Amphenol (APH) 10-K risk factor changes: FY2022 vs FY2021

During [removed: 2021,] [added: 2022,] non-U.S. markets constituted approximately [removed: 71%] [added: 67%] of the Company’s net sales, with China constituting approximately [removed: 28%] [added: 26%] of the Company’s net sales.

The Company employs [removed: approximately] [added: nearly] 90% of its workforce outside the United States.

The Company’s customers are located throughout the [removed: world] [added: world,] and the Company has many manufacturing, administrative and sales facilities outside the United States.

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

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

| | ● | effects of significant changes in economic, monetary and/or fiscal policies in the United States and/or [removed: abroad] [added: abroad,] including [added: interest rate changes by the U.S. Federal Reserve or other international central banking systems, foreign currency fluctuations,] significant income tax [removed: changes, currency fluctuations] [added: changes] and inflationary pressures; |

| | ● | intergovernmental conflicts or actions, [removed: including] [added: including,] but not limited [removed: to] [added: to,] armed conflict, trade wars, cyberattacks and acts of terrorism or [removed: war;] [added: war, including the continuing military conflict between Russia and Ukraine and escalating tensions in bordering countries within the Eurozone;] |

| | ● | credit risks and other challenges in collecting accounts receivable; [added: and] |

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

We [removed: face significant risks related to] [added: may be negatively impacted by] adverse public health developments, including epidemics and [removed: pandemics] [added: pandemics,] such as the COVID-19 pandemic.

[removed: For example,] [added: Since early 2020,] the COVID-19 pandemic has [removed: affected] [added: disrupted] our offices and manufacturing facilities [removed: throughout] [added: around] the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

These disruptions have [removed: included] [added: included,] and may continue to [removed: include] [added: include,] government regulations that inhibit our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, [removed: supply-chain] [added: supply chain] interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers.

The Company and certain of its suppliers and customers [removed: are experiencing] [added: have experienced] difficulties obtaining certain raw materials and components, and the cost of most of the Company’s raw materials and components is increasing.

[removed: Recent] [added: In addition, recent] inflationary pressures have been exacerbated by [removed: the lower] [added: decreased] availability of, and increased prices for, freight and logistics, including air, sea and ground freight.

[removed: In addition, the] [added: The] Company may not be able to pass along increased raw material or component prices to its [removed: customers.][added: customers, and may not be able to procure and obtain sufficient quantities of raw materials and components at acceptable prices from our suppliers.]

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

In limited [removed: instances] [added: instances,] we depend on a single source of supply or participate in commodity markets that may be served by a limited number of suppliers.

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 [removed: tariffs,] [added: tariffs and import restrictions,] 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 [added: or intensified] by climate change and global warming.

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

Such [removed: extreme] [added: unpredictable] 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 [removed: future] business and sales, [added: changing costs or availability of insurance,] and/or [removed: damage to our] property [added: damage] or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.

Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign [removed: jurisdictions] [added: jurisdictions,] and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners.

[removed: However, there] [added: There] can be no assurance that [removed: these] [added: our] policies [added: and procedures designed for complying with applicable U.S. and international laws and regulations] will be effective in preventing our directors, officers, employees, subcontractors and agents from taking actions that violate these legal requirements.

The Company’s results [removed: have at times been] [added: can be positively or] negatively affected by [added: changes in] foreign currency exchange rates.

[removed: However, there can be no assurance that these actions will be fully effective in managing currency risk, including in the event of a] [added: A] significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide [removed: operations, which] [added: operations] could have an adverse effect on the Company’s business, financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations and cash flows.]

The Company is dependent on attracting, recruiting, hiring and retaining skilled employees, including [removed: 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 [added: core] management teams.

[removed: In addition, these] [added: The communications and automotive end] markets are [added: also] dominated by [removed: several] large [removed: manufacturers and operators who] [added: customers that] regularly exert [removed: significant pressure] [added: price pressures] on their suppliers, including the Company.

[removed: The Company’s failure to do so] [added: Periodic downturns in any of our customers’ end markets can significantly reduce demand for certain of our products, which] could have a material adverse effect on the Company’s business, financial condition and results of operations.

Approximately [removed: 4% and 5%] [added: 42%] of the Company’s [removed: 2021] [added: 2022] net sales came from sales to the [removed: broadband] communications [removed: and mobile networks markets, respectively.][added: industry.]

[removed: The amount of this] [added: Demand for products in these markets is generally subject to rapid technological change and/or] capital spending [removed: and, therefore, the Company’s sales and profitability] [added: by operators for constructing, rebuilding or upgrading their systems, all of which] could be affected by a variety of factors, including general economic conditions, consolidation within the [removed: communications] industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and [removed: regulation of operators.][added: regulation.]

Approximately [removed: 11%] [added: 9%] of the Company’s [removed: 2021] net sales came from sales to the military [added: end] market.

Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and foreign [removed: governments.][added: governments, which are subject to political and budgetary fluctuations and constraints.]

[removed: In addition, rapid] [added: Rapid] technological changes [removed: occurring in the communications industry] could also lead to the entry of new competitors of [removed: all] [added: various] sizes against whom we may not be able to successfully compete.

The Company has completed a number of acquisitions in recent years, including [removed: seven] [added: two] in [removed: 2021.][added: 2022.]

The Company has also experienced challenges at times following the acquisition of a new company or business, [removed: including] [added: including,] but not limited [removed: to:] [added: to,] managing the operations, manufacturing facilities and technology; maintaining and increasing the customer base; or retaining key employees, suppliers and distributors.

In certain limited cases, the Company has pursued indemnification claims against [removed: the seller or sellers] [added: seller(s)] of an acquired business for pre-acquisition liabilities, breaches of representations, warranties or covenants or for other reasons provided for in the relevant acquisition agreement.

To the extent we pursue indemnification claims against the [removed: seller or sellers] [added: seller(s)] of any acquired business, such [removed: seller or sellers] [added: seller(s)] may successfully contest such [removed: claims, such seller or sellers] [added: claims and/or] may not have the financial capacity to compensate us for such claims or such claims may otherwise be difficult or impractical to enforce.

We cannot predict or guarantee whether and to what extent anticipated cost savings, [removed: benefits] [added: benefits, margin improvements] and growth prospects will be achieved from recent or future acquisitions.

| | ● | a global or regional economic slowdown or recession in any of the Company’s end markets (or a prolonging or intensification of such a slowdown or recession), which could negatively affect the financial condition of our customers and result in reduced demand; |

During much of 2022, COVID-19 outbreaks in China resulted in local or regional government-imposed lockdowns and restrictions, which impacted the ability of several of our operations and manufacturing facilities to operate in the ordinary course.

As of December 31, 2022, there continue to be isolated COVID-19 outbreaks in certain regions of the world, particularly in China.

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, in 2021 and 2022, there were supply chain and logistical challenges that impacted the global economy, including our Company, and caused and continue to cause supply constraints and commodity price increases on certain raw materials and components used by the Company.

Globally, there continues to be an increased volume of cyber threats, ransomware attempts and social engineering attacks such as phishing and impersonation, and attackers increasingly use tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

In addition, the COVID-19 pandemic has increased cybersecurity risk as a result of global remote working dynamics that may continue into the future and present additional risk that threat actors will engage in social engineering (for example, phishing) and exploit vulnerabilities in corporate and non-corporate networks.

Ransomware attacks have become easier to execute, and with the rise of ransomware as a service, it has become an increasingly popular business model to lease or sell ransomware variants to anyone willing to pay the fee.

The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements, privacy laws and regulations around the world, for example, in the European Union, People’s Republic of China, and the state of California, which impose significant obligations for companies on how they collect, store, protect, process and transfer personal data and can impose significant fines for non-compliance.

Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business.

Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices.

Expectations regarding voluntary and potential mandatory ESG initiatives and disclosures may result in increased costs, changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition or results of operations.

In addition, an inability to receive or maintain favorable ESG ratings could negatively impact our reputation or impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations.

Unfavorable ESG ratings could also lead to increased negative investor sentiment towards us or our industry, which could negatively impact the share price of our Common Stock as well as our access to and cost of capital.

There can be no assurance that any or all actions taken by the Company to mitigate currency risk, such as locating factories in the same country or region in which products are sold, hedging contracts, cost reduction and pricing actions or working capital management, will be fully effective in successfully managing currency risk.

In addition, our business could also be adversely impacted by the ongoing increases in labor costs, including wages and benefits.

The Company is dependent on end market dynamics to sell its products, particularly in the communications, automotive and military end markets.

The Company is dependent on end market dynamics to sell its products, and our operating results could be adversely affected by cyclical and reduced demand in any of these markets.

Approximately 21% of the Company’s net sales came from the automotive industry.

The automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit conditions.

