: 2,616.0] | ​ |

| Acquisition-related expenses | ​ | | [removed: 11.5] [added: 70.4] | ​ | | [removed: 25.4] [added: 11.5] | ​ | | [removed: 8.5] [added: 25.4] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 1,014.2] [added: 1,226.3] | ​ | | [removed: 971.4] [added: 1,014.2] | ​ | | [removed: 959.5] [added: 971.4] | ​ |

| Operating income | ​ | | [removed: 1,638.4] [added: 2,105.1] | ​ | | [removed: 1,619.2] [added: 1,638.4] | ​ | | [removed: 1,686.9] [added: 1,619.2] | ​ |

| Interest expense | ​ | | [removed: (115.4)] [added: (115.5)] | ​ | | [removed: (117.6)] [added: (115.4)] | ​ | | [removed: (101.7)] [added: (117.6)] | ​ |

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

| Other [added: (expense)] income, net | ​ | | [removed: 3.6] [added: (0.4)] | ​ | | [removed: 8.6] [added: 3.6] | ​ | | [removed: 3.2] [added: 8.6] | ​ |

| Income [added: from continuing operations] before income taxes | ​ | | [removed: 1,526.6] [added: 1,989.2] | ​ | | [removed: 1,495.9] [added: 1,526.6] | ​ | | [removed: 1,588.4] [added: 1,495.9] | ​ |

| Provision for income taxes | ​ | | [removed: (313.3)] [added: (409.1)] | ​ | | [removed: (331.9)] [added: (313.3)] | ​ | | [removed: (371.5)] [added: (331.9)] | ​ |

| Net income [added: from continuing operations] | ​ | [added: ​] | [removed: 1,213.3] [added: 1,580.1] | ​ | [added: ​] | [removed: 1,164.0] [added: 1,213.3] | ​ | [added: ​] | [removed: 1,216.9] [added: 1,164.0] | ​ |

| Less: Net income [added: from continuing operations] attributable to noncontrolling interests | ​ | | [removed: (9.9)] [added: (10.7)] | ​ | | [removed: (9.0)] [added: (9.9)] | ​ | | [removed: (11.9)] [added: (9.0)] | ​ |

| Net income attributable to Amphenol Corporation | ​ | $ | [removed: 1,203.4] [added: 1,590.8] | ​ | $ | [removed: 1,155.0] [added: 1,203.4] | ​ | $ | [removed: 1,205.0] [added: 1,155.0] | ​ |

| Net income per common share [added: attributable to Amphenol Corporation] — [removed: Basic] [added: Basic:] | ​ | [removed: $] [added: ​] | [removed: 4.04] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 3.88] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 4.00] [added: ​] | ​ |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 298.0] [added: 597.9] | ​ | | [removed: 297.5] [added: 596.1] | ​ | | [removed: 301.2] [added: 595.0] | ​ |

| Net income per common share [added: attributable to Amphenol Corporation] — [removed: Diluted] [added: Diluted:] | ​ | [removed: $] [added: ​] | [removed: 3.91] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 3.75] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 3.85] [added: ​] | ​ |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 307.5] [added: 625.5] | ​ | | [removed: 307.9] [added: 615.0] | ​ | | [removed: 312.6] [added: 615.9] | ​ |

| Dividends declared [added: ($0.48] per common [removed: share] [added: share)] | ​ | [removed: $] [added: ​] | [removed: 1.04] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 0.96] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 0.88] [added: ​] | ​ | [added: ​ | ​ | ​ | ​ | | (285.3) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (285.3) |]

| ​ | ​ | Year Ended December 31, | | | | | | | | [added: ​] |

| Net income [added: from continuing operations] | ​ | $ | [removed: 1,213.3] [added: 1,580.1] | ​ | $ | [removed: 1,164.0] [added: 1,213.3] | ​ | $ | [removed: 1,216.9] [added: 1,164.0] | ​ |

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

| Foreign currency translation adjustments | ​ | | [removed: 155.0] [added: (64.6)] | ​ | | [removed: (40.8)] [added: 155.0] | ​ | | [removed: (167.0)] [added: (40.8)] | ​ |

