Amphenol (APH) 10-K risk factor changes: FY2024 vs FY2023

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. [added: and other countries’] trade policies and other factors beyond the Company’s control may adversely impact its business and operating results.

During [removed: 2023,] [added: 2024,] non-U.S. markets constituted approximately 65% of the Company’s net sales, with China constituting approximately [removed: 23%] [added: 22%] of the Company’s net sales.

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

During the last few [removed: years] [added: years,] there have also been significant changes to U.S. [added: and other countries’] trade policies, [added: export control laws,] sanctions, legislation, treaties and tariffs, including, but not limited to, [added: U.S.] trade policies and tariffs affecting [removed: China.][added: China and certain of the other countries in which we operate.]

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

[removed: For example, we] [added: 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.

Additionally, it is possible that [removed: U.S.] [added: government] policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations.

[added: 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.

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

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

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

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

[removed: | | ● | intergovernmental] [added: ●intergovernmental] and other conflicts or actions, including, but not limited to, armed conflict, such as the ongoing military conflicts between Ukraine and [removed: Russia] [added: Russia,] as well as [added: between] Israel and [removed: Hamas,] [added: its adversaries in the Middle East,] trade wars, cyberattacks and acts of terrorism or war; [removed: |]

[removed: | | ● | employment] [added: ●employment] regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which the Company currently operates; [removed: |]

[removed: | | ● | industrial] [added: ●industrial] policies in various countries that favor domestic industries over multinationals or that restrict foreign companies altogether; [removed: |]

[removed: | | ● | difficulties] [added: ●difficulties] protecting intellectual property; [removed: |]

[removed: | | ● | longer] [added: ●longer] payment cycles; [removed: |]

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

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

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

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

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

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, [added: it has, from time to time, experienced certain difficulties, and] inflationary pressures and [removed: logistical challenges] [added: increased commodity prices] may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or [removed: components, which could be further exacerbated by increased commodity prices and additional inflation.][added: components.]

Moreover, the Company may not be able to pass along any increased raw material or component prices to its customers and may not be able to procure and obtain sufficient quantities of raw materials and components [added: in a] timely [added: manner] 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 [added: 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, 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 [removed: epidemics (as was the case with the COVID-19 pandemic),] [added: epidemics,] which may, in turn, negatively impact our results of operations and financial condition.

We rely on [added: information technology systems provided by third-party providers and] our [added: own] 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.

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

In addition, the rise of [removed: artificial intelligence] [added: AI] and machine learning has led to more sophisticated and deceptive attacks.

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

While the impact of [removed: such] [added: previous] attacks has not been material, future cybersecurity incidents could lead to unauthorized access to and potentially impair the Company’s information technology systems, products, customers, suppliers and third-party service providers.

Our and key third-party information technology systems and infrastructure are 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 result in reputational damage that may cause the loss of existing or future customers, the loss of our intellectual property, the release of highly sensitive confidential or personal information, the inability to access critical data and other operational disruptions, litigation with third parties (including class actions) and/or governmental [removed: investigations] [added: investigations, fines] and [removed: fines,] [added: other penalties,] among other things, which could have a material adverse effect on our business, financial condition and results of operations.

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

The potential for fines, [removed: penalties,] [added: 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.

Doing business on a worldwide basis requires us and our subsidiaries to comply with the [added: anti-corruption] laws and regulations of the U.S. government and various foreign jurisdictions, and our failure to comply with these rules and regulations may expose us to significant liabilities.

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

Our performance is dependent on our ability to attract, recruit, hire and retain skilled personnel, including our [removed: executive and core] [added: various] management teams.

It is possible that [removed: the current] [added: scarce] labor market [added: conditions, which the Company has experienced from time to time,] could have an adverse effect on our ability to attract, recruit, hire and retain skilled employees, which in turn, could have an adverse effect on the Company’s business, financial condition and results of operations.

In addition, our business could also be adversely impacted by [removed: the] [added: any] ongoing increases in labor costs, including wages and benefits.

[removed: The] [added: The] Company is dependent on end market dynamics to sell its products, [removed: particularly in the communications, automotive] and [removed: defense] [added: its operating results could be adversely affected by cyclical and at times rapid periods of reduced demand in any of its] end [removed: markets.][added: markets.]

workforce outside the United States.

There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade laws and regulations, trade policies, and tariffs.

For example, effective February 4, 2025, the U.S. government implemented an additional 10% tariff on goods being imported from China and, in response, the Chinese government implemented a 15% tariff on certain goods being imported into China from the U.S. The U.S. has also announced additional 25% tariffs for goods imported into the U.S. from Mexico and Canada beginning in March 2025.

We cannot predict what additional actions may ultimately be taken by the U.S. or other governments with respect to tariffs or trade relations, what products may be subject to such actions (including subject to U.S. export control restrictions), or what actions may be taken by the other countries in retaliation.

This was particularly evident during the COVID-19 pandemic, which resulted in disruptions to our offices

In the past, prices for these and certain other basic materials have experienced significant volatility.

The proliferation of Internet of Things (“IoT”) devices and Operational Technology (“OT”) systems has expanded the potential points of entry for an unauthorized user to access a system or network.

Threat actors are targeting IoT and OT systems to disrupt critical infrastructure or gain lateral access to corporate networks.

Cybercriminals are increasingly using AI-generated deepfake videos, audio and text to deceive individuals and organizations.

These attacks can be used for impersonation in social engineering and fraud.

Climate change may exacerbate certain such events and may also contribute to other changes that could also adversely impact our operations.

Demand for products can be subject to rapid changes arising from a wide variety of factors, including new technology developments, changes in general economic conditions, consolidation within an industry, changes in access to financing, competition, new legislation and regulation, prolonged work stoppages or other disputes with labor unions and governmental budgetary constraints, among many other factors.

In addition, the Company may not be able to close acquisitions as anticipated, or at all.

The third amended and restated credit agreement governs our $3.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), which also backstops the Company’s U.S. commercial paper program (“U.S. Commercial Paper Program”) and Euro commercial paper program (“Euro Commercial Paper Program”, and together with the U.S. Commercial Paper Program, “Commercial Paper Programs”).

tests.

Since 2019, numerous other companies have been added to that list.

Since 2022, numerous other related rules and regulations have been implemented by BIS.

In response to these regulations, the Chinese government has implemented its own set of import and export rules and regulations and added certain U.S.-based companies to the Chinese government’s “Unreliable Entity List”, which imposes additional restrictions on such companies.

The Company is subject to tax in all jurisdictions in which it operates, including the Company’s two largest markets, the U.S. and China.

The first component became effective on January 1, 2024, and the second component became effective on January 1, 2025.

In March 2024, in the U.S., the SEC issued a new rule (Final Rule 33-11275_: The Enhancement and Standardization of Climate-Related Disclosures for Investors_), which mandates certain climate- and emissions-related disclosure and financial statement requirements that SEC registrants will be required to comply with in their public filings.

Although the SEC issued an order staying the new rule in April 2024 pending litigation challenging the new rule, the Company continues to review, evaluate and implement the necessary processes in order to comply with this new rule.

