Amphenol (APH) 10-K risk factor changes: FY2023 vs FY2022

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

During [removed: 2022,] [added: 2023,] non-U.S. markets constituted approximately [removed: 67%] [added: 65%] of the Company’s net sales, with China constituting approximately [removed: 26%] [added: 23%] of the Company’s net sales.

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

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

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

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

[removed: Since] [added: Beginning in] early [removed: 2020,] [added: 2020 and continuing through 2022,] the COVID-19 pandemic [removed: has] disrupted our offices and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

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

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

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, [removed: in 2021 and 2022, there were supply chain] [added: inflationary pressures] and logistical challenges [removed: that impacted] [added: may impact] the [removed: global economy, including our Company, and caused and continue to cause supply constraints] [added: cost] and [removed: commodity price increases on] [added: availability of] certain raw materials and components used by the [removed: Company.][added: Company and result in supply shortages for discrete raw materials or components, which could be further exacerbated by increased commodity prices and additional inflation.]

[removed: The] [added: Moreover, the] Company may not be able to pass along [added: any] 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 [added: timely and] at acceptable prices from our suppliers.

Delays in obtaining supplies may result from a number of factors affecting our suppliers, and any delay could impair our [removed: ability to deliver products to our customers.]

The cost and availability of raw materials may fluctuate significantly due to external factors including, but not limited to, product scarcity, [added: war or other armed conflict, logistical challenges,] disruptions caused by climate change and adverse weather conditions, commodity market fluctuations, currency fluctuations, governmental policies and regulations such as trade tariffs and import restrictions, as well as pandemics and epidemics [removed: (such as, but not limited to,] [added: (as was] the [added: case with the] COVID-19 pandemic), which may, in turn, negatively impact our results of operations and financial condition.

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

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

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

The Company [removed: has been] and [removed: expects] [added: third-party providers upon whom we may rely for certain information technology services have been, and expect] to continue to [removed: be] [added: be,] a target of various cybersecurity attacks, including, but not limited to, ransomware attacks.

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

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

[removed: Despite providing training to employees as well as implementing preventative security measures to prevent, detect, address] [added: Our] and [removed: mitigate these threats, our or] key third-party information technology systems and infrastructure are [removed: still] susceptible to disruptions from cybersecurity incidents, ransomware attacks, security breaches, computer viruses, security vulnerabilities or “bugs” in software or hardware, outages, systems failures, natural disasters, adverse public health developments, or other catastrophic events, any of which could [removed: include] [added: result in] reputational [removed: damage,] [added: damage that may cause the] loss of [added: existing or future customers, the loss of] our intellectual property, [added: the] release of highly sensitive confidential [added: or personal] information, the inability to access critical data and other operational [removed: disruption,] [added: disruptions,] litigation with third parties [added: (including class actions)] and/or governmental investigations and fines, among other things, which could have a material adverse effect on our business, financial condition and results of operations.

This data relates to all aspects of our business, including financial information and current and future products under development, and also contains certain customer, supplier, partner and employee data, such as [removed: sensitive] personal [removed: data.][added: information.]

[removed: We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there] [added: There] is a risk of intrusion, cyberattacks or tampering that could compromise the integrity and privacy of this data or make the data inaccessible to us.

In addition, in certain cases, in order to conduct business, we outsource to [removed: third-party business partners.]

[removed: The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements, privacy] [added: Privacy] laws and regulations around the [removed: world,] [added: world including,] for example, in the European [removed: Union,] [added: Union (“EU”),] People’s Republic of China, [removed: and] the state of California, [removed: which] [added: and several other U.S. states,] impose significant obligations for companies on how they collect, store, protect, process and transfer personal [removed: data] [added: information] and can impose significant fines for non-compliance.

The potential for [removed: fines] [added: fines, penalties,] and other related costs in the event of a breach of or non-compliance with any existing and forthcoming information security or privacy laws and requirements may have an adverse effect on our financial results.

Such unpredictable weather conditions and natural disasters including, but not limited to, [added: severe storms,] earthquakes, fires, [added: droughts,] floods, hurricanes, tornadoes, and stronger and longer-lasting weather patterns, [added: including heat waves] and [added: freezes and ambient temperature or precipitation changes, 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 business and sales, [added: increased costs, energy and water scarcity,] changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business, operations, financial condition and results of operations.

Companies across industries [removed: are facing] [added: continue to face] increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices.

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

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

The Company is dependent on end market dynamics to sell its products, particularly in the communications, automotive and [removed: military] [added: defense] end markets.

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

Approximately [removed: 42%] [added: 37%] of the Company’s [removed: 2022] [added: 2023] net sales came from sales to the communications industry.

Approximately [removed: 21%] [added: 23%] of the Company’s net sales came from the automotive industry.

The automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit [removed: conditions.][added: conditions, or as a result of prolonged work stoppages or other disputes with labor unions.]

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

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

The Company has completed [removed: a number of] [added: numerous] acquisitions in recent years, including [removed: two] [added: 10] in [removed: 2022.][added: 2023.]

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

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

For example, we have manufacturing facilities in certain jurisdictions that are authorized to operate under preferential duty and/or tariff programs that provide for reduced tariffs and/or eased import and export regulations and are subject to compliance with the terms of such programs, which have become stricter.

Failure to comply with the terms of such programs could increase our manufacturing costs and adversely affect our business, operating results and financial condition.

As a result of these dynamics, we cannot predict the

Future disruptions from similar harmful public health developments could have a material adverse impact on our business, operations, financial condition, liquidity and results of operations.

ability to deliver products to our customers.

We rely on our information technology systems for critical operations and face numerous and evolving cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to these systems.

These threats may arise from diverse threat actors such as state-sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, including, but not limited to, malware, social engineering/phishing, credential harvesting, ransomware, malfeasance by insiders, human or technological error and other increasingly sophisticated attacks.

Cyberattacks continue to expand and evolve, making it difficult to detect and prevent such threats from impacting the Company.

In addition, the rise of artificial intelligence and machine learning has led to more sophisticated and deceptive attacks.

Attackers can manipulate systems in new ways and more easily perform functions at scale.

As a result, we may be unable to detect, investigate, remediate, or recover from future attacks or incidents, or avoid a material adverse impact to our business.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully complied with or effective in protecting our information technology systems.

Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

third-party business partners.

Those partners may also be subject to data intrusion or a cyberattack.

The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements.

In addition, in March 2022, the U.S. enacted the Strengthening American Cybersecurity Act, which imposes cyber incident and ransomware attack response protocols for businesses operating in numerous core industry sectors of the U.S. economy.

For further discussion of the Company’s risk management, strategy, and governance around cybersecurity, refer to Part I, Item 1C.

_Cybersecurity_ herein.

foreign governments, which are subject to political and budgetary fluctuations and constraints.

However, the Company borrowed under the U.S.

Commercial Paper Program throughout much of 2023, and the Company may make additional borrowings under any of its debt instruments from time to time.

As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.

To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase.

For example, the Company reached an agreement in August 2023 with the U.S. government related to an investigation of alleged violations by the Company of the civil False Claims Act.

Although the Company did not admit to any liability under the terms of the settlement agreement, the Company agreed to pay the U.S. government a settlement amount, ending the government’s investigation and releasing the Company from further liability for the issues under investigation.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023.

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax.

This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus.

The EU member states have agreed to adopt these rules in two stages with the first component effective on January 1, 2024, while the second component will be effective January 1, 2025.

Non-EU

countries have enacted or are expected to enact legislation on a similar timeline.

Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future.

When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.

manufacture and/or sell our products.

There have been various new laws around the world that have been passed and will require additional ESG-related disclosure.

For example, in Europe, the EU finalized the Corporate Sustainability Reporting Directive (“CSRD”), which introduces more prescriptive sustainability reporting requirements for EU companies as well as certain non-EU companies, and will apply to all in-scope companies by January 1, 2028.

In the United States, the SEC has proposed climate-related disclosure rules that have not yet been enacted as of the date of this report, and certain states have begun to pass their own ESG-related laws.

For example, on October 7, 2023, the governor of California signed and enacted into law two climate-related disclosure bills (_SB-253, Climate Corporate Data Accountability Act_ and _SB-261, Greenhouse Gases: Climate-Related Financial Risk_), which will require compliance as early as 2026.

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.

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.

In addition, recent inflationary pressures have been exacerbated by decreased availability of, and increased prices for, freight and logistics, including air, sea and ground freight.

Accordingly, any future delays, disruptions, and supply and pricing risks could affect our ability to meet customer demand for our products or our profitability from selling those products, which could have an adverse effect on our business, results of operations and financial condition.