The Company also has similar financial and other covenants associated with its two-year, $750.0 million unsecured delayed draw term loan credit agreement (the “2022 Term Loan”) entered into in April 2022.

In addition to these credit agreements, the Company’s various senior notes also impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

While the Company is compliant with all such requirements as of December 31, 2022, there can be no assurance that the Company will remain in compliance with such requirements.

As a result of recent increases in the federal funds rate by the U.S. Federal Reserve, the floating interest rates related to our U.S. Commercial Paper Program increased substantially over the course of 2022, a trend that could continue throughout 2023.

Consequently, the Company currently expects the floating interest rates related to its U.S. Commercial Paper Program (as well as its Revolving Credit Facility and 2022 Term Loan, to the extent either are drawn upon in the future) to continue to increase in the first quarter of 2023 and potentially beyond, which is expected to result in increased interest expense in 2023 as compared to 2022.

In connection with this investigation, during the third quarter of 2022, in a meeting with representatives of the U.S. government, it was alleged that the Company likely violated various provisions of federal law, including violations under the civil False Claims Act, as discussed more fully in Note 14 of the Notes to Consolidated Financial Statements.

Furthermore, the U.S. government periodically audits our governmental contract costs,

The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes.

In addition, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes that restrict our ability to transact or deal with certain persons, countries, regions, and governments.

Further, in 2022, the U.S. Commerce Department’s Bureau of Industry Security released new export control regulations that restrict the provision to China of certain technology, software, manufacturing equipment and commodities that are used to make certain advanced computing integrated circuits (“ICs”) and supercomputers.

These changes include new restrictions on the ability of U.S. companies to provide certain services to any facility in China that manufactures certain advanced ICs.

In addition, we cannot ensure that our policies and procedures designed to maintain compliance with applicable rules and regulations will be effective in preventing instances of non-compliance.

On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.

Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.

The impact of these provisions, which became effective for Amphenol beginning on January 1, 2023, is dependent on several factors, including interpretive regulatory guidance, which has not yet been released.

outside the U.S. We cannot provide assurance that the patents that we hold or may obtain will provide meaningful protection against our competitors.

Our failure to comply with these local environmental laws and regulations could result in fines or other

There is increased public awareness regarding climate change.

In addition to government requirements, our customers are also increasingly imposing climate-related requirements on their suppliers, including us.

Any failure, or perceived failure, to comply with these requirements may result in reduced demand for our products, reputational harm, or other adverse impacts to our business.

In addition, there may be additional mandatory climate-related reporting obligations, and potentially GHG emissions reduction requirements, which would likely result in increased corporate- and operational general and administrative efforts and associated costs and expenses.

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 exacerbate the risks detailed in many of the other risk factors described below.

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.

| | ● | a global or regional economic slowdown in any of the Company’s market segments; |

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

| | ● | the impact of each of the foregoing on outsourcing and procurement arrangements. |

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.

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

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

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

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

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

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

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

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

| | ● | Certain subsets of our employee population continue to work in a “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. |

| | ● | 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. |

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

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

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.

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.

We have established policies and procedures designed to assist us and our personnel in complying with applicable U.S. and international laws and regulations.

The Company manages currency exposure risk in a number of ways, including producing its products in the same country or region in which the products are sold (thereby generating revenues and incurring expenses in the same currency), cost reduction and pricing actions, working capital management and hedging contracts.

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.

The Company is dependent on the communications industry, including information technology and data communications, wireless communications and broadband communications.

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

Demand for these products is subject

to rapid technological change.

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

There can be no assurance that the Company will be able to meet these standards or maintain competitive pricing and therefore continue to compete successfully in the communications industry.

Demand for the Company’s products in these markets depends primarily on capital spending by operators for constructing, rebuilding or upgrading their systems.

There can be no assurance that existing levels of capital spending will continue or that spending will not decrease.

Changes in defense expenditures may reduce the Company’s sales.

The following discussion and analysis of the [added: financial condition and] results of operations [removed: and financial condition] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).

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 [removed: 1A herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).][added: 1A.]

Refer to Note [removed: 1] [added: 11] of the Notes to Consolidated Financial Statements for further [removed: information] [added: details] related to the [removed: stock split.][added: completed divestiture of the Divested MTS business.]

In [removed: 2021,] [added: 2022,] approximately [removed: 71%] [added: 67%] of the Company’s sales were outside the United States.

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

[removed: A trend among] [added: For many years,] customers [removed: has] [added: have generally] been [removed: to consolidate] [added: consolidating] their lists of qualified suppliers to companies that have the ability to meet certain technical, quality, delivery and other standards while maintaining [added: geographic flexibility and] competitive prices.

The Company believes that its global presence is an important competitive [removed: advantage] [added: advantage,] as it allows the Company to provide quality products on a timely and worldwide basis to its multinational [removed: customers.][added: customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.]

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

This new alignment [removed: replaces] [added: replaced] our historic reportable business segments.

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

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

The Company [removed: will begin] [added: began] reporting [added: under] its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period [removed: ending] [added: ended] March 31, [removed: 2022, including the recasting of relevant prior year period segment information] [added: 2022 and] for [removed: conformity of presentation.][added: each quarterly period thereafter.]

For further details related to the Company’s change in its reportable business segments effective January 1, 2022, refer to Note [removed: 16] [added: 13] of the Notes to Consolidated Financial Statements herein.

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

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

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

[removed: | | ● |] [added: -] Expand global presence; [removed: |]

[removed: | | ● |] [added: -] Control costs; [removed: |]

[removed: | | ● |] [added: -] Pursue strategic acquisitions and investments; and [removed: |]

[removed: | | ● |] [added: -] Foster collaborative, entrepreneurial management. [removed: |]

In [removed: 2021,] [added: 2022,] the Company reported net sales, operating income and net income from continuing operations attributable to Amphenol Corporation of [removed: $10,876.3, $2,105.1] [added: $12,623.0, $2,585.8] and [removed: $1,569.4,] [added: $1,902.3,] respectively, representing an increase of [removed: 26%, 28%] [added: 16%, 23%] and [removed: 30%,] [added: 21%,] respectively, from [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2022,] the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of [removed: $42.8] [added: $56.0] related to stock-based compensation resulting from stock option [removed: exercises and (b) a discrete tax benefit of $19.9 related to the settlements of refund claims in a non-U.S. jurisdiction and the resulting adjustments to deferred taxes,] [added: exercises,] partially offset by [removed: (c)] [added: (b)] acquisition-related expenses of [removed: $11.5 ($10.7] [added: $21.5 ($18.4] after-tax) comprised primarily of [removed: external transaction costs] [added: the amortization] related to [added: the value associated with acquired backlog resulting from two] acquisitions that [removed: were announced or closed.][added: closed in 2022,]

Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income from continuing operations attributable to Amphenol Corporation, [added: each] as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7, increased by [removed: 32%] [added: 20%] and [removed: 34%,] [added: 20%,] respectively, in [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of [removed: its] [added: the Company’s Class A] Common [removed: Stock,] [added: Stock (“Common Stock”),] pay dividends and reduce indebtedness.

In [removed: 2021,] [added: 2022,] the Company generated Operating Cash Flow of [removed: $1,523.9] [added: $2,174.6] and Free Cash Flow of [removed: $1,167.2.][added: $1,796.4.]

[removed: The] [added: Since early 2020, the] COVID-19 pandemic has [removed: affected] [added: disrupted] our offices and manufacturing facilities [removed: throughout] [added: around] the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

These disruptions have [removed: included] [added: included,] and may continue to [removed: include] [added: include,] government regulations that inhibit our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, [removed: supply-chain] [added: supply chain] interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers.

[removed: Given these uncertainties, we expect] [added: The extent to which] the [added: COVID-19] pandemic [removed: to] [added: will] continue to [removed: have an] impact [removed: on] our business, operations, financial condition, liquidity and results of operations in [removed: 2022] [added: 2023] and [removed: potentially beyond.][added: beyond remains uncertain and unpredictable.]