The Company’s adoption of and compliance with this new rule could result in additional costs to the Company or other adverse impacts to our business, financial condition or results of operations.

This new SEC rule follows actions from certain U.S. states that continue to propose and/or pass their own ESG-related laws, certain of which came into effect in the last few years.

Such laws are not uniform and may be inconsistently applied, which can increase the complexity and cost of compliance as well as any associated litigation or enforcement risks.

and investors’ perceptions of the Company and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.

Other countries where we operate or sell our products have changed, and may continue to change, their own policies on trade as well as business and foreign investment in their respective countries.

As a result of these dynamics, we cannot predict the

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

ability to deliver products to our customers.

third-party business partners.

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.

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

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

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

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

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

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

Approximately 37% of the Company’s 2023 net sales came from sales to the communications industry.

Demand for products in these markets is generally subject to rapid technological change and/or capital spending by operators for constructing, rebuilding or upgrading their systems, all of which could be affected by a variety of factors, including general economic conditions, consolidation within the industry, the financial condition of operators and their access to financing, competition, technological developments, new legislation and regulation.

Approximately 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 conditions, or as a result of prolonged work stoppages or other disputes with labor unions.

The communications and automotive end markets are also dominated by large customers that regularly exert price pressures on their suppliers, including the Company.

Approximately 11% of the Company’s net sales came from sales to the defense end market.

Accordingly, the Company’s sales are affected by changes in the defense budgets of the U.S. and

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

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

However, the Company borrowed under the U.S.

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

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 Company is subject to tax in the U.S. and in numerous foreign jurisdictions.

The Company is currently under tax examination in several jurisdictions, and, in addition, new examinations could be initiated by additional tax authorities.

As the Company has operations in jurisdictions throughout the world, the risk of tax examinations will continue to occur.

The Company’s financial condition, results of operations or cash flows may be materially impacted by the results of these tax examinations.

Non-EU

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.

The following discussion and analysis of the financial condition and results of operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] 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”).

Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and [removed: coaxial and] [added: coaxial,] high-speed [added: and] specialty cable.

In [removed: 2023,] [added: 2024,] approximately 65% of the Company’s sales were outside the United States.

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

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

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

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

In [removed: 2023,] [added: 2024,] the Company reported net [removed: sales and] [added: sales,] operating income [removed: of $12,554.7] and [removed: $2,559.6, respectively, each representing a decrease of 1% from 2022, while] net income [removed: from continuing operations] attributable to Amphenol Corporation of [removed: $1,928.0 represented] [added: $15,222.7, $3,156.9, and $2,424.0, respectively, representing] an increase of [removed: 1%] [added: 21%, 23% and 26%] from [removed: 2022.][added: 2023, respectively.]

In 2023, the Company’s net income [removed: from continuing operations] attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.

In [removed: 2022,] [added: 2024,] the Company’s net income [removed: from continuing operations] attributable to Amphenol Corporation was impacted by (a) excess tax benefits of [removed: $56.0] [added: $142.6] related to stock-based compensation resulting from stock option [removed: exercises,] [added: exercises and (b) a discrete tax benefit of $18.6 related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position,] partially offset by [removed: (b)] [added: (c)] acquisition-related expenses of [removed: $21.5 ($18.4] [added: $145.6 ($119.3] after-tax) comprised primarily of [added: (i) external transaction costs associated with acquisitions and] the amortization related to the value associated with acquired backlog resulting from [removed: two acquisitions that closed] [added: the Carlisle Interconnect Technologies (“CIT”) acquisition (such acquisition-related expenses aggregating $127.4 are presented separately] in [removed: 2022, along] [added: the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated] with [removed: external transaction costs.][added: the CIT acquisition (such costs are]

Excluding the effects of these items, Adjusted Operating Income [removed: decreased by 1%, while] [added: and] Adjusted Net Income [removed: from continuing operations] attributable to Amphenol Corporation [added: both] increased [removed: slightly] [added: by 27%] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

[removed: Adjusted Operating Income and Adjusted Net][added: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Net Income | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Net Income | | ​ | ​ | ​ | ​ | ​ |]

[added: Adjusted Operating] Income [removed: from continuing operations] [added: and Adjusted Net Income] attributable to Amphenol 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 7.

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

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

In [removed: 2023,] [added: 2024,] the Company generated Operating Cash Flow of [removed: $2,528.7] [added: $2,814.7] and Free Cash Flow of [removed: $2,159.9,] [added: $2,157.1,] compared to Operating Cash Flow of [removed: $2,174.6] [added: $2,528.7] and Free Cash Flow of [removed: $1,796.4] [added: $2,159.9] in [removed: 2022.][added: 2023.]

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

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

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the [removed: year] [added: years] ended December 31, [added: 2024 and] 2023.

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

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

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

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

| Cost of sales | | [removed: 67.5] [added: 66.2] | ​ | [removed: 68.1] [added: 67.5] | ​ | [removed: 68.7] [added: 68.1] | ​ |

| Acquisition-related expenses | | [removed: 0.3] [added: 0.8] | ​ | [removed: 0.2] [added: 0.3] | ​ | [removed: 0.6] [added: 0.2] | ​ |

| Selling, general and administrative expenses | | [removed: 11.9] [added: 12.2] | ​ | [removed: 11.3] [added: 11.9] | ​ | 11.3 | ​ |

| Operating income | | [removed: 20.4] [added: 20.7] | ​ | [removed: 20.5] [added: 20.4] | ​ | [removed: 19.4] [added: 20.5] | ​ |

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

| Other income (expense), net | | [removed: 0.2] [added: 0.5] | ​ | [removed: 0.1] [added: 0.2] | ​ | [removed: —] [added: 0.1] | ​ |

| Income [removed: from continuing operations] before income taxes | | [removed: 19.6] [added: 19.8] | ​ | [removed: 19.5] [added: 19.6] | ​ | [removed: 18.3] [added: 19.5] | ​ |

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

| Net income [removed: from continuing operations] | | [removed: 15.5] [added: 16.0] | ​ | [removed: 15.2] [added: 15.5] | ​ | [removed: 14.5] [added: 15.2] | ​ |

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

| Net income [removed: from continuing operations] attributable to Amphenol Corporation | [removed: ​] | [removed: 15.4] [added: 15.9] | [removed: ​] [added: %] | [removed: 15.1] [added: 15.4] | [removed: ​] [added: %] | [removed: 14.4] [added: 15.1] | [removed: ​] [added: %] |

From an end market standpoint, the decrease in net sales was driven by organic declines in the [removed: information technology and data communications (“IT datacom”),] [added: IT datacom,] mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.

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

[removed: 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.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: |] Percentage Growth (relative to prior year) (1) | | | | | | | | | | | | | | [removed: | | | | | | | | |] ​ | [removed: |]

| ​ | ​ | ​ | | | | | ​ | [removed: |] Net sales | | [removed: |] ​ | [removed: |] Foreign | | [removed: |] ​ | [removed: |] Constant | | [removed: |] ​ | [removed: |] ​ | | [removed: |] ​ | [removed: |] Organic | | [removed: |] ​ | [removed: |]

| ​ | ​ | ​ | | | | | ​ | [removed: |] growth in | | [removed: |] ​ | [removed: |] currency | | [removed: |] ​ | [removed: |] Currency Net | | [removed: |] ​ | [removed: |] Acquisition | | [removed: |] ​ | [removed: |] Net Sales | | [removed: |] ​ | [removed: |]

Stock Split

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

All current and prior year data impacted by the stock split and presented in this Item 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its

recorded in Cost of sales in the Consolidated Statements of Income).