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

| Pension and postretirement benefit plan adjustment | ​ | ​ | [removed: 1.7] [added: 57.8] | ​ | ​ | [removed: (0.4)] [added: 1.7] | ​ | ​ | [removed: (1.8)] [added: (0.4)] | ​ |

| Total other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | ​ | | [removed: 156.5] [added: (6.8)] | ​ | | [removed: (41.1)] [added: 156.5] | ​ | | [removed: (168.4)] [added: (41.1)] | ​ |

| Total comprehensive income | ​ | | [removed: 1,369.8] [added: 1,594.7] | ​ | | [removed: 1,122.9] [added: 1,369.8] | ​ | | [removed: 1,048.5] [added: 1,122.9] | ​ |

| Less: Comprehensive income attributable to noncontrolling interests | ​ | | [removed: (13.6)] [added: (12.3)] | ​ | | [removed: (8.6)] [added: (13.6)] | ​ | | [removed: (9.2)] [added: (8.6)] | ​ |

| Comprehensive income attributable to Amphenol Corporation | ​ | $ | [removed: 1,356.2] [added: 1,582.4] | ​ | $ | [removed: 1,114.3] [added: 1,356.2] | ​ | $ | [removed: 1,039.3] [added: 1,114.3] | ​ |

| ​ | | [added: 2021 | | |] 2020 | | | 2019 | | |

| Cash and cash equivalents | ​ | $ | [removed: 1,702.0] [added: 1,197.1] | ​ | $ | [removed: 891.2] [added: 1,702.0] | ​ |

| Short-term investments | ​ | | [removed: 36.1] [added: 44.3] | ​ | | [removed: 17.4] [added: 36.1] | ​ |

February 9, 2022

| Net income from continuing operations attributable to Amphenol Corporation | ​ | | 1,569.4 | ​ | | 1,203.4 | ​ | | 1,155.0 | ​ |

| Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($3.2) for 2021 | ​ | ​ | 21.4 | ​ | ​ | — | ​ | ​ | — | ​ |

| Continuing operations | ​ | $ | 2.62 | ​ | $ | 2.02 | ​ | $ | 1.94 | ​ |

| Discontinued operations, net of income taxes | ​ | ​ | 0.04 | ​ | ​ | — | ​ | ​ | — | ​ |

| Net income attributable to Amphenol Corporation — Basic | ​ | $ | 2.66 | ​ | $ | 2.02 | ​ | $ | 1.94 | ​ |

| Continuing operations | ​ | $ | 2.51 | ​ | $ | 1.96 | ​ | $ | 1.88 | ​ |

| Discontinued operations, net of income taxes | ​ | ​ | 0.03 | ​ | ​ | — | ​ | ​ | — | ​ |

| Net income attributable to Amphenol Corporation — Diluted | ​ | $ | 2.54 | ​ | $ | 1.96 | ​ | $ | 1.88 | ​ |

_Note: Per share amounts may not add due to rounding._

| Add: Income from discontinued operations attributable to Amphenol Corporation, net of income taxes | ​ | ​ | 21.4 | ​ | ​ | — | ​ | ​ | — | ​ |

| Net income before allocation to noncontrolling interests | ​ | $ | 1,601.5 | ​ | $ | 1,213.3 | ​ | $ | 1,164.0 | ​ |

| Total Assets | ​ | $ | 14,678.4 | ​ | $ | 12,327.3 | ​ |

| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total Liabilities | ​ | ​ | 8,299.3 | ​ | ​ | 6,875.4 | ​ |

| Redeemable noncontrolling interest | ​ | ​ | 19.0 | ​ | ​ | — | ​ |

| Total Liabilities, Redeemable Noncontrolling Interest and Equity | ​ | $ | 14,678.4 | ​ | $ | 12,327.3 | ​ |

| Balance as of January 1, 2019 | | 598.4 | ​ | $ | 0.6 | ​ | (1.3) | ​ | $ | (55.0) | ​ | $ | 1,432.9 | ​ | $ | 3,028.7 | ​ | $ | (390.2) | ​ | $ | 47.2 | ​ | $ | 4,064.2 |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,590.8 | ​ | ​ | ​ | ​ | | 10.7 | ​ | | 1,601.5 |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4.1 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (15.3) | ​ | ​ | (11.2) |