_Risk [removed: Factors_.][added: Factors_ herein.]

| ​ | | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | | ​ | [removed: 2019] [added: 2020] | | ​ |

| Cost of sales | | [removed: 68.7] [added: 68.1] | ​ | ​ | [removed: 69.0] [added: 68.7] | ​ | ​ | [removed: 68.2] [added: 69.0] | ​ | ​ |

| Acquisition-related expenses | | [removed: 0.6] [added: 0.2] | ​ | ​ | [removed: 0.1] [added: 0.6] | ​ | ​ | [removed: 0.3] [added: 0.1] | ​ | ​ |

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

| Operating income | | [removed: 19.4] [added: 20.5] | ​ | ​ | [removed: 19.1] [added: 19.4] | ​ | ​ | [removed: 19.7] [added: 19.1] | ​ | ​ |

| Interest expense | | [removed: (1.1)] [added: (1.0)] | ​ | ​ | [removed: (1.3)] [added: (1.1)] | ​ | ​ | [removed: (1.4)] [added: (1.3)] | ​ | ​ |

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

| Income from continuing operations before income taxes | | [removed: 18.3] [added: 19.5] | ​ | ​ | [removed: 17.8] [added: 18.3] | ​ | ​ | [removed: 18.2] [added: 17.8] | ​ | ​ |

| Provision for income taxes | | [removed: (3.8)] [added: (4.4)] | ​ | ​ | [removed: (3.7)] [added: (3.8)] | ​ | ​ | [removed: (4.1)] [added: (3.7)] | ​ | ​ |

| Net income from continuing operations | | [removed: 14.5] [added: 15.2] | ​ | ​ | [removed: 14.1] [added: 14.5] | ​ | ​ | 14.1 | ​ | ​ |

| Net income from continuing operations attributable to Amphenol Corporation | ​ | [removed: 14.4] [added: 15.1] | ​ | ​ | [removed: 14.0] [added: 14.4] | ​ | ​ | 14.0 | ​ | ​ |

_Risk Factors_ herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).

_Reportable Business Segments_

- _Harsh Environment Solutions_ – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products for use in the industrial, military, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

- _Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, together with antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and military end markets.

- _Interconnect and Sensor Systems_ – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, military and commercial aerospace end markets.

Throughout this Annual Report, the Company is reporting under the new reportable segments structure, which includes the recasting of relevant segment information for the years ended December 31, 2021 and 2020, in order to enable year-over-year segment comparisons.

along with external transaction costs.

During much of 2022, COVID-19 outbreaks in China resulted in local or regional government-imposed lockdowns and restrictions, which impacted the ability of several of our operations and manufacturing facilities to operate in the ordinary course.

As of December 31, 2022, there continue to be isolated COVID-19 outbreaks in certain regions of the world, particularly in China, but these outbreaks have not had a significant impact on our operations.

Inflation Reduction Act of 2022

On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.

Companies will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT.

The impact of these provisions, which became effective for Amphenol beginning on January 1, 2023, is dependent on several factors, including interpretive regulatory guidance, which has not yet been released.

The Company has reviewed and assessed the provisions of the IRA, including several other non-tax related provisions, and the Company does not currently believe that the IRA will have a material impact on its financial condition, results of operations, liquidity and cash flows.

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

2022 Compared to 2021

The increase in net sales in 2022 was driven by robust growth across all three reportable business segments, as described below.

From a market standpoint, the increase in net sales was driven by robust organic growth across most end markets, including the automotive, informational technology and data communications, industrial, broadband communications and commercial aerospace markets, moderate organic growth in the military, mobile networks and mobile devices markets, and contributions from the Company’s acquisition program.

Net sales to the automotive market increased (approximately $470.1), reflecting broad-based growth across our global automotive market, including the Company’s strength in next-generation electronics, in particular electric and hybrid drive trains, power management, infotainment communications, antenna and antenna assemblies, charging stations, and safety and security systems.

Net sales to the broadband communications market increased (approximately $241.2), driven by increased overall demand from broadband service operators related to data network upgrades and expansions, along with contributions from acquisitions.

Net sales to the commercial aerospace market increased (approximately $85.6), primarily due to the continued recovery in travel and demand for aircraft, along with contributions from acquisitions.

Net sales to the military market increased (approximately $47.9), driven by strength in space-related applications, unmanned aerial vehicles, ground vehicles, and avionics, as well as contributions from acquisitions.

Net sales to the mobile networks market increased (approximately $46.4), driven by a continued recovery in demand from mobile networks equipment manufacturers and mobile operators, along with contributions from acquisitions.

Net sales in the Harsh Environment Solutions segment (approximately 25% of net sales) increased 13% in U.S. dollars, 16% in constant currencies and 15% organically, in 2022, compared to 2021.

The sales growth in 2022 was driven by strong organic growth across several end markets, in particular the information technology and data communications, broadband communications and automotive markets, and moderate organic growth in the mobile devices, industrial and mobile networks markets, along with contributions from the Company’s acquisition program.

The sales growth in 2022 was driven primarily by strong organic growth in the automotive, industrial, information technology and data communications, military and commercial aerospace markets, along with contributions from the Company’s acquisition program, partially offset by a moderate decline in the mobile networks market.

| Harsh Environment Solutions | ​ | $ | 3,107.2 | | $ | 2,752.2 | ​ | 13 | % | ​ | (4) | % | ​ | 16 | % | ​ | 2 | % | ​ | 15 | % | ​ |

| Communications Solutions | ​ | ​ | 5,652.4 | ​ | ​ | 4,832.1 | ​ | 17 | % | ​ | (2) | % | ​ | 19 | % | ​ | 5 | % | ​ | 13 | % | ​ |

| Interconnect and Sensor Systems | ​ | | 3,863.4 | ​ | | 3,292.0 | ​ | 17 | % | ​ | (5) | % | ​ | 23 | % | ​ | 5 | % | ​ | 18 | % | ​ |

| Consolidated | ​ | $ | 12,623.0 | ​ | $ | 10,876.3 | ​ | 16 | % | ​ | (3) | % | ​ | 19 | % | ​ | 4 | % | ​ | 15 | % | ​ |

| United States | ​ | $ | 4,155.2 | | $ | 3,155.9 | ​ | 32 | % | ​ | — | % | ​ | 32 | % | ​ | 9 | % | ​ | 23 | % | ​ |

| Foreign | ​ | | 8,467.8 | ​ | | 7,720.4 | ​ | 10 | % | ​ | (4) | % | ​ | 14 | % | ​ | 2 | % | ​ | 12 | % | ​ |

| Consolidated | ​ | $ | 12,623.0 | ​ | $ | 10,876.3 | ​ | 16 | % | ​ | (3) | % | ​ | 19 | % | ​ | 4 | % | ​ | 15 | % | ​ |

Selling, general and administrative expenses as a percentage of net sales in 2022 remained flat as the leverage on the higher sales volumes during the year was offset by the MTS Sensors business, acquired in early 2021, having higher selling, general and administrative expenses as a percentage of net sales compared to the average of the Company.

Selling and marketing expenses increased $98.1 in 2022 compared to 2021, and represented approximately 4.1% of net sales in 2022 and 3.8% of net sales in 2021.

Operating income was $2,585.8, or 20.5% of net sales in 2022, compared to $2,105.1, or 19.4% of net sales in 2021.

Operating income in 2021 included acquisition-related expenses of $70.4, comprised primarily of transaction, severance, restructuring and certain non-cash purchase accounting costs related to the acquisition of MTS in the second quarter of 2021, along with external transaction costs and certain non-cash purchase accounting costs related to the acquisition of Halo in the fourth quarter of 2021.

Operating income for the Harsh Environment Solutions segment in 2022 was $801.6, or 25.8% of net sales, compared to $708.2, or 25.7% of net sales in 2021.

The slight increase in operating margin for the Harsh Environment Solutions segment for 2022 compared to 2021 was primarily driven by normal operating leverage on the higher sales volumes, combined with the benefit of pricing actions, which were largely offset by the impact of the more challenging cost environment experienced in 2022.

The increase in operating margin for the Communications Solutions segment for 2022 compared to 2021 was primarily driven by normal operating leverage on the higher sales volumes, combined with the benefit of pricing actions, partially offset by the impact of the more challenging cost environment experienced in 2022.

Stock Split

On January 27, 2021, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”).

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

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

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

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

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

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.

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

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

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.

| Loss on early extinguishment of debt | ​ | — | ​ | ​ | — | ​ | ​ | (0.2) | ​ | ​ |

market and contributions from the Company’s acquisition program.

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.

| Interconnect Products and Assemblies | ​ | $ | 10,430.9 | | $ | 8,229.9 | ​ | 27 | % | ​ | 2 | % | ​ | 25 | % | ​ | 6 | % | ​ | 19 | % | ​ |

| Cable Products and Solutions | ​ | | 445.4 | ​ | | 369.0 | ​ | 21 | % | ​ | — | % | ​ | 20 | % | ​ | 5 | % | ​ | 15 | % | ​ |

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

2020 Compared to 2019

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

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

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

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

Net sales

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

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

The decrease in net sales in the Cable Products and Solutions segment was largely driven by the negative impact of the COVID-19 pandemic primarily during the first half of 2020, as well as an overall weakness in market demand.

| Interconnect Products and Assemblies | ​ | $ | 8,229.9 | | $ | 7,840.3 | ​ | 5 | % | ​ | 1 | % | ​ | 4 | % | ​ | 2 | % | ​ | 2 | % | ​ |

| Cable Products and Solutions | ​ | | 369.0 | ​ | | 385.1 | ​ | (4) | % | ​ | (3) | % | ​ | (1) | % | ​ | — | % | ​ | (1) | % | ​ |

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

| United States | ​ | $ | 2,494.0 | | $ | 2,524.7 | ​ | (1) | % | ​ | — | % | ​ | (1) | % | ​ | 4 | % | ​ | (5) | % | ​ |

| Foreign | ​ | | 6,104.9 | ​ | | 5,700.7 | ​ | 7 | % | ​ | 1 | % | ​ | 7 | % | ​ | 2 | % | ​ | 5 | % | ​ |

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

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

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

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

Operating income for the Cable Products and Solutions segment in 2020 was $35.4, or 9.6% of net sales, compared to $39.5, or 10.2% of net sales in 2019.