The first component became effective on January 1, 2024, and the second component became effective on January 1, 2025.

The initial implementation did not have a material impact on the Company’s consolidated financial statements during the year ended December 31, 2024, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.

2024 Compared to 2023

The increase in net sales in 2024 was driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, all as described below.

Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.

Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.

The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with

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

| Communications Solutions | ​ | ​ | 6,323.8 | ​ | ​ | 4,912.8 | ​ | 29 | % | ​ | — | % | ​ | 29 | % | ​ | 2 | % | ​ | 27 | % | ​ |

| Consolidated | ​ | $ | 15,222.7 | ​ | $ | 12,554.7 | ​ | 21 | % | ​ | — | % | ​ | 21 | % | ​ | 8 | % | ​ | 13 | % | ​ |

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

| United States | ​ | $ | 5,272.3 | | $ | 4,405.4 | ​ | 20 | % | ​ | — | % | ​ | 20 | % | ​ | 16 | % | ​ | 3 | % | ​ |

| Foreign | ​ | | 9,950.4 | ​ | | 8,149.3 | ​ | 22 | % | ​ | — | % | ​ | 23 | % | ​ | 4 | % | ​ | 19 | % | ​ |

| Consolidated | ​ | $ | 15,222.7 | ​ | $ | 12,554.7 | ​ | 21 | % | ​ | — | % | ​ | 21 | % | ​ | 8 | % | ​ | 13 | % | ​ |

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

The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 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 $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023.

Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).

The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company.

The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.

The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.

Interest expense was $217.0 in 2024 compared to $139.5 in 2023.

The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024.

Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023.

The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.

For additional details related to the reconciliation between the

| ​ | ​ | 2024 | | | | | | | | | | | | ​ | 2023 | | | | | | | | | | | |

| Reported (GAAP) | ​ | $ | 3,156.9 | | 20.7 | % | $ | 2,424.0 | ​ | 18.9 | % | $ | 1.92 | ​ | $ | 2,559.6 | | 20.4 | % | $ | 1,928.0 | ​ | 20.7 | % | $ | 1.55 |

| Amortization of acquisition-related inventory step-up costs | ​ | ​ | 18.2 | ​ | 0.1 | ​ | ​ | 14.0 | ​ | — | ​ | ​ | 0.01 | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — |

*​*

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

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

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

| Net income attributable to Amphenol Corporation | | 15.4 | % | 15.1 | % | 14.6 | % |

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

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

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Net Income | | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | | ​ | ​ | ​ | ​ | Net Income | | ​ | ​ | ​ | ​ | ​ |

_Note: All data in the tables above are on a continuing operations basis only and exclude results associated with discontinued operations._

2022 Compared to 2021

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

Net sales to the IT datacom market increased approximately $414.6, as we continue to benefit from our strong technology solutions and leading position across a broad array of applications as customers continue to support higher demand for increased bandwidth and cloud storage, along with contributions from acquisitions.

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

growth in the defense, mobile networks and IT datacom markets, along with contributions from the Company’s acquisition program.

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

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

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

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

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

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

The increases in Adjusted Operating Income and Adjusted Operating Margin in 2022 relative to 2021 was driven by all three segments, as described below.

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

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

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

Interest expense was $128.4 in 2022 compared to $115.5 in 2021.

The increase in interest expense was driven by the higher interest rate environment and its impact on the balance outstanding under the Company’s U.S. Commercial Paper Program.

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

| Reported (GAAP) | ​ | $ | 2,585.8 | | 20.5 | % | $ | 1,902.3 | ​ | 22.3 | % | $ | 3.06 | ​ | $ | 2,105.1 | | 19.4 | % | $ | 1,569.4 | ​ | 20.6 | % | $ | 2.51 |

| Acquisition-related expenses | ​ | ​ | 21.5 | ​ | 0.2 | ​ | ​ | 18.4 | ​ | (0.1) | ​ | ​ | 0.03 | ​ | ​ | 70.4 | ​ | 0.6 | ​ | ​ | 57.3 | ​ | (0.2) | ​ | ​ | 0.09 |

| Excess tax benefits related to stock-based compensation | ​ | ​ | — | ​ | — | ​ | ​ | (56.0) | ​ | 2.3 | ​ | ​ | (0.09) | ​ | ​ | — | ​ | — | ​ | ​ | (63.4) | ​ | 3.2 | ​ | ​ | (0.10) |

| Discrete tax item | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | (14.9) | ​ | 0.7 | ​ | ​ | (0.02) |

| Adjusted (non-GAAP) (2) | ​ | $ | 2,607.3 | ​ | 20.7 | % | $ | 1,864.7 | ​ | 24.5 | % | $ | 3.00 | ​ | $ | 2,175.5 | ​ | 20.0 | % | $ | 1,548.4 | ​ | 24.3 | % | $ | 2.48 |

The Company may also use cash to fund all or part of the cost of future acquisitions, as was the case with our 2023 acquisitions.

The Company expects that capital expenditures in 2024 will be in a range of 3% to 4% of net sales.

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

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.

[removed: While] [added: In addition to] the Euro [removed: Notes] [added: Notes, which] are denominated in Euros, the Company may borrow, from time to time, under the [removed: Revolving] [added: Company’s $3,000.0 unsecured revolving credit facility (the “Revolving] Credit [removed: Facility] [added: Facility”)] and Euro Commercial Paper Program, and such borrowings have been and may continue to be denominated in various foreign currencies, including the Euro.

Refer to Note 4 of the Notes to Consolidated Financial Statements for a discussion of [added: the Company’s] debt.

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] 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 [removed: was] [added: were] issued in [removed: 2023.][added: 2024.]

As of December 31, [added: 2024 and] 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, [removed: Term Loan,] U.S. Commercial Paper Program and Euro Commercial Paper Program.

As of December 31, [removed: 2023,] [added: 2024,] less than 1% of the Company’s outstanding borrowings were subject to floating interest rates.

To the extent that interest rates [added: change] related to [removed: this] floating rate debt [removed: increase further] and the Company borrows under any of [removed: these] [added: our] floating [removed: interest] rate [added: debt] instruments in the [removed: future,] [added: future (Commercial Paper Programs as well as our Revolving Credit Facility), our] interest expense and interest payments [removed: would increase.][added: will be impacted accordingly.]

A 10% change in the interest rate at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] under our Revolving Credit [removed: Facility, Term Loan] [added: Facility] 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: 2024,] [added: 2025,] there can be no assurance that interest rates will not change significantly from current levels.

In April 2024, the Company issued the April Senior Notes: (i) $450.0 aggregate principal amount of the Original 2027 Senior Notes, (ii) $450.0 aggregate principal amount of the 2029 Senior Notes and (iii) $600.0 aggregate principal amount of the 2034 Senior Notes.