| Purchase of treasury stock | ​ | ​ | ​ | ​ | ​ | ​ | (9.3) | ​ | | (661.7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (661.7) |

| Stock options exercised | | 8.6 | ​ | | — | ​ | 1.1 | ​ | ​ | 63.9 | ​ | | 253.8 | ​ | ​ | (28.7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 289.0 |

| Balance as of December 31, 2021 | | 600.7 | ​ | $ | 0.6 | ​ | (1.6) | ​ | $ | (100.0) | ​ | $ | 2,409.0 | ​ | $ | 4,278.9 | ​ | $ | (286.5) | ​ | $ | 58.1 | ​ | $ | 6,360.1 |

| (1) | _Excludes redeemable noncontrolling interest._ |

| Net income from continuing operations | ​ | $ | 1,580.1 | ​ | $ | 1,213.3 | ​ | $ | 1,164.0 | ​ |

| Net cash provided by operating activities from continuing operations | ​ | ​ | 1,523.9 | ​ | ​ | 1,592.0 | ​ | ​ | 1,502.3 | ​ |

| Net cash provided by operating activities from discontinued operations | ​ | ​ | 16.2 | ​ | ​ | — | ​ | ​ | — | ​ |

| Net cash used in investing activities from continuing operations | ​ | ​ | (2,604.4) | ​ | ​ | (333.5) | ​ | ​ | (1,228.8) | ​ |

| Net cash provided by investing activities from discontinued operations | ​ | ​ | 716.9 | ​ | ​ | — | ​ | ​ | — | ​ |

| Transfers to discontinued operations | ​ | ​ | (28.7) | ​ | ​ | — | ​ | ​ | — | ​ |

| Net cash used in financing activities from continuing operations | ​ | ​ | (145.1) | ​ | ​ | (516.6) | ​ | ​ | (648.4) | ​ |

| Net cash used in financing activities from discontinued operations | ​ | ​ | (0.1) | ​ | ​ | — | ​ | ​ | — | ​ |

Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments: _(i) Harsh Environment Solutions, (ii) Communications Solutions_ and _(iii) Interconnect and Sensor Systems_.

This new alignment replaces our historic reportable business segments.

The Company is in the process of completing the update of its internal reporting to accommodate this new reporting segment structure.

The Company will begin reporting its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2022, including the recasting of relevant prior year period segment information for conformity of presentation.

Refer to Note 16 herein for further details related to the Company’s change in its reportable business segments effective January 1, 2022.

Similarly, the results of companies divested are included in the Consolidated Financial Statements during the period of Amphenol’s ownership through the date of the divestiture.

Change in Presentation

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

​

February 10, 2021

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Liabilities & 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 |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2.3) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5.4) | ​ | ​ | (7.7) |

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

| Balance December 31, 2018 | | 299 | ​ | ​ | 0.3 | ​ | (1) | ​ | ​ | (55.0) | ​ | ​ | 1,433.2 | ​ | ​ | 3,028.7 | ​ | ​ | (390.2) | ​ | ​ | 47.2 | ​ | ​ | 4,064.2 |

| Purchase of treasury stock | ​ | | (641.3) | ​ | | (601.7) | ​ | | (935.2) | ​ |

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.

Certain real estate

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.

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.

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.

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.

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.

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.

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.

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 Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, [removed: pursuant to] [added: as defined in] Rules 13a-15(e) or 15d-15(e) [removed: of] [added: under] the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, [removed: 2020.][added: 2021.]

These [added: disclosure] controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective [added: at the reasonable assurance level] as of December 31, [removed: 2020.][added: 2021.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting of Amphenol Corporation and its subsidiaries (the “Company”), [removed: pursuant to] [added: as defined in] Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).

Deloitte & Touche LLP has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] which is included in Item 8 of this Annual [removed: Report on Form 10-K.][added: Report.]

Effective February 7, 2022, the Board approved and adopted the Company’s Fourth Amended and Restated By-laws (the “By-laws”), which amended the Company’s previously existing By-laws as described below.