The decrease in operating margin for the Cable Products and Solutions segment in 2020 compared to 2019 was primarily driven by lower volumes as well as the negative impact of the COVID-19 pandemic, primarily during the first half of 2020.

The Company attempts to [removed: manage] [added: mitigate] currency [removed: exposure] risk in a number of [removed: ways including producing its products] [added: ways, such as locating factories] in the same country or region in which [removed: the] products are [removed: sold (thereby generating revenues and incurring expenses in the same currency),] [added: sold, hedging contracts,] cost reduction and pricing [removed: actions,] [added: actions or] working capital [removed: management and hedging contracts.][added: management.]

However, there can be no assurance that [removed: these] [added: any or all such] actions [added: taken by the Company] will be fully effective in [added: successfully] managing currency risk, including in the event of a significant and sudden decline in the value of any of the foreign currencies of the Company’s worldwide operations.

[removed: In May 2020, one] [added: One] of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) [added: has two outstanding unsecured senior notes] issued [removed: €500.0 (approximately $545.4)] [added: in Europe (collectively, the “Euro Notes”), each of which were issued with a] principal amount of [removed: unsecured 0.750% senior notes (“2026 Euro Notes”) due May 4, 2026.][added: €500.0.]

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

As of December 31, [removed: 2021,] [added: 2022,] the fair value of such foreign exchange forward contracts was not material.

A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

As of December 31, [removed: 2021,] [added: 2022,] the Company does not have any significant concentration of exposure with any one counterparty.

The Company currently has various fixed rate [removed: series of] senior notes [removed: outstanding over] [added: outstanding, in both the United States and Europe, with] various maturity dates, [removed: one] [added: the most recent] of which was issued in [removed: 2021 and two in 2020.][added: 2021.]

Any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that [removed: varies] [added: varies,] based on the Company’s debt [removed: rating] [added: 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”).

As of December 31, [removed: 2020,] [added: 2022 and 2021,] there were no outstanding borrowings under the [removed: U.S.] [added: Revolving Credit Facility, 2022 Term Loan, and Euro] Commercial Paper Program.

A 10% change in the interest rate at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] under our Revolving Credit [removed: Facility] [added: Facility, 2022 Term Loan] or Commercial Paper Programs would not have a material effect on interest expense.

[removed: The] [added: Although the] Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2022, although] [added: 2023, primarily due to our current expected limited reliance on borrowings tied to floating rates of interest,] there can be no [removed: assurances] [added: assurance] that interest rates will not change [removed: significantly.][added: significantly from current levels.]

The 0.750% Euro Senior Notes, which were issued in May 2020, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018, mature on October 8, 2028.

The Company and the Euro Issuer also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue, outside of the United States, short-term unsecured commercial paper notes.

Similarly, any borrowings under the two-year, $750.0 unsecured delayed draw term loan credit agreement (the “2022

Term Loan”) entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR.

As of December 31, 2022, approximately $640, or 14%, of the Company’s outstanding borrowings, primarily under the U.S. Commercial Paper Program, were subject to floating interest rates; the Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2022 was 4.69%.

As a result of recent increases in the federal funds rate by the U.S. Federal Reserve, the floating interest rates related to our U.S. Commercial Paper Program increased substantially over the course of 2022, a trend that could continue throughout 2023.

Consequently, the Company currently expects the floating interest rates related to its U.S. Commercial Paper Program (as well as its Revolving Credit Facility and 2022 Term Loan, to the extent either are drawn upon in the future) to continue to increase in the first quarter of 2023 and potentially beyond, which is expected to result in increased interest expense in 2023 as compared to 2022.

*​*

In October 2018, (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, 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”).

In May 2020, the Euro Issuer issued the unsecured 2026 Euro Notes, the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.

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

As of December 31, 2021 and 2020, there were no outstanding borrowings under the Revolving Credit Facility and Euro Commercial Paper Program.

The Company estimates, based on [added: recent] reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately [removed: $215] [added: $235] billion in [removed: 2021.][added: 2022.]

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

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

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

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

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

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

[removed: Information] [added: For further details related to the Company’s reportable business segments, information] regarding the Company’s operations and [removed: assets] [added: results] by [removed: reporting] [added: reportable] segment, as well as the Company’s net sales and long-lived assets by geographic area, [removed: appears in] [added: refer to] Note [removed: 14] [added: 13] of the Notes to Consolidated Financial [removed: Statements.][added: Statements, which is incorporated herein by reference.]

[removed: _New Reportable] [added: _Reportable] Business Segments [removed: effective January 1,] [added: prior to] 2022_

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

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

This new [removed: alignment] [added: alignment, which replaced our historical reportable business segments,] reinforces the Company’s entrepreneurial culture and the clear accountability of each of our business unit general managers, while enhancing the scalability of [added: Amphenol’s business for the future.]

The Company [removed: will begin] [added: began] reporting [added: under] its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period [removed: ending] [added: ended] March 31, [removed: 2022, including the recasting of relevant prior year period segment information] [added: 2022 and] for [removed: conformity of presentation.][added: each quarterly period thereafter.]

[removed: The] [added: Since early 2020, the] COVID-19 pandemic has [removed: affected] [added: disrupted] our offices and manufacturing facilities [removed: throughout] [added: around] the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

These disruptions have [removed: included] [added: included,] and may continue to [removed: include] [added: include,] government regulations that inhibit our ability to operate certain of our facilities in the ordinary course, travel restrictions, supplier constraints, [removed: supply-chain] [added: supply chain] interruptions, logistics challenges and limitations, labor disruptions and reduced demand from certain customers.

[removed: Given these uncertainties, we expect] [added: The extent to which] the [added: COVID-19] pandemic [removed: to] [added: will] continue to [removed: have an] impact [removed: on] our business, operations, financial condition, liquidity and results of operations in [removed: 2022] [added: 2023] and [removed: potentially beyond.][added: beyond remains uncertain and unpredictable.]

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

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

| | ● | _Pursue broad market diversification_ - The Company constantly strives to increase the diversity of its markets, customers, applications and products. Due to the tremendous variety of opportunities in the electronics industry, management believes that it is important to [removed: ensure participation] [added: participate] 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 [added: one] particular market, thereby reducing the variability of our financial performance. An overview of the Company’s market and product participation is described under “Markets”. |

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

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

| | [added: ●] | [added: _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, [removed: dealing] [added: working] with suppliers and vendors in a fair but prudent way to ensure a 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 [removed: 2021, as inflationary pressures] [added: 2021] and [added: 2022, as] supply chain challenges [added: and inflationary pressures] 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. [removed: Accordingly,] [added: As a result,] we continue to pursue acquisitions of [removed: high potential] [added: high-potential] companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence. [removed: Furthermore, we] [added: 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 [added: 2022, the Company invested approximately $288 million to fund two acquisitions, while in] 2021, the Company invested approximately $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 seven acquisitions, including the acquisitions of MTS’s Sensors business in April 2021 and Halo Technology Limited (“Halo”) in December 2021. [removed: In 2020, the Company invested approximately $50 million to fund two acquisitions.] Our acquisitions in [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] have strengthened our customer base and product offerings in many of our end [removed: markets.] [added: markets and have brought a number of high-performing new management teams into the Company.] |

| | ● | _Foster collaborative, entrepreneurial management_ - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure. Each general manager is incented to grow and develop [removed: his or her] [added: their] 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. 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 [removed: Divisions,] [added: divisions,] which [removed: will] represent the newly formed reportable segments effective January 1, 2022, [removed: is another step in enhancing] [added: reinforces this culture and clear accountability, and enhances] the scalability of the Company’s entrepreneurial organization. |

For a discussion of certain risks related to the Company’s [added: end] markets, refer to the subsection titled “Risks [removed: related] [added: Related] to our [removed: end markets”] [added: End Markets”] included in Part I, Item 1A.