Then, in October 2024, the Company issued the October Senior Notes: (i) $250.0 aggregate principal amount of the Additional 2027 Senior Notes, (ii) $750.0 aggregate principal amount of the 2035 Senior Notes and (iii) $500.0 aggregate principal amount of the 2054 Senior Notes.

Refer to Note 4 of the accompanying Notes to Consolidated Financial Statements herein for further discussion related to these debt instruments.

However, the Company borrowed under the U.S. Commercial Paper Program throughout much of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 of the Notes to Consolidated Financial Statements.

Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future.

In March 2023, the Company issued $350.0 principal amount of 4.750% 2026 Senior Notes, the net proceeds of which were used to repay certain outstanding borrowings under the U.S. Commercial Paper Program.

Similarly, any borrowings under the two-year, $750.0 delayed draw Term Loan entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR.

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, 2022, there were no outstanding borrowings under the Revolving Credit Facility, Term Loan and Euro Commercial Paper Program, while approximately $640, or 14% of the Company’s outstanding borrowings in 2022, primarily under the U.S. Commercial Paper Program, were subject to floating interest rates.

The Company’s weighted average floating rate on borrowings under the U.S. Commercial Paper Program as of December 31, 2022 was 4.69%.

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

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and [removed: coaxial and] [added: coaxial,] high-speed [added: and] specialty cable.

The Company estimates, based on recent reports of industry analysts, that worldwide sales of interconnect and sensor-related products were approximately [removed: $235] [added: $250] billion in [removed: 2023.][added: 2024.]

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

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

●_Communications Solutions_ – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, [removed: together with] [added: coaxial and high-speed cable, as well as] antennas.

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

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

[removed: | | ● | _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. [removed: The majority of the Company’s international operations have broad capabilities, including new product development. The Company is also able to take advantage of the lower manufacturing costs in some regions, and has established low-cost manufacturing and assembly facilities around the world. |]

[removed: | | ● | _Control costs_ - The Company recognizes the importance in today’s global marketplace of maintaining a competitive cost structure. Innovation, product quality and performance, and comprehensive customer service are not mutually exclusive with controlling costs. Controlling costs is part of a mindset.] It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, 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. [removed: This mindset was particularly important in recent years, as supply chain challenges arose, followed by inflationary pressures and logistical challenges that persisted into 2023. |]

[removed: | | |] [added: The alignment of the Company’s businesses into three divisions (representing the Company’s] reportable business segments), each led by a segment manager reporting directly to the Chief Executive Officer, reinforces this culture and [added: enables] clear accountability, [removed: and enhances] [added: while enhancing] the scalability of the Company’s entrepreneurial organization. [removed: |]

Sales into the automotive market represented approximately [removed: 23%] [added: 20%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

Sales into the broadband communications market represented approximately [removed: 4%] [added: 3%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

Sales into the commercial aerospace market represented approximately [removed: 4%] [added: 6%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

Sales into the defense market represented approximately 11% of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

Sales into the industrial market represented approximately [removed: 25%] [added: 24%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

| ● [removed: agriculture] [added: agricultural] equipment | | ● marine |

Sales into the [removed: IT datacom] [added: mobile devices] market represented approximately [removed: 19%] [added: 9%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

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

| ● gaming systems | ​ | ● [removed: storage systems] [added: transmission] |

_Mobile Devices_ - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical [removed: components] [added: components, including hinges,] found in a wide array of mobile computing devices.

Sales into the mobile [removed: devices] [added: networks] market represented approximately [removed: 10%] [added: 3%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

_Mobile Networks_ - Amphenol is a leading global interconnect solutions provider to the mobile networks market and offers a wide product portfolio, including antennas, [added: cable,] connectors and interconnect systems.

[removed: Sales into the mobile networks market] represented approximately [removed: 4%] [added: 24%] of the Company’s net sales in [removed: 2023,] [added: 2024,] with sales into the following primary end applications:

No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

The Company’s sales to distributors represented approximately [removed: 17% and] 18% [added: and 17%] of the Company’s net sales in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

In addition, the Company generally relies on local management in every region, which we believe creates a [removed: strong] [added: high] degree of organizational stability and operational agility, as well as a deeper understanding of local markets.

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

The Company sources [added: materials and components for] its products on a worldwide basis.

To better serve certain high-volume customers, the Company has established [removed: certain] facilities near these major customers.

The Company’s product development strategy is to rely on product design teams at [removed: each] [added: most] of our [removed: operating] [added: business] units around the world working collaboratively with customers, which often results in the Company obtaining approved vendor status for its customers’ new products and programs.

The Company [removed: 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: 2023,] [added: 2024,] our research, development and engineering efforts, which relate to the creation of new and improved products and processes, were supported by approximately [removed: 4,000] [added: 4,600] of our employees and were performed primarily by individual [removed: operating] [added: business] units focused on specific markets and product technologies.

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

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 [added: patents against us or any of our products.]

From time to time, the Company [added: has encountered, and in the future] may [removed: encounter] [added: encounter,] difficulties in obtaining certain raw materials or components necessary for production [added: at reasonable costs] due to supply chain constraints and logistical challenges, which may include regulatory [removed: restrictions.][added: restrictions and the imposition of additional tariffs.]

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, inflationary pressures and [removed: logistical challenges] [added: increased commodity prices] may impact the cost and availability of certain raw materials and components used by the Company and result in supply shortages for discrete raw materials or [removed: components, which could be further exacerbated by increased commodity prices and additional inflation.][added: components.]

For a discussion of certain risks related to the availability of and dependence on raw materials and components, refer to the risk factor titled “_The Company and certain of its suppliers and customers have [removed: experienced] [added: experienced, and may in the future experience,] difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components [removed: is increasing_”] [added: may increase_”] in Part I, Item 1A.

Primary competitors include Aptiv, Belden, [removed: Commscope,] [added: CommScope,] Eaton, Foxconn, Glenair, HARTING, Hirose, HUBER+SUHNER, ICT Luxshare, JAE, Jonhon, JST, Molex, Phoenix Contact, Radiall, Rosenberger, Sensata, TE [removed: Connectivity, Yazaki] [added: Connectivity] and [removed: 3M,] [added: Yazaki,] among others.

The Company estimates that its backlog of unfilled firm orders as of December 31, [removed: 2023] [added: 2024] was approximately [removed: $4.0] [added: $6.1] billion compared with backlog of approximately [removed: $4.1] [added: $4.0] billion as of December 31, [removed: 2022.][added: 2023.]

A significant portion of the Company’s business, such as sales to the communications-related markets [removed: (including wireless communications, information technology] and [removed: data communications and broadband communications) and] sales to distributors, generally have short lead times.

| % of 2024 Net Sales: | | 29% | | 42% | | 29% |

●_Pursue broad market diversification_ - The Company constantly strives to increase the diversity of its markets, customers, applications and products.

Due to the tremendous variety of opportunities in the electronics industry, management believes that it is important to participate wherever significant growth opportunities are available.

An overview of the Company’s market and product participation is described under “Markets”.