Cybersecurity threats and techniques used to disrupt operations and gain unauthorized access to our information technology systems, including, but not limited to, malware, phishing, credential harvesting, ransomware and other increasingly sophisticated attacks, continue to expand and evolve globally, making it difficult to detect and prevent such threats from impacting the Company.

We generally obtain assurances from those parties that they have systems and processes in place to protect our data, and where applicable, that they will take steps to protect our data; nonetheless, those partners may also be subject to data intrusion or a cyberattack.

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

As of December 31, 2022, approximately $640 million, or 14%, of the Company’s outstanding borrowings were subject to floating interest rates, primarily from borrowings under the U.S. Commercial Paper Program.

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.

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

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.

which could result in fines, penalties or adjustment of costs and prices under the contracts.

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

For example, as disclosed in Note 14 of the Notes to Consolidated Financial Statements, the Company was named as one of several defendants in four separate lawsuits filed in the State of Indiana relating to a manufacturing site in Franklin, Indiana where the Company has been conducting an environmental clean-up effort under the direction of the United States Environmental Protection Agency.

All the costs incurred by the Company relating to these lawsuits as well as all costs associated with the clean-up effort at the manufacturing site have been reimbursed by the former owner pursuant to an indemnification agreement entered into in connection with the acquisition of the manufacturing site as part of a larger acquisition that led to the establishment of the Company’s business in 1987.

punitive damages and/or modifications to our production processes as well as subject us to reputational harm, any of which could adversely impact our financial position, results of operations, or cash flows.

The following discussion and analysis of the financial condition and results of operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] has been derived from and should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, herein for Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”).

In [removed: 2022,] [added: 2023,] approximately [removed: 67%] [added: 65%] of the Company’s sales were outside the United States.

| | ● | [removed: military] [added: defense] and commercial aerospace applications. |

[removed: Effective January 1, 2022, the] [added: The] Company [removed: aligned] [added: aligns] its businesses into the following three [removed: newly formed] reportable business segments:

[removed: - _Harsh] [added: ●_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, [removed: military,] [added: defense,] commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

[removed: - _Communications] [added: ●_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 [removed: military] [added: defense] end markets.

[removed: - _Interconnect] [added: ●_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, [removed: military] [added: defense] and commercial aerospace end markets.

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

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

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

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

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

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

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

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

In [removed: 2022,] [added: 2023,] the Company reported net [removed: sales,] [added: sales and] operating income [added: of $12,554.7] and [added: $2,559.6, respectively, each representing a decrease of 1% from 2022, while] net income from continuing operations attributable to Amphenol Corporation of [removed: $12,623.0, $2,585.8 and $1,902.3, respectively, representing] [added: $1,928.0 represented] an increase of [removed: 16%, 23% and 21%, respectively,] [added: 1%] from [removed: 2021.][added: 2022.]

In 2022, the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $56.0 related to stock-based compensation resulting from stock option exercises, partially offset by (b) acquisition-related expenses of $21.5 ($18.4 after-tax) comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, [added: along with external transaction costs.]

In [removed: 2021,] [added: 2023,] the Company’s net income from continuing operations attributable to Amphenol Corporation was impacted by (a) excess tax benefits of [removed: $63.4] [added: $82.4] related to stock-based compensation resulting from stock option exercises and (b) [removed: a discrete tax benefit of $14.9 related to] the [removed: settlement] [added: gain] of [removed: uncertain tax positions] [added: $5.4 on a bargain purchase acquisition that closed] in [removed: certain non-U.S. jurisdictions,] [added: the second quarter of 2023,] partially offset by (c) acquisition-related expenses of [removed: $70.4 ($57.3] [added: $34.6 ($30.2] after-tax) comprised primarily of [removed: transaction, severance, restructuring and certain non-cash purchase accounting costs related to the acquisition of MTS Systems Corporation (“MTS”) in the second quarter of 2021 and] external transaction [removed: costs and certain non-cash purchase accounting costs] [added: costs, as well as the amortization of $12.4] related to the [removed: acquisition] [added: value associated with acquired backlog resulting from three] of [removed: Halo Technology Limited (“Halo”) in] the [removed: fourth quarter of 2021.][added: acquisitions that closed in 2023.]

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

In [removed: 2022,] [added: 2023,] the Company generated Operating Cash Flow of [added: $2,528.7 and Free Cash Flow of $2,159.9, compared to Operating Cash Flow of] $2,174.6 and Free Cash Flow of [removed: $1,796.4.][added: $1,796.4 in 2022.]

[removed: The Company has reviewed and assessed] [added: While] the [removed: provisions] [added: full impact] of [added: these provisions in] the [removed: IRA, including] [added: future depends on] several [removed: other non-tax related provisions, and] [added: factors, including interpretive regulatory guidance, which has not yet been released,] the Company does not currently believe that the [removed: IRA] [added: provisions of the IRA, including several other non-tax related provisions,] will have a material impact on its financial condition, results of operations, liquidity and cash flows.

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

| ​ | | [removed: 2022 | | ​ | 2021] [added: 2023] | | [removed: ​] [added: 2022] | [removed: 2020] | [added: 2021] | [removed: ​] |

| Net sales | | 100.0 | % | [removed: ​ |] 100.0 | % | [removed: ​ |] 100.0 | % | [removed: ​ |]

| Cost of sales | | [removed: 68.1 | ​] [added: 67.5] | ​ | [removed: 68.7 | ​] [added: 68.1] | ​ | [removed: 69.0 | ​] [added: 68.7] | ​ |

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

| Selling, general and administrative expenses | | [removed: 11.3 | ​] [added: 11.9] | ​ | 11.3 | ​ | [removed: ​ | 11.8 | ​] [added: 11.3] | ​ |

| Operating income | | [removed: 20.5 | ​] [added: 20.4] | ​ | [removed: 19.4 | ​] [added: 20.5] | ​ | [removed: 19.1 | ​] [added: 19.4] | ​ |

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

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

| Income from continuing operations before income taxes | | [removed: 19.5 | ​] [added: 19.6] | ​ | [removed: 18.3 | ​] [added: 19.5] | ​ | [removed: 17.8 | ​] [added: 18.3] | ​ |

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

| Net income from continuing operations | | [removed: 15.2 | ​] [added: 15.5] | ​ | [removed: 14.5 | ​] [added: 15.2] | ​ | [removed: 14.1 | ​] [added: 14.5] | ​ |

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

| Net income from continuing operations attributable to Amphenol Corporation | ​ | [removed: 15.1 | ​] [added: 15.4] | ​ | [removed: 14.4 | ​] [added: 15.1] | ​ | [removed: 14.0 | ​] [added: 14.4] | ​ |

| Income from discontinued operations attributable to Amphenol Corporation | | — | ​ | [removed: ​ | 0.2 | ​ | ​ |] — | ​ | [added: 0.2 |] ​ |

| Net income attributable to Amphenol Corporation | | [removed: 15.1] [added: 15.4] | % | [removed: ​ | 14.6] [added: 15.1] | % | [removed: ​ | 14.0] [added: 14.6] | % | [removed: ​ |]

Net sales were $12,623.0 for the year ended December 31, 2022 compared to $10,876.3 for the year ended December 31, 2021, which represented an increase of 16% in U.S. dollars, 19% in constant currencies and 15% organically (excluding both currency and acquisition impacts) [removed: over] [added: compared to] the prior year.

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

Net sales to the automotive market increased [removed: (approximately $470.1),] [added: 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.

Excluding the effects of these items, Adjusted Operating Income decreased by 1%, while Adjusted Net Income from continuing operations attributable to Amphenol Corporation increased slightly in 2023 compared to 2022.

Adjusted Operating Income and Adjusted Net

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023.

Pillar Two Framework

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework, known as Pillar Two, provides guidance for a global minimum tax.

This guidance lays out a common approach for adopting the global minimum tax and enacting local legislation codifying the provisions that all 142 countries in the Inclusive Framework agreed to by consensus.

The European Union (“EU”) member states have agreed to adopt these rules in two stages with the first component effective on January 1, 2024, while the second component will be effective January 1, 2025.

Non-EU countries have enacted or are expected to enact legislation on a similar timeline.

Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future.

When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S. and non-U.S. jurisdictions.

The Company has done a preliminary review of currently enacted legislation and does not expect the initial implementation to materially impact future results.

However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its future results, as additional countries adopt legislation and issue individual guidance on their enacted legislation.

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2023 Compared to 2022

The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below.

Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes.

Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications.

Net sales to the mobile networks market decreased approximately $163.9, driven by broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions.

Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.