Sales into the automotive market represented approximately [removed: 20%] [added: 21%] of the Company’s net sales in [removed: 2021,] [added: 2022,] with sales into the following primary end applications:

| [removed: |] ● [removed: |] antennas | [added: | ● lighting |]

| [removed: |] ● [removed: |] charging stations | [added: ​ | ● passenger connectivity |]

| [removed: |] ● [removed: |] electric vehicles | [added: ​ | ● power management |]

| [removed: |] ● [removed: |] engine management and control | [added: ​ | ● safety and security systems |]

| [removed: |] ● [removed: |] exhaust monitoring and cleaning | [added: ​ | ● sensing systems |]

| [removed: |] ● [removed: |] hybrid vehicles | [added: ​ | ● telematics systems |]

| [removed: |] ● [removed: |] infotainment and communications | [added: ​ | ● transmission systems |]

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

Sales into the broadband communications market represented approximately [removed: 4%] [added: 5%] of the Company’s net sales in [removed: 2021,] [added: 2022,] with sales into the following primary end applications:

| [removed: |] ● [removed: |] cable, satellite [removed: and] [added: &] telecommunications networks | [added: | ● network switching equipment |]

| [removed: |] ● [removed: |] customer premises equipment | [added: ​ | ● satellite interface devices |]

| [removed: |] ● [removed: |] high-speed internet hardware | [added: ​ | ● set-top boxes |]

Sales into the commercial aerospace market represented approximately [removed: 2%] [added: 3%] of the Company’s net sales in [removed: 2021,] [added: 2022,] with sales into the following primary end applications:

| [removed: |] ● [removed: |] aircraft and airframe power distribution | [added: | ● in-flight entertainment |]

Reportable Business Segments

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| % of 2022 Net Sales: | | 25% | | 45% | | 30% |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Throughout this Annual Report, the Company is reporting under the new reportable segments structure, which includes the recasting of relevant segment information for the years ended December 31, 2021 and 2020, in order to enable year-over-year segment comparisons.

During much of 2022, COVID-19 outbreaks in China resulted in local or regional government-imposed lockdowns and restrictions, which impacted the ability of several of our operations and manufacturing facilities to operate in the ordinary course.

As of December 31, 2022, there continue to be isolated COVID-19 outbreaks in certain regions of the world, particularly in China, but these outbreaks have not had a significant impact on our operations.

| | | The Company is also able to take advantage of the lower manufacturing costs in some regions, and has established low-cost manufacturing and assembly facilities around the world. |

| ​ | ​ | ​ |

| | ​ | ​ |

| ​ | ​ | ​ |

| ​ | ​ | |

| ● instrumentation | ​ | ● semiconductor manufacturing equipment |

| ​ | ​ | ​ |

| ​ | ​ | |

| ​ | ​ | ​ |

| ​ | ​ | |

| ​ | ​ | ​ |

| ​ | ​ | |

portfolio of products.

This strategy has been, and continues to be, critical to the Company’s ability to mitigate supply chain constraints and a higher inflationary environment, such as those experienced in 2021 and 2022.

The Company generally focuses its research and

These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company.

As of December 31, 2022, while some of the supply chain and logistical challenges have eased, inflation continues to impact the cost of certain raw materials and components used by the Company.

For a discussion of certain risks related to cybersecurity, refer to the risk factor titled “_Cybersecurity incidents affecting our information technology systems could disrupt business operations or cause the release of highly sensitive confidential information, resulting in adverse impacts to our reputation and operating results and potentially leading to litigation and/or governmental investigations and fines_” in Part I, Item 1A.

Environmental Matters

_Risk Factors_ herein.

Government Regulation

As a global company, we are subject to various laws and regulations applicable to parties doing business with the U.S. and other governments, including laws and regulations governing reporting obligations, interactions with government officials, performance of government contracts, the use and treatment of government furnished property and the nature of materials used in our products.

In addition, the Company and its products are subject to import and export regulations present in each of the various jurisdictions in which we operate around the world.

Certain of our products, including purchased components of such products, are subject to U.S. and non-U.S. export control laws and regulations, and may be exported only with the required export license or through an export license exception.

The issuances of such licenses, in particular within the military market, are subject to complex laws and regulations that could change frequently and with limited notice, depending on the jurisdiction, geopolitical events or other factors.

The Company has systems in place to apply for licenses and to maintain compliance with any such regulations.

Separately, we are required to comply with certain U.S. and non-U.S. economic sanctions and trade embargoes.

For a discussion of certain risks related to government regulation, including export and import controls and sanctions, refer to the risk factors titled “_The Company must comply with complex U.S. governmental export and import controls as well as economic sanctions and trade embargoes_,” “_Our business and financial results may be adversely affected by government contracting risks_,” and “_Our international operations require us to comply with anti-corruption laws and regulations of the U.S. government and various foreign jurisdictions, and our business reputation and financial results may be impaired by improper conduct by any of our employees, customers, suppliers, distributors or any other business partners_,” in Part I, Item 1A.

_Risk Factors_ herein.

Environmental, Social and Corporate Governance

The Company publishes an annual sustainability report (“Sustainability Report”) to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics.

The Sustainability Report is designed to inform and engage the Company’s broad range of ESG stakeholders, such as employees, suppliers, customers, governments, community members and investors, among others.

Our 2021 Sustainability Report was prepared with reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified as material under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.

| | | | | |

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

| Reporting Segment | | Interconnect Products and Assemblies | | Cable Products and Solutions |

| ​ | ​ | ​ | ​ | ​ |

| % of 2021 Net Sales: | ​ | 96% | ​ | 4% |

| ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ |

*​*

This new alignment replaces our historic reportable business segments.

Amphenol’s business for the future.

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:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 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 |

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.

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

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

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 |

| | ● | lighting |

| | ● | passenger connectivity |

| | ● | power management |

| | ● | safety and security systems |

| | ● | sensing systems |

| | ● | telematics systems |

| | ● | transmission systems |

| | ● | network switching equipment |

| | ● | satellite interface devices |

| | ● | set-top boxes |

| | ● | avionics |

| | ● | in-flight entertainment |

| | ● | lighting and control systems |

| | ● | entertainment |

| | ● | instrumentation |

| | ● | marine |

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

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

As of June 30, [removed: 2021,] [added: 2022,] 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: $36,303] [added: $33,606] million.

As of January 31, [removed: 2022,] [added: 2023,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 598,939,773.][added: 594,604,514.]

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

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

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

| ​ | ​ | [Customers and Geographies](#CustomersandGeographies_827254) | ​ | [removed: 9] [added: 7] |

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

| ​ | ​ | [Research and Development](#ResearchandDevelopment_193677) | ​ | [removed: 10] [added: 8] |

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

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

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

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

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

| ​ | ​ | [Cybersecurity](#Cybersecurity_590526) | ​ | [removed: 13] [added: 10] |

| ​ | ​ | [Environmental [removed: Matters](#EnvironmentalMatters_915879)] [added: Matters](#Environmental_Matters)] | ​ | [removed: 13] [added: 10] |

| ​ | [Item 1A.](#Item1ARiskFactors_212400) | [Risk Factors](#Item1ARiskFactors_212400) | ​ | [removed: 14] [added: 13] |

| ​ | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | ​ | [removed: 23] [added: 22] |

| ​ | [Item 2.](#Item2Properties_897531) | [Properties](#Item2Properties_897531) | ​ | [removed: 24] [added: 23] |

| ​ | [Item 3.](#Item3LegalProceedings_984388) | [Legal Proceedings](#Item3LegalProceedings_984388) | ​ | [removed: 24] [added: 23] |

| ​ | [Item 4.](#Item4MineSafetyDisclosures_949251) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_949251) | ​ | [removed: 24] [added: 23] |

| ​ | [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 25] [added: 24] |

| ​ | [Item 6.](#Item6) | [\[Reserved\]](#Item6) | ​ | [removed: 26] [added: 25] |

| ​ | [Item 7.](#Item7ManagementsDiscussionandAnalysisofF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [removed: 27] [added: 26] |

| ​ | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 47] [added: 48] |

| ​ | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 49] [added: 50] |

| ​ | ​ | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | ​ | [removed: 49] [added: 50] |

| ​ | ​ | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | ​ | [removed: 51] [added: 52] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | ​ | [removed: 52] [added: 53] |

| ​ | ​ | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | ​ | [removed: 53] [added: 54] |

| ​ | ​ | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | ​ | [removed: 54] [added: 55] |

| ​ | ​ | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | ​ | [removed: 55] [added: 56] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | ​ | [removed: 56] [added: 57] |

| ​ | [Item 9C.](#Item9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C) | ​ | [removed: 95] [added: 94] |

| ​ | [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 96] [added: 95] |

| ​ | [Item 11.](#Item11ExecutiveCompensation_611183) | [Executive Compensation](#Item11ExecutiveCompensation_611183) | ​ | [removed: 96] [added: 95] |

| ​ | [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: 96] [added: 95] |

| ​ | [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: 96] [added: 95] |

| ​ | [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accountant Fees and Services](#Item14PrincipalAccountingFeesandServices) | ​ | [removed: 96] [added: 95] |

| ​ | ​ | [Reportable Business Segments](#Reportable_Business_Segments) | ​ | 2 |

| ​ | ​ | [Government Regulation](#Government_Regulation) | ​ | 11 |

| ​ | ​ | [Environmental, Social and Corporate Governance](#Sustainability_854061) | ​ | 11 |

| ​ | ​ | [_Sustainability Report_](#Sustainability_Report) | ​ | 11 |

| [Signatures](#Signatures_746471) | | | ​ | 100 |

Our forward-looking statements may also be impacted by, among other things, future tax, regulatory and other legal changes that may arise in any of the jurisdictions in which we operate._

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

| ​ | ​ | ​ |

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

| [Signature of the Registrant](#Signatures_746471) | | | ​ | 101 |

| [Signatures of the Directors](#Signatures_746471) | | | ​ | 101 |

The Company’s fixed assets include [removed: plants] [added: factories] and warehouses and a substantial quantity of machinery and equipment.