●_Develop high-technology performance-enhancing solutions_ - The Company seeks to expand the scope and number of its preferred supplier relationships with customers across its diverse end markets.

The Company works closely with its customers at the design stage to create and manufacture innovative solutions.

These products generally have higher value-added content than other interconnect, antenna and sensor products, and have been developed across the Company’s end markets.

●_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.

The majority of the Company’s international operations have broad capabilities, including new product development.

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

●_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 2024, the Company invested approximately $2.2 billion to fund two acquisitions, while in 2023, the Company invested approximately $970 million to fund 10 acquisitions.

Our acquisitions in 2024 and 2023 have strengthened our customer base and product offerings in many of our end markets and have brought new high-performing management teams into the Company.

In particular, the acquisition in May 2024 of Carlisle Interconnect Technologies (“CIT”), a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets, with a wide range of products, including wire and cable, cable assemblies, contacts, connectors and sensors, represents one of the largest acquisitions in the Company’s history.

Management believes that CIT’s wide range of products are highly complementary to Amphenol’s existing interconnect and sensor solutions.

●_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 enabled and incented to grow and develop their business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to 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.

Sales into the IT datacom market

| ● artificial intelligence (“AI”) | ​ | ● servers |

*​*

| ​ | ​ | ​ |

| ​ | ​ | ​ |

The increase in the Company’s backlog was primarily related to strong demand for the Company’s products that support AI applications, as well as contributions from the Company’s acquisition program.

We believe this structure, with approximately 140 general managers running unique, independent businesses, creates an environment and

Our 2023 Sustainability Report was prepared in accordance with the Global Reporting Initiative (“GRI”) Standards

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

​

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

| | ● | _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 2023, the Company invested approximately $970 million to fund 10 acquisitions, while in 2022, the Company invested approximately $288 million to fund two acquisitions. Our acquisitions in 2023 and 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 enabled and incented to grow and develop their business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to 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 divisions (representing the Company’s |

| ● internet appliances | ​ | ● transmission |

patents against us or any of our products.

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

Environmental, Social and Corporate Governance

_Risk Factors_ within the risk factors titled “_The_

Information included in our 2022 Sustainability Report and our website is not incorporated by reference in, and does not form part of, this Annual Report.

_Diversity, Equity and Inclusion_ – Amphenol is committed to workplace diversity and fostering a culture of equity, inclusion and belonging across our organization.

In addition, the safety and well-being of our employees is critical to the successful operation of our business.

employees live and work.

Our local teams are actively supporting their communities in a variety of ways including: school supply drives, local blood drives, mentoring of at-risk students, community clean-up events, local tree planting, holiday-giving events and food delivery services.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

(Address of principal executive [removed: offices)][added: offices, including zip code)]

As of June 30, [removed: 2023,] [added: 2024,] 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: $44,189] [added: $70,603] million.

As of January 31, [removed: 2024,] [added: 2025,] the total number of shares outstanding of Registrant’s Class A Common Stock was [removed: 599,854,853.][added: 1,211,081,107.]

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

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

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

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

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

| ​ | ​ | [removed: [_Human] [added: [Human] Capital Management and Our [removed: Culture_](#HumanCapital)] [added: Culture](#HumanCapital)] | ​ | [removed: [11](#HumanCapital)] [added: [10](#HumanCapital)] |

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

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

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

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

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

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

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

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

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

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

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

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

| ​ | [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: [92](#Item9ChangesinandDisagreementswithAccoun)] [added: [95](#Item9ChangesinandDisagreementswithAccoun)] |

| ​ | [Item 9A.](#Item9AControlsandProcedures_802439) | [Controls and Procedures](#Item9AControlsandProcedures_802439) | ​ | [removed: [92](#Item9AControlsandProcedures_802439)] [added: [95](#Item9AControlsandProcedures_802439)] |

| ​ | [Item 9B.](#Item9BOtherInformation_858302) | [Other Information](#Item9BOtherInformation_858302) | ​ | [removed: [92](#Item9BOtherInformation_858302)] [added: [95](#Item9BOtherInformation_858302)] |

| ​ | [Item 9C.](#Item9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9C) | ​ | [removed: [92](#Item9C)] [added: [95](#Item9C)] |

| ​ | [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: [93](#Item10DirectorsExecutiveOfficersandCorpo)] [added: [96](#Item10DirectorsExecutiveOfficersandCorpo)] |

| ​ | [Item 11.](#Item11ExecutiveCompensation_611183) | [Executive Compensation](#Item11ExecutiveCompensation_611183) | ​ | [removed: [93](#Item11ExecutiveCompensation_611183)] [added: [96](#Item11ExecutiveCompensation_611183)] |

| ​ | [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: [93](#Item12SecurityOwnershipofCertainBenefici)] [added: [96](#Item12SecurityOwnershipofCertainBenefici)] |

| ​ | [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: [94](#Item13CertainRelationshipsandRelatedTran)] [added: [97](#Item13CertainRelationshipsandRelatedTran)] |

| ​ | [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accountant Fees and Services](#Item14PrincipalAccountingFeesandServices) | ​ | [removed: [94](#Item14PrincipalAccountingFeesandServices)] [added: [97](#Item14PrincipalAccountingFeesandServices)] |

| ​ | [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | [removed: [Exhibit] [added: [Exhibits] and Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | ​ | [removed: [95](#Item15ExhibitsFinancialStatementSchedule)] [added: [98](#Item15ExhibitsFinancialStatementSchedule)] |

| ​ | [Item 16.](#Item16Form10KSummary) | [Form 10-K Summary](#Item16Form10KSummary) | ​ | [removed: [97](#Item16Form10KSummary)] [added: [101](#Item16Form10KSummary)] |

| [Signatures](#Signatures_746471) | | | ​ | [removed: [99](#Signatures_746471)] [added: [103](#Signatures_746471)] |

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

These forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, may contain words and terms such as: “anticipate,” “believe,” [added: “commit,”] “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “look ahead,” “may,” “ongoing,” “optimistic,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” and other words and terms of similar meaning._

_Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, effective tax rate, interest [removed: rates] [added: rates, the expected timing for the closing of certain acquisitions] or other matters.

There may be other risks and uncertainties not identified in these documents [removed: that] [added: (that] we either currently do not expect to have an adverse effect on our business or that we are unable to predict or identify at the time of this Annual [removed: Report.][added: Report) that may cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements.]

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

Our Program [added: takes a risk-based approach and] is integrated into our overall enterprise risk management program.

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

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

[removed: | | ● | annual] [added: ●annual] management reporting to the [removed: Board of Directors (the “Board”); |][added: Board;]

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

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

[removed: | | ● | the] [added: ●the] use of external service providers, where appropriate, to [removed: assess, monitor, test] [added: assess risk, monitor alerts, perform penetration testing] or otherwise assist with aspects of our security controls and response to cybersecurity incidents; and [removed: |]

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

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 [added: and security controls, and our management team updates the Board, as necessary, regarding any significant cybersecurity incidents.]