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| Communications Solutions | ​ | ​ | 4,912.8 | ​ | ​ | 5,652.4 | ​ | | (13) | | % | ​ | | (1) | | % | ​ | | (12) | | % | ​ | | 1 | | % | ​ | | (13) | | % | ​ | |

| Consolidated | ​ | $ | 12,554.7 | ​ | $ | 12,623.0 | ​ | | (1) | | % | ​ | | — | | % | ​ | | — | | % | ​ | | 3 | | % | ​ | | (3) | | % | ​ | |

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| United States | ​ | $ | 4,405.4 | | $ | 4,155.2 | ​ | | 6 | | % | ​ | | — | | % | ​ | | 6 | | % | ​ | | 5 | | % | ​ | | 1 | | % | ​ | |

| Foreign | ​ | | 8,149.3 | ​ | | 8,467.8 | ​ | | (4) | | % | ​ | | (1) | | % | ​ | | (3) | | % | ​ | | 1 | | % | ​ | | (4) | | % | ​ | |

| Consolidated | ​ | $ | 12,554.7 | ​ | $ | 12,623.0 | ​ | | (1) | | % | ​ | | — | | % | ​ | | — | | % | ​ | | 3 | | % | ​ | | (3) | | % | ​ | |

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The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia.

The increase in Selling, general and administrative expenses as a percentage of net sales in 2023 was primarily driven by the effect of acquisitions, which currently have higher selling, general and administrative expenses as a percentage of net sales compared to the Company average.

Operating income was $2,559.6, or 20.4% of net sales, in 2023, compared to $2,585.8, or 20.5% of net sales, in 2022.

Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.

Operating income in 2022 included acquisition-related expenses of $21.5,

comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs.

While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.

The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.

Interest expense was $139.5 in 2023 compared to $128.4 in 2022.

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This new alignment replaced our historic reportable business segments.

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

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

The Company began reporting under its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and for each quarterly period thereafter.

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.

Impact of COVID-19 on our Business, Operations, Financial Condition, Liquidity and Results of Operations

Since early 2020, the COVID-19 pandemic has disrupted our offices and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

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

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 extent to which the COVID-19 pandemic will continue to impact our business, operations, financial condition, liquidity and results of operations in 2023 and beyond remains uncertain and unpredictable.

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

_Risk Factors_ herein.

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.

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2021 Compared to 2020

The increase in net sales in 2021 was driven by robust growth across all three reportable business segments, as described below.

This strong sales growth in 2021 also reflected a recovery in certain markets from the more negative impact resulting from the COVID-19 pandemic during 2020.

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

Net sales to the information technology and data communications market increased (approximately $482.7), driven primarily by continued strong sales growth to web service providers and broad-based market demand for server, storage and networking related products as customers worked to support higher demand for increased bandwidth.

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

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

The sales growth in 2021 was driven by strong organic growth across several end markets, including the information technology and data communications, industrial, and automotive markets, moderate organic growth in the mobile networks, mobile devices, and military markets, and contributions from the Company’s acquisition program.

| Communications Solutions | ​ | ​ | 4,832.1 | ​ | ​ | 4,056.2 | ​ | 19 | % | ​ | 1 | % | ​ | 18 | % | ​ | 2 | % | ​ | 16 | % | ​ |

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

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

The increase in foreign net sales in 2021 compared to 2020 was driven by strong growth in both Europe and Asia.

The decrease in selling, general and administrative expenses as a percentage of net sales in 2021 was driven primarily by higher sales during the year, relative to 2020 which was more negatively impacted by the COVID-19 pandemic, slightly offset by the impact of the MTS Sensors business, acquired in 2021, which has higher selling, general and administrative expenses as a percentage of net sales compared to the average of the Company.

Research and development expenses increased $57.0 in 2021 primarily related to increases in

Operating income was $2,105.1, or 19.4% of net sales in 2021, compared to $1,638.4, or 19.1% of net sales in 2020.

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 MTS acquisition in the second quarter of 2021, along with external transaction costs and certain non-cash purchase accounting costs related to the Halo acquisition in the fourth quarter of 2021.

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.

The increase in Adjusted Operating Income and Adjusted Operating Margin in 2021 relative to 2020 was driven by all three segments, and in particular, by normal operating leverage on the higher sales volumes combined with the benefit of a lower cost impact resulting from the COVID-19 pandemic compared to 2020, partially offset by the impact of the more challenging commodity and supply chain environment experienced in 2021, along with the impact of the Company’s 2021 acquisitions.

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

One of the Company’s wholly owned European subsidiaries (the “Euro Issuer”) has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes”), each of which [removed: were] [added: was] issued with a principal amount of €500.0.

As of December 31, [removed: 2022,] [added: 2023,] the fair value of such foreign exchange forward contracts was not material.

A 10% change in foreign currency exchange rates would not have a material effect on the value of the hedges as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

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

As of December 31, [removed: 2022,] [added: 2023,] the Company does not have any significant concentration of exposure with any one counterparty.

The Company currently has various fixed rate senior notes outstanding, in both the United States and Europe, with various maturity dates, the most recent of which was issued in [removed: 2021.][added: 2023.]

In [removed: September 2021,] [added: March 2023,] the Company issued [removed: $750.0] [added: $350.0] principal amount of [removed: unsecured 2.200%] [added: 4.750% 2026] Senior [removed: Notes due September 15, 2031,] [added: Notes,] the net proceeds of which were used to repay certain outstanding borrowings under the U.S. Commercial Paper Program.

[added: Similarly, any borrowings under the two-year, $750.0 delayed draw] Term [removed: Loan”)] [added: 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.

[removed: 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] [added: 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 of December 31, [removed: 2021,] [added: 2022, there were no outstanding borrowings under the Revolving Credit Facility, Term Loan and Euro Commercial Paper Program, while] approximately [removed: $804,] [added: $640,] or [removed: 17%,] [added: 14%] of the Company’s outstanding [removed: borrowings,] [added: borrowings in 2022,] primarily under the U.S. Commercial Paper Program, were subject to floating interest [removed: rates; the Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2021 was 0.29%.][added: rates.]

As of December 31, [removed: 2022 and 2021, there were] [added: 2023, the Company had] no [removed: outstanding] borrowings [added: outstanding] under the Revolving Credit Facility, [removed: 2022] Term Loan, [added: U.S. Commercial Paper Program] and Euro Commercial Paper Program.

As a result of [removed: recent] increases in the federal funds rate by the U.S. Federal [removed: Reserve,] [added: Reserve beginning in early 2022 and through] the [added: middle of 2023, the] floating interest rates related to our U.S. Commercial Paper Program [added: (as well as our Revolving Credit Facility and Term Loan, to the extent either are drawn upon in the future) have] increased substantially over [removed: the course of 2022,] [added: this same period,] a trend that could continue [removed: throughout 2023.][added: into 2024 and potentially beyond.]

A 10% change in the interest rate at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] under our Revolving Credit Facility, [removed: 2022] Term Loan or Commercial Paper Programs would not have a material effect on interest expense.

Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in [removed: 2023, primarily due to our current expected limited reliance on borrowings tied to floating rates of interest,] [added: 2024,] there can be no assurance that interest rates will not change significantly from current levels.

The Company does

However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes, and the Company may make additional borrowings under any of its debt instruments from time to time.

As of December 31, 2023, less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.

To the extent that interest rates related to this floating rate debt increase further and the Company borrows under any of these floating interest rate instruments in the future, interest expense and interest payments would increase.

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

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.

The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately $235 billion in [removed: 2022.][added: 2023.]

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

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

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

| End Markets | ​ | ● Automotive ● Commercial Aerospace ● [added: Defense ●] Industrial ● Information Technology and Data Communications ● [removed: Military ●] Mobile Networks | ​ | ● Automotive ● Broadband Communications ● Commercial Aerospace ● [added: Defense ●] Industrial ● Information Technology and Data Communications ● [removed: Military ●] Mobile Devices ● Mobile Networks | ​ | ● Automotive ● Commercial Aerospace ● [added: Defense ●] Industrial ● Information Technology and Data Communications ● [removed: Military ●] Mobile Networks |

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

[removed: In conjunction with the new alignment of our business, the] [added: The] Company [removed: appointed] [added: has] three [removed: new] segment managers [removed: to] [added: who] lead their respective reportable business segments, each reporting directly to the Company’s Chief Executive Officer.