The Company’s [removed: plants,] [added: factories,] warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of its facilities are in regular use.

At December 31, [removed: 2021,] [added: 2022,] the Company operated approximately [removed: 230] [added: 240] manufacturing facilities with approximately [removed: 22.0] [added: 24.0] million square feet, of which approximately [removed: 15.0] [added: 17.0] million square feet were leased.

Manufacturing facilities located in the U.S. had approximately 4.0 million square feet, of which approximately [removed: 1.5] [added: 2.0] million square feet were leased.

Manufacturing facilities located outside the U.S. had approximately [removed: 18.0] [added: 20.0] million square feet, of which approximately [removed: 13.5] [added: 15.0] million square feet were leased.

The square footage by segment related to our manufacturing facilities was approximately [removed: 21.0] [added: 7.0] million square [added: feet, 10.0 million square] feet and [removed: approximately 1.0] [added: 7.0] million square feet for the [removed: Interconnect Products and Assemblies segment] [added: Harsh Environment Solutions segment, Communications Solutions segment,] and [removed: the Cable Products] [added: Interconnect] and [removed: Solutions] [added: Sensor Systems] segment, respectively.

The Company believes that its facilities are suitable and adequate for [removed: the] [added: its] business [removed: conducted therein] and are being appropriately utilized for their intended purposes.

Utilization of the facilities varies based on demand for the [added: relevant] products.

The Company [removed: continuously] [added: regularly] reviews its anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities.

As of January 31, [removed: 2022,] [added: 2023,] there were 32 holders of record of the Company’s Common Stock.

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, [removed: 2021] [added: 2022] with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index.

This graph assumes that $100 was invested in our Common Stock and each index on December 31, [removed: 2016,] [added: 2017,] reflects reinvested 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,] [added: Company’s Board of Directors (the “Board”),] the Company 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: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| First Quarter | ​ | $ | [removed: 0.145] [added: 0.20] | ​ | $ | [removed: 0.125] [added: 0.145] |

| Second Quarter | ​ | | [removed: 0.145] [added: 0.20] | ​ | | [removed: 0.125] [added: 0.145] |

| Third Quarter | ​ | | [removed: 0.145] [added: 0.20] | ​ | | [removed: 0.125] [added: 0.145] |

| Fourth Quarter | ​ | | [removed: 0.20] [added: 0.21] | ​ | | [removed: 0.145] [added: 0.20] |

| Total | ​ | $ | [removed: 0.635] [added: 0.81] | ​ | $ | [removed: 0.52] [added: 0.635] |

Dividends declared and paid for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] _(in millions)_ were as follows:

| Dividends declared | | | | ​ | $ | [removed: 379.7] [added: 482.6] | ​ | $ | [removed: 310.0] [added: 379.7] |

| Dividends paid (including those declared in the prior year) | | | | ​ | | [removed: 346.7] [added: 477.4] | ​ | | [removed: 297.6] [added: 346.7] |

[removed: In] [added: On] April [removed: 2018,] [added: 27, 2021,] the Board authorized a stock repurchase program under which the Company [removed: could] [added: may] purchase up to $2.0 billion of [removed: its] Common Stock during the three-year period ending April [removed: 24, 2021] [added: 27, 2024] (the [removed: “2018] [added: “2021] Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

During the [added: three months and] year ended December 31, [removed: 2021,] [added: 2022,] the Company repurchased [removed: 3.1] [added: 2.3] million [added: and 9.9 million] shares of its Common Stock for [removed: $203.8] [added: $170.4] million [added: and $730.5 million, respectively,] under the [removed: 2018] [added: 2021] Stock Repurchase Program.

Of the total repurchases made in [removed: 2021] [added: 2022] under the [removed: 2018] [added: 2021] Stock Repurchase Program, [removed: 0.3] [added: 9.3] million shares, or [removed: $19.8] [added: $689.7] million, [removed: were] [added: have been retired by the Company, with the remainder of the repurchased shares being] retained in Treasury stock at the time of [removed: repurchase; the remaining 2.8 million shares, or $184.0 million, were retired by the Company.][added: repurchase.]

From January 1, [removed: 2022] [added: 2023] through January 31, [removed: 2022,] [added: 2023,] the Company repurchased 0.6 million additional shares of its Common Stock for [removed: $50.0 million under the 2021 Stock Repurchase Program,] [added: $48.8 million,] and, as of February 1, [removed: 2022,] [added: 2023, the Company] has remaining authorization to purchase up to [removed: $1,492.1] [added: $762.8] million of its Common Stock under the 2021 Stock Repurchase Program.

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

The Company’s stock repurchases during the three months and year ended December 31, [removed: 2021] [added: 2022] were as follows:

| Fourth Quarter [removed: - 2021:] [added: – 2022:] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | | 2022 | | | 2021 | |

| ​ | | ​ | ​ | ​ | 2022 | | ​ | 2021 | |

Amphenol has a history of paying quarterly cash dividends.

While the Company currently expects a cash dividend to be paid in the future, future dividend payments remain within the discretion of the Board and are dependent on our financial results, liquidity, capital requirements, financial condition, compliance with financial covenants and requirements, and other factors considered relevant by the Board.

| First Quarter – 2022 | ​ | 2,627,497 | ​ | $ | 77.62 | ​ | 2,627,497 | ​ | $ | 1,338.1 | ​ |

| Second Quarter – 2022 | ​ | 2,662,651 | ​ | ​ | 69.85 | ​ | 2,662,651 | ​ | ​ | 1,152.2 | ​ |

| Third Quarter – 2022 | ​ | 2,355,646 | ​ | ​ | 72.21 | ​ | 2,355,646 | ​ | ​ | 982.1 | ​ |

| October 1 to October 31, 2022 | | 738,500 | ​ | | 70.08 | | 738,500 | | ​ | 930.3 | ​ |

| November 1 to November 30, 2022 | | 810,218 | ​ | | 77.74 | | 810,218 | | ​ | 867.3 | ​ |

| December 1 to December 31, 2022 | | 711,424 | ​ | | 78.30 | | 711,424 | | $ | 811.6 | ​ |

| ​ | ​ | 2,260,142 | ​ | ​ | 75.41 | ​ | 2,260,142 | ​ | ​ | ​ | ​ |

| Total – 2022 | | 9,905,936 | ​ | $ | 73.74 | | 9,905,936 | | ​ | ​ | ​ |

Stock Split

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

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

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

As a result of the stock split, stockholders received one additional share of Common Stock for each share held 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 | |

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

The Company’s Revolving Credit Facility contains restrictions that may limit the Company’s ability to pay dividends, and any future indebtedness that the Company may incur could also limit its ability to pay dividends.

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.

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.

Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 0.4 million shares, or $33.0 million, have been retained in Treasury stock at the time of repurchase; the remaining 5.8 million shares, or $424.9 million, have been or will be retired by the Company.

| 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 | | ​ | ​ | ​ |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

The Company has unrecognized tax benefits of [removed: $182.2] [added: $199.9] million, including penalties and interest, as of December 31, [removed: 2021.][added: 2022.]

| ​ | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 10,876.3] [added: 12,623.0] | ​ | $ | [removed: 8,598.9] [added: 10,876.3] | ​ | $ | [removed: 8,225.4] [added: 8,598.9] | ​ |

| Cost of sales | ​ | | [removed: 7,474.5] [added: 8,594.8] | ​ | | [removed: 5,934.8] [added: 7,474.5] | ​ | | [removed: 5,609.4] [added: 5,934.8] | ​ |

| Gross profit | ​ | | [removed: 3,401.8] [added: 4,028.2] | ​ | | [removed: 2,664.1] [added: 3,401.8] | ​ | | [removed: 2,616.0] [added: 2,664.1] | ​ |

| Acquisition-related expenses | ​ | | [removed: 70.4] [added: 21.5] | ​ | | [removed: 11.5] [added: 70.4] | ​ | | [removed: 25.4] [added: 11.5] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 1,226.3] [added: 1,420.9] | ​ | | [removed: 1,014.2] [added: 1,226.3] | ​ | | [removed: 971.4] [added: 1,014.2] | ​ |

| Operating income | ​ | | [removed: 2,105.1] [added: 2,585.8] | ​ | | [removed: 1,638.4] [added: 2,105.1] | ​ | | [removed: 1,619.2] [added: 1,638.4] | ​ |

| Interest expense | ​ | | [removed: (115.5)] [added: (128.4)] | ​ | | [removed: (115.4)] [added: (115.5)] | ​ | | [removed: (117.6)] [added: (115.4)] | ​ |

| Other [removed: (expense) income,] [added: income (expense),] net | ​ | | [removed: (0.4)] [added: 10.0] | ​ | | [removed: 3.6] [added: (0.4)] | ​ | | [removed: 8.6] [added: 3.6] | ​ |

| Income from continuing operations before income taxes | ​ | | [removed: 1,989.2] [added: 2,467.4] | ​ | | [removed: 1,526.6] [added: 1,989.2] | ​ | | [removed: 1,495.9] [added: 1,526.6] | ​ |

| Provision for income taxes | ​ | | [removed: (409.1)] [added: (550.6)] | ​ | | [removed: (313.3)] [added: (409.1)] | ​ | | [removed: (331.9)] [added: (313.3)] | ​ |

| Net income from continuing operations | ​ | ​ | [removed: 1,580.1] [added: 1,916.8] | ​ | ​ | [removed: 1,213.3] [added: 1,580.1] | ​ | ​ | [removed: 1,164.0] [added: 1,213.3] | ​ |

| Less: Net income from continuing operations attributable to noncontrolling interests | ​ | | [removed: (10.7)] [added: (14.5)] | ​ | | [removed: (9.9)] [added: (10.7)] | ​ | | [removed: (9.0)] [added: (9.9)] | ​ |

| Net income from continuing operations attributable to Amphenol Corporation | ​ | | [removed: 1,569.4] [added: 1,902.3] | ​ | | [removed: 1,203.4] [added: 1,569.4] | ​ | | [removed: 1,155.0] [added: 1,203.4] | ​ |

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

| Net income attributable to Amphenol Corporation | ​ | $ | [removed: 1,590.8] [added: 1,902.3] | ​ | $ | [removed: 1,203.4] [added: 1,590.8] | ​ | $ | [removed: 1,155.0] [added: 1,203.4] | ​ |

| Continuing operations | ​ | $ | [removed: 2.62] [added: 3.19] | ​ | $ | [removed: 2.02] [added: 2.62] | ​ | $ | [removed: 1.94] [added: 2.02] | ​ |

| Discontinued operations, net of income taxes | ​ | ​ | [removed: 0.04] [added: —] | ​ | ​ | [removed: —] [added: 0.04] | ​ | ​ | — | ​ |

| Net income attributable to Amphenol Corporation — Basic | ​ | $ | [removed: 2.66] [added: 3.19] | ​ | $ | [removed: 2.02] [added: 2.66] | ​ | $ | [removed: 1.94] [added: 2.02] | ​ |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 597.9] [added: 596.2] | ​ | | [removed: 596.1] [added: 597.9] | ​ | | [removed: 595.0] [added: 596.1] | ​ |

| Continuing operations | ​ | $ | [removed: 2.51] [added: 3.06] | ​ | $ | [removed: 1.96] [added: 2.51] | ​ | $ | [removed: 1.88] [added: 1.96] | ​ |

| Discontinued operations, net of income taxes | ​ | ​ | [removed: 0.03] [added: —] | ​ | ​ | [removed: —] [added: 0.03] | ​ | ​ | — | ​ |

| Net income attributable to Amphenol Corporation — Diluted | ​ | $ | [removed: 2.54] [added: 3.06] | ​ | $ | [removed: 1.96] [added: 2.54] | ​ | $ | [removed: 1.88] [added: 1.96] | ​ |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 625.5] [added: 621.0] | ​ | | [removed: 615.0] [added: 625.5] | ​ | | [removed: 615.9] [added: 615.0] | ​ |

| Dividends declared per common share | ​ | $ | [removed: 0.635] [added: 0.81] | ​ | $ | [removed: 0.52] [added: 0.635] | ​ | $ | [removed: 0.48] [added: 0.52] | ​ |

| Net income from continuing operations | ​ | $ | [removed: 1,580.1] [added: 1,916.8] | ​ | $ | [removed: 1,213.3] [added: 1,580.1] | ​ | $ | [removed: 1,164.0] [added: 1,213.3] | ​ |

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

| Net income before allocation to noncontrolling interests | ​ | $ | [removed: 1,601.5] [added: 1,916.8] | ​ | $ | [removed: 1,213.3] [added: 1,601.5] | ​ | $ | [removed: 1,164.0] [added: 1,213.3] | ​ |

| Foreign currency translation adjustments | ​ | | [removed: (64.6)] [added: (265.2)] | ​ | | [removed: 155.0] [added: (64.6)] | ​ | | [removed: (40.8)] [added: 155.0] | ​ |

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

| Pension and postretirement benefit plan adjustment | ​ | ​ | [removed: 57.8] [added: 11.8] | ​ | ​ | [removed: 1.7] [added: 57.8] | ​ | ​ | [removed: (0.4)] [added: 1.7] | ​ |

| Total other comprehensive (loss) income, net of tax | ​ | | [removed: (6.8)] [added: (253.5)] | ​ | | [removed: 156.5] [added: (6.8)] | ​ | | [removed: (41.1)] [added: 156.5] | ​ |

| Total comprehensive income | ​ | | [removed: 1,594.7] [added: 1,663.3] | ​ | | [removed: 1,369.8] [added: 1,594.7] | ​ | | [removed: 1,122.9] [added: 1,369.8] | ​ |

| Less: Comprehensive income attributable to noncontrolling interests | ​ | | [removed: (12.3)] [added: (9.5)] | ​ | | [removed: (13.6)] [added: (12.3)] | ​ | | [removed: (8.6)] [added: (13.6)] | ​ |

| Comprehensive income attributable to Amphenol Corporation | ​ | $ | [removed: 1,582.4] [added: 1,653.8] | ​ | $ | [removed: 1,356.2] [added: 1,582.4] | ​ | $ | [removed: 1,114.3] [added: 1,356.2] | ​ |

February 8, 2023

| ​ | | 2022 | | | 2021 | | |

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

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

| ​ | ​ | Stockholders’ equity attributable to Amphenol Corporation | | | | | | | | | | | | | | | | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,902.3 | ​ | ​ | ​ | ​ | | 12.9 | ​ | | 1,915.2 | ​ | | 1.6 | ​ |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1.8) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2.8) | ​ | ​ | (4.6) | ​ | ​ | ​ | ​ |

| Purchase of treasury stock | ​ | ​ | ​ | ​ | ​ | ​ | (9.9) | ​ | | (730.5) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (730.5) | ​ | ​ | ​ | ​ |

| Stock options exercised | | 4.6 | ​ | | — | ​ | 1.0 | ​ | ​ | 61.0 | ​ | | 153.7 | ​ | ​ | (29.5) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 185.2 | ​ | ​ | ​ | ​ |

| Balance as of December 31, 2022 | | 596.0 | ​ | $ | 0.6 | ​ | (1.2) | ​ | $ | (79.8) | ​ | $ | 2,650.4 | ​ | $ | 4,979.4 | ​ | $ | (535.0) | ​ | $ | 57.9 | ​ | $ | 7,073.5 | ​ | $ | 20.6 | ​ |

| Net income from continuing operations | ​ | $ | 1,916.8 | ​ | $ | 1,580.1 | ​ | $ | 1,213.3 | ​ |

| Proceeds from short-term borrowings | ​ | ​ | 44.9 | ​ | ​ | — | ​ | ​ | — | ​ |

| Repayments of short-term borrowings | ​ | ​ | (44.9) | ​ | ​ | — | ​ | ​ | — | ​ |

- _Harsh Environment Solutions_ – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products for use in the industrial, military, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

- _Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, together with antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and military end markets.

- _Interconnect and Sensor Systems_ – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, military and commercial aerospace end markets.

Throughout this Annual Report on Form 10-K (the “Annual Report”), the Company is reporting under the new reportable segments structure, which includes the recasting of relevant segment information for the years ended December 31, 2021 and 2020, in order to enable year-over-year segment comparisons.

consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Long-term investments consist primarily of certificates of deposit with original and remaining maturities of more than twelve months.