●annual cybersecurity awareness training, including phishing simulation campaigns, to educate employees on recognizing cybersecurity threats and preventing actions that could unintentionally grant unauthorized access to our systems;

●deployment of endpoint protection software, supported by external managed services, to attempt to proactively detect and block malicious code from affecting our systems;

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

| | ● | 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; |

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

At December 31, [removed: 2023,] [added: 2024,] the Company operated approximately [removed: 280] [added: 300] manufacturing facilities with approximately [removed: 27] [added: 31] million square feet, of which approximately [removed: 19] [added: 23] million square feet were leased.

Manufacturing facilities located in the U.S. had approximately [removed: 5] [added: 6] million square feet, of which approximately [removed: 2] [added: 3] million square feet were leased.

Manufacturing facilities located outside the U.S. had approximately [removed: 22] [added: 25] million square feet, of which approximately [removed: 17] [added: 20] million square feet were leased.

The square footage by segment related to our manufacturing facilities was approximately [removed: 7] [added: 10] million square feet, [removed: 11] [added: 12] million square feet and 9 million square feet for the Harsh Environment Solutions segment, Communications Solutions segment and Interconnect and Sensor Systems segment, respectively.

The Company’s Common Stock has been listed on the New York Stock Exchange since that time under the ticker symbol [removed: “APH”.][added: “APH.” As of January 31, 2025, there were 30 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: 2023] [added: 2024] 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: 2018,] [added: 2019,] reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year.

[removed: ][added: ]

Contingent upon declaration by the [removed: Company’s Board of Directors (the “Board”),] [added: Board,] the Company pays a quarterly dividend on shares of its Common Stock.

The following table sets forth the dividends declared per common share [removed: for] [added: during] each quarter of [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Fourth Quarter [added: – 2024:] | ​ | [added: ​] | [removed: 0.22] [added: ​] | ​ | [added: ​] | [removed: 0.21] [added: ​] | [added: ​ | ​ | ​ | ​ | ​ |]

Dividends declared and paid for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] _(in millions)_ were as follows:

| Dividends declared | ​ | $ | [removed: 507.4] [added: 662.9] | ​ | $ | [removed: 482.6] [added: 507.4] |

| Dividends paid (including those declared in the prior year) | ​ | | [removed: 500.6] [added: 595.1] | ​ | | [removed: 477.4] [added: 500.6] |

On April 27, 2021, the Board authorized a stock repurchase program under which the Company [removed: may] [added: could] purchase up to $2.0 billion of [removed: the Company’s] [added: its] Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).

During the three months and year ended December 31, [removed: 2023,] [added: 2024,] the Company repurchased [removed: 1.3] [added: 2.4] million and [removed: 7.2] [added: 7.0] million shares of its Common Stock for [removed: $115.3] [added: $168.9] million and [removed: $585.1] [added: $463.7] million, respectively, under the [removed: 2021] [added: 2024] Stock Repurchase Program.

Of the total repurchases made in [removed: 2023, 5.5] [added: 2024, 4.2] million shares, or [removed: $435.8] [added: $287.5] million, have been retired by the Company, with the remainder of the repurchased shares [removed: being] retained in Treasury stock at the time of repurchase.

From January 1, [removed: 2024 through] [added: 2025 to] January 31, [removed: 2024,] [added: 2025,] the Company [removed: did not repurchase any] [added: repurchased 0.7 million] additional shares of its Common [removed: Stock,] [added: Stock for $50.7 million,] and, as of February 1, [removed: 2024,] [added: 2025,] the Company has remaining authorization to purchase up to [removed: $226.5] [added: $1,485.6] million of its Common Stock under the [removed: 2021] [added: 2024] Stock Repurchase Program.

The timing and amount of any future [removed: purchases] [added: repurchases] will depend on a number of factors, such as 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: 2023] [added: 2024] were as [removed: follows:][added: follows, adjusted to give effect to the two-for-one stock split discussed above and in Note 1 of the Notes to Consolidated Financial Statements:]

| Fourth Quarter [removed: – 2023:] | ​ | [removed: ​] | [removed: ​ | ​ | ​ | ​ | ​ | ​] [added: 0.165] | ​ | [removed: ​] | [removed: ​] [added: 0.11] |

Stock Split

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Common Stock.

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

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

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented throughout this Annual Report, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

​

| ​ | | 2024 | | | 2023 | |

| First Quarter | ​ | $ | 0.11 | ​ | $ | 0.105 |

| Second Quarter | ​ | | 0.11 | ​ | | 0.105 |

| Third Quarter | ​ | | 0.165 | ​ | | 0.105 |

| Total | ​ | $ | 0.55 | ​ | $ | 0.425 |

| ​ | ​ | 2024 | | | 2023 | |

On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”).

The 2024 Stock Repurchase Program became effective on April 29, 2024.

During the year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $225.6 million under the 2021 Stock Repurchase Program.

All of the repurchased shares under the 2021 Stock Repurchase Program during 2024 have been retired by the Company.

As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.

| First Quarter – 2024 | ​ | 2,858,200 | ​ | $ | 53.80 | ​ | 2,858,200 | ​ | $ | 72.7 | ​ |

| Second Quarter – 2024 | ​ | 3,068,840 | ​ | ​ | 62.05 | ​ | 3,068,840 | ​ | ​ | 1,881.4 | ​ |

| Third Quarter – 2024 | ​ | 2,730,300 | ​ | ​ | 64.55 | ​ | 2,730,300 | ​ | ​ | 1,705.2 | ​ |

| October 1 to October 31, 2024 | | 821,200 | ​ | | 66.20 | | 821,200 | | ​ | 1,650.8 | ​ |

| November 1 to November 30, 2024 | | 833,700 | ​ | | 71.53 | | 833,700 | | ​ | 1,591.2 | ​ |

| December 1 to December 31, 2024 | | 753,800 | ​ | | 72.79 | | 753,800 | | $ | 1,536.3 | ​ |

| ​ | ​ | 2,408,700 | ​ | ​ | 70.11 | ​ | 2,408,700 | ​ | ​ | ​ | ​ |

| Total – 2024 | | 11,066,040 | ​ | $ | 62.29 | | 11,066,040 | | ​ | ​ | ​ |

As of January 31, 2024, there were 31 holders of record of the Company’s Common Stock.

| ​ | | 2023 | | | 2022 | |

| First Quarter | ​ | $ | 0.21 | ​ | $ | 0.20 |

| Second Quarter | ​ | | 0.21 | ​ | | 0.20 |

| Third Quarter | ​ | | 0.21 | ​ | | 0.20 |

| Total | ​ | $ | 0.85 | ​ | $ | 0.81 |

| ​ | ​ | 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 | | ​ | ​ | ​ |

We have audited the accompanying consolidated balance sheets of Amphenol Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by COSO.

Management judgment is required to identify and evaluate each [removed: uncertain] [added: unrecognized] tax [removed: position] [added: benefit] to determine whether the more likely than not recognition [removed: thresholds have] [added: threshold has] been met.

Further, the evaluation of each [removed: uncertain] [added: unrecognized] tax [removed: position] [added: benefit] requires management to apply specialized skill and knowledge related to the identified position.

The Company has unrecognized tax benefits of [removed: $216.0] [added: $214.5] million, including penalties and interest, as of December 31, [removed: 2023.][added: 2024.]