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

| | ● | _Control costs_ - The Company recognizes the importance in today’s global marketplace of maintaining 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, 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 and 2022,] [added: recent years,] as supply chain challenges [removed: and] [added: arose, followed by] inflationary pressures [removed: accelerated.] [added: and logistical challenges that persisted into 2023.] |

| | ● | _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. As a result, we continue to pursue acquisitions of high-potential companies with strong management teams that complement our existing business while further expanding our product lines, technological capabilities and geographic presence. We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world. In [removed: 2022,] [added: 2023,] the Company invested approximately [removed: $288] [added: $970] million to fund [removed: two] [added: 10] acquisitions, while in [removed: 2021,] [added: 2022,] the Company invested approximately [removed: $1.5 billion (net of the proceeds received from the divestiture of MTS Systems Corporation’s (“MTS”) Test & Simulation business in December 2021)] [added: $288 million] to fund [removed: seven acquisitions, including the acquisitions of MTS’s Sensors business in April 2021 and Halo Technology Limited (“Halo”) in December 2021.] [added: two acquisitions.] Our acquisitions in [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] have strengthened our customer base and product offerings in many of our end 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 [added: enabled and] incented to grow and develop their business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to [added: meet] 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 [removed: newly formed divisions, which represent the newly formed reportable segments effective January 1, 2022, reinforces this culture and clear accountability, and enhances the scalability of] [added: divisions (representing] the Company’s [removed: entrepreneurial organization.] |

Sales into the automotive market represented approximately [removed: 21%] [added: 23%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

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

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

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

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

Sales into the broadband communications market represented approximately [removed: 5%] [added: 4%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

Sales into the commercial aerospace market represented approximately [removed: 3%] [added: 4%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

Sales into the industrial market represented approximately 25% of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

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

Sales into the IT [removed: and] datacom market represented approximately [removed: 21%] [added: 19%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

| ● cloud computing and data centers | [added: ​] | ● servers |

[removed: _Military_] [added: _Defense_] - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment [removed: military] [added: aerospace and defense] applications.

Amphenol provides an unparalleled product breadth, from [removed: military] [added: aerospace and defense] specification connectors to customized high-speed board level interconnects; from flexible to rigid printed circuit boards; from backplane systems to completely integrated assemblies; and from sensors to sensor-based systems.

Sales into the [removed: military] [added: defense] market represented approximately [removed: 9%] [added: 11%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

Sales into the mobile devices market represented approximately [removed: 11%] [added: 10%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

Sales into the mobile networks market represented approximately [removed: 5%] [added: 4%] of the Company’s net sales in [removed: 2022,] [added: 2023,] with sales into the following primary end applications:

By working with customers to develop new products and technologies, the Company is able to identify and act on trends and leverage knowledge about next-generation technology across our [added: portfolio of products.]

The Company’s products are sold to thousands of original equipment manufacturers [removed: (“OEMs”)] [added: (or OEMs)] in numerous countries throughout the world.

The Company’s products are also sold to electronic manufacturing services [removed: (“EMS”)] [added: (EMS)] companies, to original design manufacturers [removed: (“ODMs”)] [added: (or ODMs)] and to service providers, including telecommunications network service providers and web service providers.

No single customer accounted for 10% or more of the Company’s net sales during [removed: either of] the years ended December 31, [added: 2023,] 2022 and 2021.

The Company’s sales to distributors represented approximately [removed: 18% and] 17% [added: and 18%] of the Company’s net sales in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The Company is a global manufacturer employing advanced manufacturing processes including molding, stamping, plating, turning, computer numerical control [removed: (“CNC”)] [added: (CNC)] machining, 3D printing, extruding, die casting, certain other manufacturing, automation and assembly operations and proprietary process technology for connectors, specialty and coaxial cable production, antenna and sensor fabrication.

[removed: Our] [added: Many of our] facilities are [removed: primarily] certified to quality management systems, primarily ISO9001, but also may include ISO13485, AS9100, and IATF16949.

This [removed: has been] [added: was] evident [removed: throughout the COVID-19 pandemic,] [added: in recent years,] as we were generally able to support our customers even if pandemic-related restrictions and other challenges were present in a particular geography.

This strategy has been, and continues to be, critical to the Company’s ability to mitigate supply chain [removed: constraints and a higher inflationary environment,] [added: constraints,] such as those experienced in [removed: 2021] [added: recent years,] and [removed: 2022.][added: the higher inflationary environment, which began in 2022 and persisted into 2023.]

[added: The Company generally focuses its research and] development efforts primarily on those product areas that it believes have the potential for broad market applications and significant sales within a one- to three-year period.

At the end of [removed: 2022,] [added: 2023,] our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately [removed: 3,700] [added: 4,000] of our employees and were performed primarily by individual operating units focused on specific markets and product technologies.

While we consider our patents and trademarks to be valuable assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by the loss of any single patent or group of related patents, or by a third party’s successful enforcement of its [removed: patents against us or any of our products.]

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, [removed: in 2021 and 2022, there were supply chain] [added: inflationary pressures] and logistical challenges [removed: that impacted] [added: may impact] the [removed: global economy, including our Company, and caused and continue to cause supply constraints] [added: cost] and [removed: commodity price increases on] [added: availability of] certain raw materials and components used by the Company [removed: in production, as well as decreased availability of,] and [added: result in supply shortages for discrete raw materials or components, which could be further exacerbated by] increased [added: commodity] prices [removed: for, freight] and [removed: logistics, including air, sea and ground freight.][added: additional inflation.]

All segment information throughout this Annual Report is presented under our three reportable segments.

| % of 2023 Net Sales: | | 28% | | 39% | | 33% |

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| | | reportable business segments), each led by a segment manager reporting directly to the Chief Executive Officer, reinforces this culture and clear accountability, and enhances the scalability of the Company’s entrepreneurial organization. |

| ● climate control | ​ | ● power management |

| ● electric vehicles | ​ | ● safety and security systems |

Our products enable a broad array of IT datacom systems and applications, including a growing range of systems to power artificial intelligence and machine learning.

patents against us or any of our products.

For a discussion of certain risks related to environmental matters, refer to

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_Risk Factors_ within the risk factors titled “_The_

employees live and work.

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

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

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

The Company began reporting under its new reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and for each quarterly period thereafter.

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.

_Reportable Business Segments prior to 2022_

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

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

Interconnect products 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 consisted of a system of cable, flexible circuits or printed circuit boards and connectors, antennas or sensors for linking electronic equipment.

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

COVID-19 Pandemic

Since early 2020, the COVID-19 pandemic has disrupted our offices and manufacturing facilities around the world, as well as the facilities of our suppliers, customers and our customers’ contract manufacturers.

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

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 extent to which the COVID-19 pandemic will continue to impact our business, operations, financial condition, liquidity and results of operations in 2023 and beyond remains uncertain and unpredictable.

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

_Risk Factors_ herein.

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

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

| | | 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. |

| ● electric vehicles | ​ | ● power management |

portfolio of products.

The Company generally focuses its research and

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.

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

Cybersecurity

In an effort to reduce the likelihood and severity of cyber incidents, the Company has a cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our data and systems.

We perform risk assessments and penetration tests relating to cybersecurity and technology risks.

We also conduct workforce training to instruct employees how to better identify cybersecurity concerns and to avoid actions that might inadvertently allow outsiders to access our systems.

We have installed end point protection software on our Company-managed systems and workstations in an effort to detect and prevent malicious code from impacting our systems.

The Company’s annual internal audits also include procedures performed on the control environment related to our information security systems.

Our Board of Directors (the “Board”) maintains oversight responsibility relating to our information security and cybersecurity program, with assistance from the Audit Committee of the Board.

At least annually, our senior leadership team (including the leaders of our Information Technology and Internal Audit teams) provides an update of our information security and cybersecurity program to the full Board.

In addition, the Company maintains standard cybersecurity insurance.

During the last three years, we have not experienced a material security breach and, as a result, we have not incurred any material expenses from such a breach.

Furthermore, during such time, we have not been penalized or paid any amount under any information security breach settlement.

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.

In 2022, a number of our operations in Europe supported refugees who were fleeing Ukraine following the Russian invasion.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of Amphenol Corporation Class A Common Stock (based upon the closing price of such stock on the New York Stock Exchange) held by non-affiliates was approximately [removed: $33,606] [added: $44,189] million.