The By-laws revise the deadline for advance notice of business and nominations for an annual meeting of stockholders to generally not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the one-year anniversary of the preceding year’s annual meeting.

As a result of the amendments, for consideration at the 2022 Annual Meeting of Stockholders, director nominations or the presentation of other business must be received by the Secretary of the Company no later than February 18, 2022.

In addition, the amendments revise the deadline in the By-laws for advance notice of director nominations for a special meeting of stockholders where directors will be elected to generally not earlier than the close of business 120 days prior to such special meeting and not later than the close of business 90 days prior to such special meeting, or, if later, the tenth day following public announcement of the special meeting.

The By-laws also revise the advance notice disclosure requirements to require the stockholder proposing business or nominating directors or demanding a record date to request a special meeting, to provide additional information about the stockholder’s ownership of securities in the Company (including ownership of derivative securities) and material litigation, relationships and interests in material agreements with or involving the Company.

Further, the By-laws require the stockholder to provide additional information regarding any candidate the stockholder proposes to nominate for election as a director, including all information with respect to such nominee that would be required to be set forth in a stockholder’s notice if such nominee were a stockholder delivering such notice and a description of any direct or indirect material interest in any material contract or agreement between or among the nominating stockholder and each nominee or his or her respective associates.

Additionally, the By-laws require any candidate for the Board, whether nominated by a stockholder or the Board, to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines and intent to serve the entire term.

The By-laws also require the stockholder to provide additional information regarding the proposed business and any related agreements between the stockholder and any other beneficial holder.

All disclosures must be updated as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting.

The amendments also added a forum selection provision, which provides that, unless the Company consents in writing to the selection of another forum, (a) the Delaware Court of Chancery will be the sole and exclusive forum for the following actions: (i) any derivative action or proceeding brought by or on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Company’s Certificate of Incorporation or By-laws, and (iv) any action asserting a claim against the Company governed by the internal affairs doctrine, and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended.

Additionally, the amendments include language pursuant to which stockholders are deemed to have consented to personal jurisdiction in the Delaware Court of Chancery and to service of process on their counsel in any action initiated in violation of the forum selection provision.

The amendments also clarify (i) the majority election standard for director nominees, (ii) that the Board shall determine the size of the Board and (iii) the timing for a stockholder to request a record date to act by written consent and for such record date to be set.

The amendments include certain technical, conforming, modernizing and clarifying changes to the By-laws.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

None.

​

PART III

The Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, 2020, and certain information included therein is incorporated herein by reference.

​

Not applicable.

​

PART III

The Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, 2021, and certain information included therein is incorporated herein by reference.

The Company [removed: will] [added: intends to] post [removed: all] amendments to [added: or waivers from] its Code of Business Conduct and Ethics [added: (to the extent applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions)] on its website.

The Company’s Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees of the Company, including the principal executive officer, principal financial officer and principal accounting officer, is available on the Company’s website at _www.amphenol.com_.

Information regarding the Company’s Code of Business Conduct and Ethics is available on the Company’s website at www.amphenol.com.

Pursuant to Instruction G(3) to Form 10-K, the information required by Item 12 is incorporated herein by reference to the Proxy [removed: Statement.][added: Statement, other than the “Equity Compensation Plan Information” provided below.]

_Equity Compensation Plan Information_

The following table summarizes the Company’s equity compensation plan information as of December 31, 2021:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Equity Compensation Plan Information | | | | | | ​ |

| ​ | | Number of securities to | | Weighted average | | | Number of securities | ​ |

| ​ | | be issued upon exercise | ​ | exercise price of | | ​ | remaining available for | ​ |

| ​ | | of outstanding options, | ​ | outstanding options, | | ​ | future issuance under | ​ |

| Plan category | | warrants and rights | ​ | warrants and rights | | ​ | equity compensation plans | ​ |

| Equity compensation plans approved by security holders | | 65,321,809 | ​ | $ | 42.01 | | 68,696,960 | ​ |

| Equity compensation plans not approved by security holders | | — | ​ | | — | | — | ​ |

| Total | | 65,321,809 | ​ | $ | 42.01 | | 68,696,960 | ​ |

For information required under Item 201(d) of Regulation S-K, refer to Item 5 of this Annual Report on Form 10-K.