Short-term investments are presented separately as its own line item on the Consolidated Balance Sheets.

Long-term investments are recorded in Other long-term assets on the Consolidated Balance Sheets.

As a result of the aforementioned new reporting segment structure that went in effect on January 1, 2022, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment has been allocated in full to the newly formed Communications Solutions segment.

The Company concluded that there were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate that either of the Company’s legacy reporting unit’s carrying amount may be impaired.

Therefore, no goodwill impairment assessment was deemed necessary related to the legacy reporting units prior to the change.

In conjunction with the new reporting segment structure, we determined that the Company’s reporting units are the three new reportable business segments.

In 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021 and 2020, the Company performed its annual assessment on the historic two reporting units that were then in effect.

disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of December 31, 2022 and 2021.

Such capitalized contract costs were

Assets and liabilities of such subsidiaries have been translated into U.S. dollars at

The redemption value is generally calculated based on a multiple of earnings.

The Company has completed its evaluation of ASU 2021-08, which we adopted on January 1, 2023, and its impact on our financial condition, results of operations or cash flows will be dependent upon the nature of any future business combinations.

In September 2022, the FASB issued ASU No. 2022-04, _Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations_ (“ASU 2022-04”), which amends ASC 405 by requiring entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services.

The intent of ASU 2022-04 is to enhance transparency of these programs by requiring entities to disclose (i) the key terms of the program(s), including the payment terms and assets pledged as security or other forms of guarantees, (ii) the amount of obligations outstanding at the end of the reporting period and a description of where those obligations are presented on the balance sheet, and (iii) annual rollforward information of the activity of such obligations during the reporting period.

ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.

Disclosure requirements under ASU 2022-04 must be applied retrospectively covering each period for which a balance sheet is presented, with the exception of the rollforward information which shall be applied prospectively.

The Company has completed its evaluation of ASU 2022-04, which is not expected to have a material impact on our consolidated financial statements upon its adoption in the first quarter of 2023.

| ​ | ​ | 2022 | | | 2021 | |

| ​ | ​ | $ | 2,093.6 | ​ | $ | 1,894.1 |

| ​ | ​ | 2022 | | | 2021 | |

| ​ | ​ | | 3,223.6 | ​ | | 3,136.9 |

​

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

February 9, 2022

*​*

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

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

| Loss on early extinguishment of debt | ​ | | — | ​ | | — | ​ | | (14.3) | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | December 31, | | | | | ​ |

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

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

| 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 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,155.0 | ​ | ​ | ​ | ​ | | 9.0 | ​ | | 1,164.0 |

| Purchase of noncontrolling interest | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (23.4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (14.6) | ​ | ​ | (38.0) |

| Stock options exercised | | 10.1 | ​ | | — | ​ | 1.7 | ​ | ​ | 71.8 | ​ | | 210.5 | ​ | ​ | (35.9) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 246.4 |

| Acquisitions resulting in noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1.8 | ​ | | 1.8 |

| --- | --- |

| Loss on early extinguishment of debt | ​ | | — | ​ | | — | ​ | | 14.3 | ​ |

| Payment of premiums and fees related to early extinguishment of debt | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (13.4) | ​ |

| Purchase of treasury stock | ​ | | (661.7) | ​ | | (641.3) | ​ | | (601.7) | ​ |

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

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.

the Company reclassified certain benefit costs that were previously recorded within “Other accrued expenses” to “Accrued salaries, wages and employee benefits” on the accompanying Consolidated Balance Sheets, which reclassifications were also reflected for the prior year in order to conform with the current year presentation.

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

As a result of the stock split, certain prior period amounts have been reclassified to conform to the current period presentation in the Consolidated Financial Statements and the accompanying notes herein.

The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.3 to Common Stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.

Refer to Note 7 herein for further details related to the increase in the number of shares of Common Stock authorized for issuance as a result of this amendment.

reviews fixed asset lives.

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

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

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

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

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

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

_Topic 606_

in the event of customer termination.

the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

_Recently Adopted Accounting Standards and SEC Final Rules_

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, [removed: 2021.][added: 2022.]

Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2021.][added: 2022.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] which is included in Item 8 of this Annual Report.

None.

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.

The Company intends to file a definitive proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act within 120 days following the end of the fiscal year ended December 31, [removed: 2021,] [added: 2022,] and certain information included therein is incorporated herein by reference.

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2021:][added: 2022:]

| Equity compensation plans approved by security holders | | 66,156,349 | ​ | $ | 45.58 | | 62,213,970 | ​ |

| Total | | 66,156,349 | ​ | $ | 45.58 | | 62,213,970 | ​ |

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

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

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) (PCAOB ID No. 34) | [removed: 49] [added: 50] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofIncome_247596)] [added: 2020](#ConsolidatedStatementsofIncome_247596)] | [removed: 51] [added: 52] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofComprehensiveInc)] [added: 2020](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 52] [added: 53] |

| [Consolidated Balance Sheets—December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ConsolidatedBalanceSheets_591973)] [added: 2021](#ConsolidatedBalanceSheets_591973)] | [removed: 53] [added: 54] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofChangesinEquity_)] [added: 2020](#ConsolidatedStatementsofChangesinEquity_)] | [removed: 54] [added: 55] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofCashFlow_3394)] [added: 2020](#ConsolidatedStatementsofCashFlow_3394)] | [removed: 55] [added: 56] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: 56] [added: 57] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2021] [added: 2022] | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#SCHEDULEII_950693)] [added: 2020](#SCHEDULEII_950693)] | [removed: 100] [added: 99] |

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

| 3.2 | [Amphenol Corporation, Fourth Amended and Restated By-laws dated February 7, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex3d2.htm)] [added: 2022 (filed as Exhibit 3.2 to the December 31, 2021 Form 10-K).*](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex3d2.htm)] |

| 4.9 | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex4d9.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex4d09.htm)] |

| 10.3 | [2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.7 to the June 30, 2009 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d7.htm) |

| 10.5 | [Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d8.htm) |

| 10.6 | [Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909047605/a09-14428_1ex10d9.htm) |

| 10.7 | [Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (filed as Exhibit 10.6 to the December 31, 2016 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1061f1a38.htm) |

| 10.8 | [First Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated November 10, 2016 (filed as Exhibit 10.7 to the December 31, 2016 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1073926e5.htm) |

| 10.9 | [Second Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 1, 2016 (filed as Exhibit 10.8 to the December 31, 2016 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1083d02fe.htm) |

| 10.10 | [Third Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 13, 2016 (filed as Exhibit 10.9 to the December 31, 2016 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex109384e74.htm) |

| 10.11 | [Fourth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated May 2, 2017 (filed as Exhibit 10.12 to the June 30, 2017 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017005866/aph-20170630ex1012fac38.htm) |

| 10.12 | [Fifth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 29, 2018 (filed as Exhibit 10.12 to the December 31, 2018 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex1012d8851.htm) |

| 10.13 | [Sixth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 4, 2019 (filed as Exhibit 10.13 to the December 31, 2019 [added: Form] 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837020000728/ex-10d13.htm) |

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

| 10.15 | [Eighth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 9, [removed: 2021.†](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex10d15.htm)] [added: 2021 (filed as Exhibit 10.15 to the December 31, 2021 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex10d15.htm)] |

| [removed: 10.16] [added: 10.17] | [Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909011495/a09-1255_1ex10d24.htm) |

| [removed: 10.17] [added: 10.18] | [First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 [added: Form] 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10148056b.htm) |

| [removed: 10.18] [added: 10.19] | [Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 [removed: 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/0001005477-98-000987-index.html)] [added: Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/0001005477-98-000987.txt)] |

| [removed: 10.19] [added: 10.20] | [The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d15.htm) |

| [removed: 10.20] [added: 10.21] | [2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 [added: Form] 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d16.htm) |

| [removed: 10.21] [added: 10.22] | [removed: [2022] [added: [2023] Amphenol Corporation Management Incentive [removed: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex10d21.htm)] [added: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d22.htm)] |

| [removed: 10.22] [added: 10.23] | [Second Amended and Restated Credit Agreement, dated November 30, 2021, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on December 10, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921148645/tm2135165d1_ex10-1.htm) |

| [removed: 10.23] [added: 10.24] | [The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective [removed: January 1, 2019,] [added: April 5, 2022,] dated [removed: December 21, 2018] [added: April 18, 2022] (filed as Exhibit [removed: 10.25] [added: 10.23] to the [removed: December 31, 2018 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10250a37b.htm)] [added: June 30, 2022 Form 10-Q).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837022011379/aph-20220630xex10d23.htm)] |