As of January 31, [removed: 2023,] [added: 2024,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 594,604,514.][added: 599,854,853.]

| ​ | [Item 1.](#Item1Business_912593) | [Business](#Item1Business_912593) | ​ | [removed: 2] [added: [2](#General_260872)] |

| ​ | ​ | [General](#General_260872) | ​ | [removed: 2] [added: [2](#General_260872)] |

| ​ | ​ | [Reportable Business Segments](#Reportable_Business_Segments) | ​ | [removed: 2] [added: [2](#General_260872)] |

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

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

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

| ​ | ​ | [Manufacturing](#Manufacturing_782103) | ​ | [removed: 8] [added: [7](#Manufacturing_782103)] |

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

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

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

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

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

| ​ | ​ | [Environmental Matters](#Environmental_Matters) | ​ | [removed: 10] [added: [9](#Environmental_Matters)] |

| ​ | ​ | [Government Regulation](#Government_Regulation) | ​ | [removed: 11] [added: [10](#Government_Regulation)] |

| ​ | ​ | [Environmental, Social and Corporate Governance](#Sustainability_854061) | ​ | [removed: 11] [added: [10](#Environmental_Matters)] |

| ​ | ​ | [_Sustainability Report_](#Sustainability_Report) | ​ | [removed: 11] [added: [10](#Sustainability_854061)] |

| ​ | ​ | [_Human Capital Management and Our Culture_](#HumanCapital) | ​ | [removed: 12] [added: [11](#HumanCapital)] |

| ​ | ​ | [Available Information](#AvailableInformation_571865) | ​ | [removed: 13] [added: [12](#AvailableInformation_571865)] |

| ​ | [Item 1A.](#Item1ARiskFactors_212400) | [Risk Factors](#Item1ARiskFactors_212400) | ​ | [removed: 13] [added: [12](#Item1ARiskFactors_212400)] |

| ​ | [Item 1B.](#Item1BUnresolvedStaffComments_633240) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_633240) | ​ | [removed: 22] [added: [21](#Item1BUnresolvedStaffComments_633240)] |

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

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

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

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

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

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

| ​ | [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 48] [added: [46](#Item7AQuantitativeandQualitativeDisclosu)] |

| ​ | [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 50] [added: [48](#Item8FinancialStatementsandSupplementary)] |

| ​ | ​ | [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) | ​ | [removed: 50] [added: [48](#REPORTOFINDEPENDENT_150676)] |

| ​ | ​ | [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_247596) | ​ | [removed: 52] [added: [50](#ConsolidatedStatementsofIncome_247596)] |

| ​ | ​ | [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | ​ | [removed: 53] [added: [51](#ConsolidatedStatementsofComprehensiveInc)] |

| ​ | ​ | [Consolidated Balance Sheets](#ConsolidatedBalanceSheets_591973) | ​ | [removed: 54] [added: [52](#ConsolidatedBalanceSheets_591973)] |

| ​ | ​ | [Consolidated Statements of Changes in Equity](#ConsolidatedStatementsofChangesinEquity_) | ​ | [removed: 55] [added: [53](#ConsolidatedStatementsofChangesinEquity_)] |

| ​ | ​ | [Consolidated Statements of Cash Flow](#ConsolidatedStatementsofCashFlow_3394) | ​ | [removed: 56] [added: [54](#ConsolidatedStatementsofCashFlow_3394)] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | ​ | [removed: 57] [added: [55](#NotestoConsolidatedFinancialStatements_6)] |

| ​ | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 94] [added: [92](#Item9ChangesinandDisagreementswithAccoun)] |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| ​ | [Item 1C.](#Item1CCybersecurity_553173) | [Cybersecurity](#Item1CCybersecurity_553173) | ​ | [22](#Item1CCybersecurity_553173) |

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

| ​ | ​ | [Cybersecurity](#Cybersecurity_590526) | ​ | 10 |

​

Cybersecurity Risk Management and Strategy

​

We have developed and implemented an information security and cybersecurity risk management program (“Program”) intended to protect and preserve the confidentiality, integrity and availability of our data and information technology systems.

Our Program is integrated into our overall enterprise risk management program.

We use the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) as a benchmark to ensure that our Program is maintained in line with industry best practices.

This does not imply that we meet any particular technical standards, specifications or requirements, but it does mean that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

The Company maintains a decentralized information technology infrastructure, where each of our business units utilizes a separate and distinct information technology system.

This means that if any business unit’s systems are compromised, there is significantly less risk that another business unit will be impacted by that event.

This decentralized structure also allows our information security professionals embedded within an individual business unit to make quick, efficient decisions when changes or actions are needed and provides an additional safeguard for our data and systems.

Our Program includes:

| | ● | risk assessments and penetration tests integrated within our overall risk management processes that are designed to identify cybersecurity and technology risks, as well as to formulate management actions to respond to, mitigate and remediate material issues (if any); |

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

| | ● | annual management reporting to the Board of Directors (the “Board”); |

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

| | ● | reporting of the scope, objectives and results of internal audits on the procedures performed on the control environment related to our information security systems and security controls to the Audit Committee at least two times a year; |

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

| | ● | annual cybersecurity awareness training to instruct employees how to better identify cybersecurity concerns and to avoid actions that might inadvertently allow outsiders to access our systems; |

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

| | ● | installation of end point protection software on our Company-managed systems and workstations in an effort to detect and prevent malicious code from impacting our systems; |

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

| | ● | a cross-functional team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents; |

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

| | ● | the use of external service providers, where appropriate, to assess, monitor, test or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and |

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

| | ● | a documented framework and supporting processes for handling security incidents that facilitates coordination across multiple parts of the Company. |

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

We have not identified risks from known cybersecurity threats, including as a result of any prior security breach, that have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition and results of operations.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations or financial condition.

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

Risk Factors herein.

Cybersecurity Governance

Our Board maintains oversight responsibility relating to our Program, with assistance from the Audit Committee.

At least annually, our management team (including the leaders of our Information Technology and Internal Audit teams) provides an update regarding our Program to the Board.

This update provides an overall assessment of the effectiveness of our Program and a review of areas of focus for the upcoming year.

The Board also receives periodic reports from our Vice President, Internal Audit, on the audit focus areas and control testing related to our information security systems

and security controls, and our management team updates the Board, as necessary, regarding any material cybersecurity incidents.

Our management team, including our Senior Vice President and Chief Financial Officer, Senior Vice President and General Counsel, Vice President, Information Technology, and Vice President, Internal Audit, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our Program and our Vice President, Information Technology, supervises both our internal information security personnel and our retained external cybersecurity consultants.

Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information technology personnel and external consultants engaged by us, as well as alerts and reports produced by security tools deployed in our information technology environment.

At December 31, [removed: 2022,] [added: 2023,] the Company operated approximately [removed: 240] [added: 280] manufacturing facilities with approximately [removed: 24.0] [added: 27] million square feet, of which approximately [removed: 17.0] [added: 19] million square feet were leased.

Manufacturing facilities located in the U.S. had approximately [removed: 4.0] [added: 5] million square feet, of which approximately [removed: 2.0] [added: 2] million square feet were leased.

Manufacturing facilities located outside the U.S. had approximately [removed: 20.0] [added: 22] million square feet, of which approximately [removed: 15.0] [added: 17] million square feet were leased.

The square footage by segment related to our manufacturing facilities was approximately [removed: 7.0] [added: 7] million square feet, [removed: 10.0] [added: 11] million square feet and [removed: 7.0] [added: 9] million square feet for the Harsh Environment Solutions segment, Communications Solutions [removed: segment,] [added: segment] and Interconnect and Sensor Systems segment, respectively.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 32] [added: 31] 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: 2022] [added: 2023] with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index.

This graph assumes that $100 was invested in our Common Stock and each index on December 31, [removed: 2017,] [added: 2018,] reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year.

[removed: ][added: ]

The following table sets forth the dividends declared per common share for each quarter of [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| First Quarter | ​ | $ | [removed: 0.20] [added: 0.21] | ​ | $ | [removed: 0.145] [added: 0.20] |

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

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

| Fourth Quarter | ​ | | [removed: 0.21] [added: 0.22] | ​ | | [removed: 0.20] [added: 0.21] |

| Total | ​ | $ | [removed: 0.81] [added: 0.85] | ​ | $ | [removed: 0.635] [added: 0.81] |

Dividends declared and paid for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] _(in millions)_ were as follows:

| Dividends declared | [removed: | | |] ​ | $ | [removed: 482.6] [added: 507.4] | ​ | $ | [removed: 379.7] [added: 482.6] |

| Dividends paid (including those declared in the prior year) | [removed: | | |] ​ | | [removed: 477.4] [added: 500.6] | ​ | | [removed: 346.7] [added: 477.4] |

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

During the three months and year ended December 31, [removed: 2022,] [added: 2023,] the Company repurchased [removed: 2.3] [added: 1.3] million and [removed: 9.9] [added: 7.2] million shares of its Common Stock for [removed: $170.4] [added: $115.3] million and [removed: $730.5] [added: $585.1] million, respectively, under the 2021 Stock Repurchase Program.