We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which [removed: has] [added: may have] differing and complex tax laws and regulations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s [removed: identification] [added: recognition and measurement] of [removed: uncertain] [added: identified unrecognized] tax [removed: positions, the estimates of the amounts to be realized] [added: benefits,] and whether it is more likely than not that the tax position will be sustained.

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

| | ● | With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding [removed: uncertain] [added: unrecognized] tax [removed: positions] [added: benefits] including: |

| | o | Assessing the reasonableness of the methods and [removed: assumptions] [added: processes] used by management to identify uncertain tax positions including but not limited to: |

| | o | Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the [removed: uncertain] [added: unrecognized] tax [removed: liability.] [added: benefit.] |

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

| | o | Evaluating [added: a sample of] tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present [removed: such that a previously unrecognized uncertain tax position is recognized.] [added: and has been appropriately accounted for in the financial statements.] |

| ​ | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net sales | ​ | $ | [removed: 12,554.7] [added: 15,222.7] | ​ | $ | [removed: 12,623.0] [added: 12,554.7] | ​ | $ | [removed: 10,876.3] [added: 12,623.0] | ​ |

| Cost of sales | ​ | | [removed: 8,470.6] [added: 10,083.0] | ​ | | [removed: 8,594.8] [added: 8,470.6] | ​ | | [removed: 7,474.5] [added: 8,594.8] | ​ |

| Gross profit | ​ | | [removed: 4,084.1] [added: 5,139.7] | ​ | | [removed: 4,028.2] [added: 4,084.1] | ​ | | [removed: 3,401.8] [added: 4,028.2] | ​ |

| Acquisition-related expenses | ​ | | [removed: 34.6] [added: 127.4] | ​ | | [removed: 21.5] [added: 34.6] | ​ | | [removed: 70.4] [added: 21.5] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 1,489.9] [added: 1,855.4] | ​ | | [removed: 1,420.9] [added: 1,489.9] | ​ | | [removed: 1,226.3] [added: 1,420.9] | ​ |

| Operating income | ​ | | [removed: 2,559.6] [added: 3,156.9] | ​ | | [removed: 2,585.8] [added: 2,559.6] | ​ | | [removed: 2,105.1] [added: 2,585.8] | ​ |

| Interest expense | ​ | | [removed: (139.5)] [added: (217.0)] | ​ | | [removed: (128.4)] [added: (139.5)] | ​ | | [removed: (115.5)] [added: (128.4)] | ​ |

| Gain on bargain purchase acquisition | ​ | | [removed: 5.4] [added: —] | ​ | | [removed: —] [added: 5.4] | ​ | | — | ​ |

| Other income (expense), net | ​ | | [removed: 29.3] [added: 72.0] | ​ | | [removed: 10.0] [added: 29.3] | ​ | | [removed: (0.4)] [added: 10.0] | ​ |

| Income [removed: from continuing operations] before income taxes | ​ | | [removed: 2,454.8] [added: 3,011.9] | ​ | | [removed: 2,467.4] [added: 2,454.8] | ​ | | [removed: 1,989.2] [added: 2,467.4] | ​ |

| Provision for income taxes | ​ | | [removed: (509.3)] [added: (570.3)] | ​ | [added: ​] | [removed: (550.6)] [added: (509.3)] | ​ | | [removed: (409.1)] [added: (550.6)] | ​ |

| Net income [removed: from continuing operations] | ​ | ​ | [removed: 1,945.5] [added: 2,441.6] | ​ | ​ | [removed: 1,916.8] [added: 1,945.5] | ​ | ​ | [removed: 1,580.1] [added: 1,916.8] | ​ |

| Less: Net income [removed: from continuing operations] attributable to noncontrolling interests | ​ | | [removed: (17.5)] [added: (17.6)] | ​ | | [removed: (14.5)] [added: (17.5)] | ​ | | [removed: (10.7)] [added: (14.5)] | ​ |

| Net income [removed: from continuing operations] attributable to Amphenol Corporation | ​ | [added: $] | [removed: 1,928.0] [added: 2,424.0] | ​ | [added: $] | [removed: 1,902.3] [added: 1,928.0] | ​ | [added: $] | [removed: 1,569.4] [added: 1,902.3] | ​ |

| Net income attributable to Amphenol Corporation [added: stockholders] | ​ | $ | [removed: 1,928.0] [added: 2,424.0] | ​ | $ | [removed: 1,902.3] [added: 1,928.0] | ​ | $ | [removed: 1,590.8 | ​] [added: 1,902.3] |

| Net income [removed: per common share] attributable to Amphenol Corporation [added: per common share] — [removed: Basic:] [added: Basic] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 2.01] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 1.62] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 1.60] | ​ |

| Net income attributable to Amphenol Corporation [added: per common share] — Basic | ​ | $ | [removed: 3.23] [added: 2.01] | ​ | $ | [removed: 3.19] [added: 1.62] | ​ | $ | [removed: 2.66 | ​] [added: 1.60] |

| Weighted average common shares outstanding — Basic | ​ | | [removed: 596.5] [added: 1,203.8] | ​ | | [removed: 596.2] [added: 1,193.0] | ​ | | [removed: 597.9] [added: 1,192.3] | ​ |

| Net income [removed: per common share] attributable to Amphenol Corporation [added: per common share] — [removed: Diluted:] [added: Diluted] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 1.92] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 1.55] | ​ | [removed: ​] [added: $] | [removed: ​] [added: 1.53] | ​ |

| Net income attributable to Amphenol Corporation [added: per common share] — Diluted | ​ | $ | [removed: 3.11] [added: 1.92] | ​ | $ | [removed: 3.06] [added: 1.55] | ​ | $ | [removed: 2.54 | ​] [added: 1.53] |

| Weighted average common shares outstanding — Diluted | ​ | | [removed: 620.6] [added: 1,263.6] | ​ | | [removed: 621.0] [added: 1,241.2] | ​ | | [removed: 625.5] [added: 1,242.0] | ​ |

| Dividends declared [added: ($0.405] per common [removed: share] [added: share)] | ​ | [removed: $] [added: ​] | [removed: 0.85] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 0.81] [added: ​] | ​ | [removed: $] [added: ​] | [removed: 0.635] [added: ​] | ​ | [added: ​ | ​ | ​ | ​ | | (482.6) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (482.6) | ​ | ​ | ​ | ​ |]

| Net income [removed: from continuing operations] | ​ | $ | [removed: 1,945.5] [added: 2,441.6] | ​ | $ | [removed: 1,916.8] [added: 1,945.5] | ​ | $ | [removed: 1,580.1] [added: 1,916.8] | ​ |

| Net income [removed: before allocation to noncontrolling interests] | ​ | $ | [removed: 1,945.5] [added: 2,441.6] | ​ | $ | [removed: 1,916.8] [added: 1,945.5] | ​ | $ | [removed: 1,601.5] [added: 1,916.8] | ​ |