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) [added: (PCAOB ID No. 34)] | [removed: 45] [added: 49] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofIncome_247596)] [added: 2019](#ConsolidatedStatementsofIncome_247596)] | [removed: 47] [added: 51] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofComprehensiveInc)] [added: 2019](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 48] [added: 52] |

| [Consolidated Balance Sheets—December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ConsolidatedBalanceSheets_591973)] [added: 2020](#ConsolidatedBalanceSheets_591973)] | [removed: 49] [added: 53] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofChangesinEquity_)] [added: 2019](#ConsolidatedStatementsofChangesinEquity_)] | [removed: 50] [added: 54] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofCashFlow_3394)] [added: 2019](#ConsolidatedStatementsofCashFlow_3394)] | [removed: 51] [added: 55] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: 52] [added: 56] |

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: 86] [added: 94] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2020 ​ Schedule] [added: 2021] | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#SCHEDULEII_950693)] [added: 2019](#SCHEDULEII_950693)] | [removed: 91] [added: 100] |

The following exhibits are filed as part of, or incorporated by reference into, this Annual [removed: Report on Form 10-K:][added: Report:]

| 3.1 | [Restated Certificate of Incorporation of Amphenol Corporation, dated [removed: August 3, 2016] [added: May 19, 2021] (filed as Exhibit 3.1 to the June 30, [removed: 2016 10-Q).*](http://www.sec.gov/Archives/edgar/data/820313/000110465916136887/a16-11647_1ex3d1.htm)] [added: 2021 10-Q).*](https://www.sec.gov/Archives/edgar/data/820313/000155837021009700/aph-20210630xex3d1.htm)] |

| [removed: 4.4] [added: 4.5] | [removed: [Officers’] [added: [Officer’s] Certificate, dated January [removed: 26, 2012,] [added: 9, 2019,] establishing the [removed: 4.00%] [added: 4.350%] Senior Notes due [removed: 2022] [added: 2029] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January [removed: 26, 2012).*](http://www.sec.gov/Archives/edgar/data/820313/000110465912004215/a12-3336_2ex4d2.htm)] [added: 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm)] |

| [removed: 4.5] [added: 4.6] | [Officer’s Certificate, dated September [removed: 12, 2014,] [added: 10, 2019,] establishing the [removed: 3.125%] [added: 2.800%] Senior Notes due [removed: 2021] [added: 2030] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September [removed: 12, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914066145/a14-20818_1ex4d2.htm)] [added: 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] |

| [removed: 4.6] [added: 4.4] | [Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917021585/a17-8427_5ex4d2.htm) |

| 4.7 | [Officer’s Certificate, dated [removed: January 9, 2019,] [added: February 20, 2020,] establishing the [removed: 4.350%] [added: 2.050%] Senior Notes due [removed: 2029] [added: 2025] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on [removed: January 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm)] [added: February 20, 2020).*](https://www.sec.gov/Archives/edgar/data/820313/000110465920023374/tm209449d1_ex4-2.htm)] |

| 4.8 | [Officer’s Certificate, dated September [removed: 10, 2019,] [added: 14, 2021,] establishing the [removed: 2.800%] [added: 2.200%] Senior Notes due [removed: 2030] [added: 2031] pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September [removed: 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] [added: 14, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921115572/tm2127639d1_ex4-2.htm)] |

| [removed: 4.10] [added: 4.9] | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934 (filed as Exhibit 4.10 to the December 31, 2020 10-K).](https://www.sec.gov/Archives/edgar/data/820313/000155837021000881/aph-20201231xex4d10.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex4d9.htm)] |

| 10.1 | [removed: [2017] [added: [Amended and Restated 2017] Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its [removed: 2017] [added: 2021] Annual Meeting of Stockholders, filed on April [removed: 17, 2017).†*](http://www.sec.gov/Archives/edgar/data/820313/000104746917002657/a2231734zdef14a.htm)] [added: 12, 2021).†*](https://www.sec.gov/Archives/edgar/data/0000820313/000104746921000922/a2243183zdef14a.htm)] |