Of the total repurchases made in [removed: 2022 under the 2021 Stock Repurchase Program, 9.3] [added: 2023, 5.5] million shares, or [removed: $689.7] [added: $435.8] million, have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

From January 1, [removed: 2023] [added: 2024] through January 31, [removed: 2023,] [added: 2024,] the Company [removed: repurchased 0.6 million] [added: did not repurchase any] additional shares of its Common [removed: Stock for $48.8 million,] [added: Stock,] and, as of February 1, [removed: 2023,] [added: 2024,] the Company has remaining authorization to purchase up to [removed: $762.8] [added: $226.5] million of its Common Stock under the 2021 Stock Repurchase Program.

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

The Company’s stock repurchases during the three months and year ended December 31, [removed: 2022] [added: 2023] were as follows:

| Fourth Quarter – [removed: 2022:] [added: 2023:] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | | 2023 | | | 2022 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | 2023 | | ​ | 2022 | |

| First Quarter – 2023 | ​ | 2,117,279 | ​ | $ | 78.83 | ​ | 2,117,279 | ​ | $ | 644.7 | ​ |

| Second Quarter – 2023 | ​ | 1,982,956 | ​ | ​ | 77.44 | ​ | 1,982,956 | ​ | ​ | 491.1 | ​ |

| Third Quarter – 2023 | ​ | 1,734,259 | ​ | ​ | 86.11 | ​ | 1,734,259 | ​ | ​ | 341.8 | ​ |

| October 1 to October 31, 2023 | | 534,200 | ​ | | 82.15 | | 534,200 | | ​ | 297.9 | ​ |

| November 1 to November 30, 2023 | | 599,079 | ​ | | 86.38 | | 599,079 | | ​ | 246.2 | ​ |

| December 1 to December 31, 2023 | | 214,300 | ​ | | 91.75 | | 214,300 | | $ | 226.5 | ​ |

| ​ | ​ | 1,347,579 | ​ | ​ | 85.56 | ​ | 1,347,579 | ​ | ​ | ​ | ​ |

| Total – 2023 | | 7,182,073 | ​ | $ | 81.47 | | 7,182,073 | | ​ | ​ | ​ |

| ​ | | 2022 | | | 2021 | |

| ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | |

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

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

| 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 | | ​ | ​ | ​ |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in equity, and cash flow, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

The Company has unrecognized tax benefits of [removed: $199.9] [added: $216.0] million, including penalties and interest, as of December 31, [removed: 2022.][added: 2023.]

| ​ | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | ​ | $ | [removed: 12,623.0] [added: 12,554.7] | ​ | $ | [removed: 10,876.3] [added: 12,623.0] | ​ | $ | [removed: 8,598.9] [added: 10,876.3] | ​ |

| Cost of sales | ​ | | [removed: 8,594.8] [added: 8,470.6] | ​ | | [removed: 7,474.5] [added: 8,594.8] | ​ | | [removed: 5,934.8] [added: 7,474.5] | ​ |

| Gross profit | ​ | | [removed: 4,028.2] [added: 4,084.1] | ​ | | [removed: 3,401.8] [added: 4,028.2] | ​ | | [removed: 2,664.1] [added: 3,401.8] | ​ |

| Acquisition-related expenses | ​ | | [removed: 21.5] [added: 34.6] | ​ | | [removed: 70.4] [added: 21.5] | ​ | | [removed: 11.5] [added: 70.4] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 1,420.9] [added: 1,489.9] | ​ | | [removed: 1,226.3] [added: 1,420.9] | ​ | | [removed: 1,014.2] [added: 1,226.3] | ​ |

| Operating income | ​ | | [removed: 2,585.8] [added: 2,559.6] | ​ | | [removed: 2,105.1] [added: 2,585.8] | ​ | | [removed: 1,638.4] [added: 2,105.1] | ​ |

| Interest expense | ​ | | [removed: (128.4)] [added: (139.5)] | ​ | | [removed: (115.5)] [added: (128.4)] | ​ | | [removed: (115.4)] [added: (115.5)] | ​ |

| Other income (expense), net | ​ | | [removed: 10.0] [added: 29.3] | ​ | | [removed: (0.4)] [added: 10.0] | ​ | | [removed: 3.6] [added: (0.4)] | ​ |

| Income from continuing operations before income taxes | ​ | | [removed: 2,467.4] [added: 2,454.8] | ​ | | [removed: 1,989.2] [added: 2,467.4] | ​ | | [removed: 1,526.6] [added: 1,989.2] | ​ |

| Provision for income taxes | ​ | | [removed: (550.6)] [added: (509.3)] | ​ | | [removed: (409.1)] [added: (550.6)] | ​ | | [removed: (313.3)] [added: (409.1)] | ​ |

| Net income from continuing operations | ​ | ​ | [removed: 1,916.8] [added: 1,945.5] | ​ | ​ | [removed: 1,580.1] [added: 1,916.8] | ​ | ​ | [removed: 1,213.3] [added: 1,580.1] | ​ |

| Less: Net income from continuing operations attributable to noncontrolling interests | ​ | | [removed: (14.5)] [added: (17.5)] | ​ | | [removed: (10.7)] [added: (14.5)] | ​ | | [removed: (9.9)] [added: (10.7)] | ​ |

| Net income from continuing operations attributable to Amphenol Corporation | ​ | | [removed: 1,902.3] [added: 1,928.0] | ​ | | [removed: 1,569.4] [added: 1,902.3] | ​ | | [removed: 1,203.4] [added: 1,569.4] | ​ |

| 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: 1,902.3] [added: 1,928.0] | ​ | $ | [removed: 1,590.8] [added: 1,902.3] | ​ | $ | [removed: 1,203.4] [added: 1,590.8] | ​ |

| Continuing operations | ​ | $ | [removed: 3.19] [added: 3.23] | ​ | $ | [removed: 2.62] [added: 3.19] | ​ | $ | [removed: 2.02] [added: 2.62] | ​ |

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

| Net income attributable to Amphenol Corporation — Basic | ​ | $ | [removed: 3.19] [added: 3.23] | ​ | $ | [removed: 2.66] [added: 3.19] | ​ | $ | [removed: 2.02] [added: 2.66] | ​ |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 596.2] [added: 596.5] | ​ | | [removed: 597.9] [added: 596.2] | ​ | | [removed: 596.1] [added: 597.9] | ​ |

| Continuing operations | ​ | $ | [removed: 3.06] [added: 3.11] | ​ | $ | [removed: 2.51] [added: 3.06] | ​ | $ | [removed: 1.96] [added: 2.51] | ​ |

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

| Net income attributable to Amphenol Corporation — Diluted | ​ | $ | [removed: 3.06] [added: 3.11] | ​ | $ | [removed: 2.54] [added: 3.06] | ​ | $ | [removed: 1.96] [added: 2.54] | ​ |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 621.0] [added: 620.6] | ​ | | [removed: 625.5] [added: 621.0] | ​ | | [removed: 615.0] [added: 625.5] | ​ |

| Dividends declared per common share | ​ | $ | [removed: 0.81] [added: 0.85] | ​ | $ | [removed: 0.635] [added: 0.81] | ​ | $ | [removed: 0.52] [added: 0.635] | ​ |

| Net income from continuing operations | ​ | $ | [removed: 1,916.8] [added: 1,945.5] | ​ | $ | [removed: 1,580.1] [added: 1,916.8] | ​ | $ | [removed: 1,213.3] [added: 1,580.1] | ​ |

| 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: 1,916.8] [added: 1,945.5] | ​ | $ | [removed: 1,601.5] [added: 1,916.8] | ​ | $ | [removed: 1,213.3] [added: 1,601.5] | ​ |

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

| Foreign currency translation adjustments | ​ | | [removed: (265.2)] [added: (0.9)] | ​ | | [removed: (64.6)] [added: (265.2)] | ​ | | [removed: 155.0] [added: (64.6)] | ​ |

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

| Pension and postretirement benefit plan adjustment | ​ | ​ | [removed: 11.8] [added: 1.1] | ​ | ​ | [removed: 57.8] [added: 11.8] | ​ | ​ | [removed: 1.7] [added: 57.8] | ​ |

| Total other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | ​ | | [removed: (253.5)] [added: 0.2] | ​ | | [removed: (6.8)] [added: (253.5)] | ​ | | [removed: 156.5] [added: (6.8)] | ​ |

| Total comprehensive income | ​ | | [removed: 1,663.3] [added: 1,945.7] | ​ | | [removed: 1,594.7] [added: 1,663.3] | ​ | | [removed: 1,369.8] [added: 1,594.7] | ​ |

| Less: Comprehensive income attributable to noncontrolling interests | ​ | | [removed: (9.5)] [added: (16.3)] | ​ | | [removed: (12.3)] [added: (9.5)] | ​ | | [removed: (13.6)] [added: (12.3)] | ​ |

February 7, 2024

| Gain on bargain purchase acquisition | ​ | | 5.4 | ​ | | — | ​ | | — | ​ |

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

| ​ | | 2023 | | | 2022 | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,928.0 | ​ | ​ | ​ | ​ | | 15.6 | ​ | | 1,943.6 | ​ | | 1.9 | ​ |

| Stock options exercised | | 10.1 | ​ | | — | ​ | 1.2 | ​ | ​ | 86.3 | ​ | | 351.8 | ​ | ​ | (43.1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 395.0 | ​ | ​ | ​ | ​ |

| Balance as of December 31, 2023 | | 600.6 | ​ | $ | 0.6 | ​ | (1.7) | ​ | $ | (142.8) | ​ | $ | 3,101.2 | ​ | $ | 5,921.1 | ​ | $ | (533.6) | ​ | $ | 49.3 | ​ | $ | 8,395.8 | ​ | $ | 30.7 | ​ |

| Net income from continuing operations | ​ | $ | 1,945.5 | ​ | $ | 1,916.8 | ​ | $ | 1,580.1 | ​ |

| Gain on bargain purchase acquisition | ​ | | (5.4) | ​ | | — | ​ | | — | ​ |

All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments.

effective date of acquisition.

estate leases including lease payments tied to a rate or index which may be subject to variability.

quantitative assessment was not required.

A nominal portion of our contracts have revenue recognized over time as

As of December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts.

As of December 31, 2023, there were no outstanding net investment hedge contracts.

The Company adopted ASU 2021-08 on January 1, 2023.

entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services.

In November 2023, the FASB issued ASU No. 2023-07, _Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures_ (“ASU 2023-07”), which amends ASC 280.

The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses, by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, _Income Taxes (Topic 740): Improvements to Income Tax Disclosures_ (“ASU 2023-09”).

The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay.

Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects.

ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the potential impact of ASU 2023-09 on its consolidated financial statements and disclosures.

| ​ | ​ | 2023 | | | 2022 | |

| ​ | ​ | $ | 2,167.1 | ​ | $ | 2,093.6 |

| ​ | ​ | 2023 | | | 2022 | |

| ​ | ​ | | 3,576.5 | ​ | | 3,223.6 |

| ​ | ​ | $ | 1,314.7 | ​ | $ | 1,204.3 |

| 4.750% Senior Notes (less unamortized discount of $0.9 at December 31, 2023) | ​ | March 2026 | ​ | ​ | 349.1 | ​ | ​ | 350.6 | ​ | ​ | — | ​ | ​ | — | ​ |

| Other debt | | 2024-2031 | | ​ | 9.5 | ​ | ​ | 9.5 | ​ | | 6.9 | ​ | ​ | 6.9 | ​ |

Overnight Financing Rate (“SOFR”).

In the first quarter of 2023, the Company used net proceeds from the 2026 Senior Notes (as defined below) to repay certain outstanding borrowings under the U.S. Commercial Paper Program.

The Company borrowed under the U.S. Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes.

​

February 8, 2023

*​*

| Balance as of January 1, 2020 | | 597.4 | ​ | $ | 0.6 | ​ | (1.6) | ​ | $ | (70.8) | ​ | $ | 1,683.0 | ​ | $ | 3,348.4 | ​ | $ | (430.9) | ​ | $ | 65.9 | ​ | $ | 4,596.2 | ​ | $ | — | ​ |

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

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

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

| Stock options exercised | | 12.6 | ​ | | — | ​ | 2.3 | ​ | ​ | 113.6 | ​ | | 316.7 | ​ | ​ | (45.2) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 385.1 | ​ | ​ | ​ | ​ |

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

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

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

This new alignment replaced our historic reportable business segments.

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.

The

The Company’s net sales in the Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 are presented under Accounting Standards Update (“ASU”) No. 2014-09, _Revenue from Contracts with Customers (Topic 606)_ (collectively with its related subsequent amendments, “Topic 606”).

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

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

recognized in Additional paid-in capital in the Consolidated Balance Sheets.

As of December 31, 2022 and 2021, the aggregate notional value of our outstanding net investment hedge contracts was $75 and $250, respectively.

Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date.

by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination.

The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), previously announced its intent to phase out the use of LIBOR by the end of 2021.

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

Subsequently in March 2021, the FCA announced some USD LIBOR tenors (overnight, 1-month, 3-month, 6-month and 12-month) will continue to be published until June 30, 2023.

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

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

In response, the FASB has since issued various guidance to help facilitate the transition away from LIBOR, including, among other things, optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform.

Effective November 30, 2021, the Company’s Revolving Credit Facility (as defined in Note 4 herein) no longer references LIBOR for interest rate determinations.

Since the Company does not currently have nor does it expect to have any more reliance on borrowings or any other financial instruments tied to LIBOR, the LIBOR transition will not have a material impact on our financial condition, results of operations or cash flows.

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

| ​ | ​ | | 3,223.6 | ​ | | 3,136.9 |

| ​ | ​ | $ | 1,204.3 | ​ | $ | 1,175.3 |

| Other debt | | 2023-2029 | | ​ | 6.9 | ​ | ​ | 6.9 | ​ | | 8.6 | ​ | ​ | 8.6 | ​ |

As a result, the Revolving Credit Facility no longer references LIBOR for interest rate determinations.

The Revolving Credit Facility maintains the lenders’ aggregate commitments under the facility at $2,500.0.

As of December 31, 2022 and

As of December 31, 2021, the amount of USCP Notes outstanding was $795.2, with a weighted average interest rate of 0.29%.

corporate purposes.

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] which is included in Item 8 of this Annual Report.

_Trading Arrangements_

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None.

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: 2022,] [added: 2023,] 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: 2022:][added: 2023:]

| ​ | | Number [removed: of securities to] [added: of] | | [removed: Weighted average] [added: Weighted] | | | Number of [removed: securities] [added: securities remaining] | ​ |

| Plan category | | warrants and rights | ​ | [removed: warrants and] [added: and] rights | | ​ | [removed: equity compensation plans] [added: reflected in column (a))] | ​ |

| ​ | | securities to be issued | ​ | average exercise | | ​ | available for future issuance | ​ |

| ​ | | upon exercise of | ​ | price of outstanding | | ​ | under equity compensation | ​ |

| ​ | ​ | outstanding options, | ​ | options, warrants | | ​ | plans (excluding shares | ​ |

| ​ | ​ | (a) | ​ | ​ | (b) | ​ | (c) | ​ |

| Equity compensation plans approved by security holders | | 60,409,162 | ​ | $ | 50.46 | | 31,280,607 | ​ |

| Total | | 60,409,162 | ​ | $ | 50.46 | | 31,280,607 | ​ |

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

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

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

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

| [Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENT_150676) (PCAOB ID No. 34) | [removed: 50] [added: [48](#REPORTOFINDEPENDENT_150676)] |

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofIncome_247596)] [added: 2021](#ConsolidatedStatementsofIncome_247596)] | [removed: 52] [added: [50](#ConsolidatedStatementsofIncome_247596)] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofComprehensiveInc)] [added: 2021](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 53] [added: [51](#ConsolidatedStatementsofComprehensiveInc)] |

| [Consolidated Balance Sheets—December 31, [removed: 2022] [added: 2023] and [removed: 2021](#ConsolidatedBalanceSheets_591973)] [added: 2022](#ConsolidatedBalanceSheets_591973)] | [removed: 54] [added: [52](#ConsolidatedBalanceSheets_591973)] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofChangesinEquity_)] [added: 2021](#ConsolidatedStatementsofChangesinEquity_)] | [removed: 55] [added: [53](#ConsolidatedStatementsofChangesinEquity_)] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofCashFlow_3394)] [added: 2021](#ConsolidatedStatementsofCashFlow_3394)] | [removed: 56] [added: [54](#ConsolidatedStatementsofCashFlow_3394)] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_6) | [removed: 57] [added: [55](#NotestoConsolidatedFinancialStatements_6)] |

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: 94] [added: [92](#ManagementReportonInternalControl_110591)] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2022] [added: 2023] | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#SCHEDULEII_950693)] [added: 2021](#SCHEDULEII_950693)] | [removed: 99] [added: [98](#SCHEDULEII_950693)] |

| 3.2 | [Amphenol Corporation, [removed: Fourth] [added: Fifth] Amended and Restated By-laws dated [removed: February 7, 2022] [added: August 3, 2023] (filed as Exhibit [removed: 3.2] [added: 3.1] to the [removed: December 31, 2021] Form [removed: 10-K).*](https://www.sec.gov/Archives/edgar/data/820313/000155837022000961/aph-20211231xex3d2.htm)] [added: 8-K filed on August 4, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923087831/tm2322784d1_ex3-1.htm)] |

| [removed: 4.4] [added: 4.5] | [Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*](http://www.sec.gov/Archives/edgar/data/820313/000110465917021585/a17-8427_5ex4d2.htm) |

| [removed: 4.5] [added: 4.6] | [Officer’s Certificate, dated January 9, 2019, establishing the 4.350% Senior Notes due 2029 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000110465919001473/a19-1304_5ex4d2.htm) |

| [removed: 4.6] [added: 4.7] | [Officer’s Certificate, dated September 10, 2019, establishing the 2.800% Senior Notes due 2030 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 10, 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm) |

| [removed: 4.7] [added: 4.8] | [Officer’s Certificate, dated February 20, 2020, establishing the 2.050% Senior Notes due 2025 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on February 20, 2020).*](https://www.sec.gov/Archives/edgar/data/820313/000110465920023374/tm209449d1_ex4-2.htm) |

| [removed: 4.8] [added: 4.9] | [Officer’s Certificate, dated September 14, 2021, establishing the 2.200% Senior Notes due 2031 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 14, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921115572/tm2127639d1_ex4-2.htm) |

| [removed: 4.9] [added: 4.11] | [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/820313/000155837023001036/aph-20221231xex4d09.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex4d11.htm)] |

| 10.16 | [Ninth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 1, [removed: 2022.†](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d16.htm)] [added: 2022 (filed as Exhibit 10.16 to the December 31, 2022 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d16.htm)] |

| [removed: 10.17] [added: 10.18] | [Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465909011495/a09-1255_1ex10d24.htm) |

| [removed: 10.18] [added: 10.19] | [First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex10148056b.htm) |

| [removed: 10.19] [added: 10.20] | [Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/0001005477-98-000987.txt) |

| [removed: 10.20] [added: 10.21] | [The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 Form 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d15.htm) |

| [removed: 10.21] [added: 10.22] | [2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 Form 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912054022/a12-13710_1ex10d16.htm) |

| [removed: 10.22] [added: 10.24] | [removed: [2023] [added: [2024] Amphenol Corporation Management Incentive [removed: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d22.htm)] [added: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d24.htm)] |

| [removed: 10.23] [added: 10.25] | [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: 10.24] [added: 10.26] | [The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective April 5, 2022, dated April 18, 2022 (filed as Exhibit 10.23 to the June 30, 2022 Form 10-Q).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837022011379/aph-20220630xex10d23.htm) |

| [removed: 10.25] [added: 10.27] | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2023, dated December 19, [removed: 2022.†](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d25.htm)] [added: 2022 (filed as Exhibit 10.25 to the December 31, 2022 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex10d25.htm)] |

| [removed: 10.26] [added: 10.29] | [Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 Form 10-Q).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465911061028/a11-24710_1ex10d30.htm) |

| [removed: 10.27] [added: 10.30] | [Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as Exhibit 10.34 to the December 31, 2011 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000110465912012448/a12-1044_1ex10d34.htm) |

| [removed: 10.28] [added: 10.31] | [Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837019000636/aph-20181231ex1028b0ca5.htm) |

| [removed: 10.29] [added: 10.32] | [Commercial Paper Program form of Dealer Agreement dated as of August 29, 2014 between the Company, Citibank Global Markets and JP Morgan Securities LLC (filed as Exhibit 10.1 to the Form 8-K filed on September 5, 2014).*](http://www.sec.gov/Archives/edgar/data/820313/000110465914064847/a14-20531_1ex10d1.htm) |

| [removed: 10.30] [added: 10.33] | [Commercial Paper Program Dealer Agreement dated as of July 10, 2018 between Amphenol Technologies Holding GmbH (as issuer), Amphenol Corporation (as guarantor), Barclays Bank PLC (as Arranger), and Barclays Bank PLC and Commerzbank Aktiengesellschaft (as Original Dealers) (filed as Exhibit 10.1 to the Form 8-K filed on July 11, 2018).*](http://www.sec.gov/Archives/edgar/data/820313/000110465918044697/a18-17137_1ex10d1.htm) |

| [removed: 10.31] [added: 10.34] | [Term Loan Credit Agreement, dated as of April 19, 2022, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and BNP Paribas, acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on April 21, 2022).*](https://www.sec.gov/Archives/edgar/data/820313/000110465922048395/tm2213190d1_ex10-1.htm) |

| [removed: 10.32] [added: 10.35] | [Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to the December 31, 2016 Form 10-K).†*](http://www.sec.gov/Archives/edgar/data/820313/000155837017000659/aph-20161231ex1027c5514.htm) |

| 21.1 | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex21d1.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex21d1.htm)] |

| 23.1 | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex23d1.htm)] |

| 31.1 | [Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex31d1.htm)] |

| 31.2 | [Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex31d2.htm)] |

| 32.1 | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex32d1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex32d1.htm)] |

| 32.2 | [Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837023001036/aph-20221231xex32d2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex32d2.htm)] |

| 4.4 | [Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on March 16, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923033315/tm236339d2_ex4-1.htm) |

| 4.10 | [Officer’s Certificate, dated March 30, 2023, establishing the 4.750% Senior Notes due 2026 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on March 30, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923039148/tm236339d7_ex4-2.htm) |

| 10.17 | [Tenth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated August 28, 2023 (filed as Exhibit 10.17 to the September 30, 2023 Form 10-Q).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837023016952/aph-20230930xex10d17.htm) |

| 10.23 | [Amphenol Corporation Form of Director Phantom Stock Award Agreement (filed as Exhibit 10.22 to the June 30, 2023 Form 10-Q).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837023012484/aph-20230630xex10d22.htm) |

| 10.28 | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2024, dated November 30, 2023.†](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d28.htm) |

| 97.1 | [Amphenol Corporation Policy for Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex97d1.htm) |

| | |

For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| Year ended December 31, 2022 | ​ | [removed: $] | 43.5 | ​ | [removed: $] [added: ​] | 20.2 | ​ | [removed: $] [added: ​] | 0.2 | ​ | [removed: $] [added: ​] | 63.9 | ​ |

| Year ended December 31, 2021 | ​ | | 44.8 | ​ | ​ | 1.5 | ​ | ​ | (2.8) | ​ | [removed: ​] | 43.5 | ​ |

| Year ended December 31, 2022 | ​ | [removed: $] [added: ​] | 44.9 | ​ | [removed: $] [added: ​] | (1.1) | ​ | [removed: $] [added: ​] | (1.6) | ​ | [removed: $] [added: ​] | 42.2 | ​ |

| Year ended December 31, 2021 | ​ | [removed: ​] | 40.1 | ​ | ​ | 6.3 | ​ | ​ | (1.5) | ​ | ​ | 44.9 | ​ |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Wallingford, State of Connecticut on the [removed: 8th] [added: 7th] day of February, [removed: 2023.][added: 2024.]

| /s/ R. Adam Norwitt | ​ | President, Chief Executive Officer and Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Craig A. Lampo | ​ | Senior Vice President and Chief Financial Officer | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Martin H. Loeffler | ​ | Chairman of the Board of Directors | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ David P. Falck | ​ | Presiding Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Nancy A. Altobello | ​ | Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Edward G. Jepsen | ​ | Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Rita S. Lane | ​ | Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| /s/ Robert A. Livingston | ​ | Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| Prahlad [removed: Singh*] [added: Singh] | ​ | ​ | ​ | ​ |

| /s/ Anne Clarke Wolff | ​ | Director | ​ | February [removed: 8, 2023] [added: 7, 2024] |

| Year ended December 31, 2023 | ​ | $ | 63.9 | ​ | $ | 13.4 | ​ | $ | (8.9) | ​ | $ | 68.4 | ​ |

| Year ended December 31, 2023 | ​ | $ | 42.2 | ​ | $ | 3.4 | ​ | $ | 1.0 | ​ | $ | 46.6 | ​ |

| /s/ Prahlad Singh | ​ | Director | ​ | February 7, 2024 |

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

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

| ​ | ​ | ​ | ​ | ​ |

| /s/ Stanley L. Clark | ​ | Director | ​ | February 8, 2023 |

| Stanley L. Clark | ​ | ​ | ​ | ​ |

| ​ | ​ | Director | ​ | February 8, 2023 |

* Dr. Singh was not a member of our Board of Directors during the reporting period.

He was appointed to our Board on January 12, 2023.