| | ◾ | Reviewing other available relevant information |

February 7, 2025

| ​ | | 2024 | | | 2023 | | |

| Balance as of January 1, 2022 | | 1,201.4 | ​ | $ | 1.2 | ​ | (3.2) | ​ | $ | (100.0) | ​ | $ | 2,408.4 | ​ | $ | 4,278.9 | ​ | $ | (286.5) | ​ | $ | 58.1 | ​ | $ | 6,360.1 | ​ | $ | 19.0 | ​ |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 2,424.0 | ​ | ​ | ​ | ​ | | 16.0 | ​ | | 2,440.0 | ​ | | 1.6 | ​ |

| Other comprehensive income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (182.7) | ​ | | (1.3) | ​ | | (184.0) | ​ | | (0.5) | ​ |

| Capital contributions from noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1.5 | ​ | ​ | 1.5 | ​ | ​ | ​ | ​ |

| Purchase of noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 0.2 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (0.1) | ​ | ​ | 0.1 | ​ | ​ | (23.1) | ​ |

| Purchase of treasury stock | ​ | ​ | ​ | ​ | ​ | ​ | (11.1) | ​ | | (689.3) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (689.3) | ​ | ​ | ​ | ​ |

| Stock options exercised | | 19.9 | ​ | | — | ​ | 2.7 | ​ | ​ | 119.3 | ​ | | 391.5 | ​ | ​ | (64.1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 446.7 | ​ | ​ | ​ | ​ |

| Balance as of December 31, 2024 | | 1,212.9 | ​ | $ | 1.2 | ​ | (3.6) | ​ | $ | (199.7) | ​ | $ | 3,601.8 | ​ | $ | 7,105.0 | ​ | $ | (716.3) | ​ | $ | 55.4 | ​ | $ | 9,847.4 | ​ | $ | 8.7 | ​ |

| Other, net | ​ | ​ | 1.4 | ​ | ​ | — | ​ | ​ | — | ​ |

The Company’s results of operations for each of the three years ended December 31, 2024

may not necessarily be indicative of its future operating results.

The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S. GAAP.

_Stock Split_

On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two\-for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $0.001 per share.

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

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.

The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.

However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.

equipment and office equipment and 20 to 40 years for buildings.

Annually, the Company performs its goodwill impairment assessment on its three reporting units.

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

including dilutive common shares, the dilutive effect of which relates to stock options.

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

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

As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 13 herein for further details regarding this adoption.

prospects.

The Company continues to evaluate ASU 2023-09 and its disclosure requirements, and will adopt this standard in our upcoming Annual Report on Form 10-K for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No. 2024-03, _Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses_ (“ASU 2024-03”).

The intent of ASU 2024-03 is to improve financial statement disclosures regarding information about certain costs and expenses.

Specifically, ASU 2024-03 requires the disaggregation of significant expenses within the income statement expense line items, including, but not limited to, purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, among others, as well as a qualitative description of the remaining amounts not separately disaggregated quantitatively.

ASU 2024-03 is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments under ASU 2024-03 should be applied on a prospective basis, although retrospective application is permitted.

​

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

February 7, 2024

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

| Continuing operations | ​ | $ | 3.23 | ​ | $ | 3.19 | ​ | $ | 2.62 | ​ |

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

| Continuing operations | ​ | $ | 3.11 | ​ | $ | 3.06 | ​ | $ | 2.51 | ​ |

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

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

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

| Balance as of January 1, 2021 | | 600.7 | ​ | $ | 0.6 | ​ | (2.0) | ​ | $ | (111.1) | ​ | $ | 2,068.1 | ​ | $ | 3,705.4 | ​ | $ | (278.1) | ​ | $ | 67.0 | ​ | $ | 5,451.9 | ​ | $ | — | ​ |

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

| Other comprehensive income (loss) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (8.4) | ​ | | 1.6 | ​ | | (6.8) | ​ | | — | ​ |

| Acquisitions resulting in noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1.8 | ​ | | 1.8 | ​ | | 19.0 | ​ |

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

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

| Balance as of December 31, 2021 | | 600.7 | ​ | ​ | 0.6 | ​ | (1.6) | ​ | ​ | (100.0) | ​ | ​ | 2,409.0 | ​ | ​ | 4,278.9 | ​ | ​ | (286.5) | ​ | ​ | 58.1 | ​ | ​ | 6,360.1 | ​ | ​ | 19.0 | ​ |

| --- | --- |

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

| Net cash provided by operating activities | ​ | | 2,528.7 | ​ | | 2,174.6 | ​ | | 1,540.1 | ​ |

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

| Net cash used in investing activities | ​ | | (1,393.7) | ​ | | (731.1) | ​ | | (1,887.5) | ​ |

| Purchase of treasury stock | ​ | | (585.1) | ​ | | (730.5) | ​ | | (661.7) | ​ |

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

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

| Net cash used in financing activities | ​ | | (1,012.4) | ​ | | (1,196.7) | ​ | | (145.2) | ​ |

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

effective date of acquisition.

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

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

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

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

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

Prior to the segment structure change and through December 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”.

In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in effect.

quantitative assessment was not required.

Discontinued Operations and Held for Sale Accounting

The Company reports a component of an entity or group of components of an entity as a discontinued operation and held for sale upon acquisition, if the Company has (i) executed a plan to sell the business as of the acquisition date or (ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for sale criteria within three months.

An entity meets the held for sale criteria when (a) management, having the authority to approve the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any significant changes or to be withdrawn, (b) the completed sale is probable within one year, and (c) an active program to locate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation to its current fair value and for immediate sale in its present condition.

The assets acquired and liabilities assumed from an entity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and are recorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close within one year.

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter ended December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] which is included in Item 8 of this Annual Report.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

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: 2023,] [added: 2024,] and certain information included therein is incorporated herein by reference.

​

Pursuant to Instruction G(3) to Form 10-K, the information required by Item 10 with respect to corporate governance is incorporated herein by reference to the Proxy Statement.

The Company has adopted an Insider Trading Compliance Policy that governs the purchase, sale and other dispositions of its securities by directors, officers and employees of the Company that it believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

A copy of the Company’s Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.

The following table summarizes the Company’s equity compensation plan information as of December 31, [removed: 2023:][added: 2024:]

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

| Equity compensation plans approved by security holders | | 105,704,191 | ​ | $ | 29.40 | | 55,113,594 | ​ |

| Total | | 105,704,191 | ​ | $ | 29.40 | | 55,113,594 | ​ |

| ​ | ​ | (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 | ​ |

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

| [Consolidated Statements of Income—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ConsolidatedStatementsofIncome_247596)] [added: 2022](#ConsolidatedStatementsofIncome_247596)] | [removed: [50](#ConsolidatedStatementsofIncome_247596)] [added: [52](#ConsolidatedStatementsofIncome_247596)] |

| [Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ConsolidatedStatementsofComprehensiveInc)] [added: 2022](#ConsolidatedStatementsofComprehensiveInc)] | [removed: [51](#ConsolidatedStatementsofComprehensiveInc)] [added: [53](#ConsolidatedStatementsofComprehensiveInc)] |

| [Consolidated Balance Sheets—December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ConsolidatedBalanceSheets_591973)] [added: 2023](#ConsolidatedBalanceSheets_591973)] | [removed: [52](#ConsolidatedBalanceSheets_591973)] [added: [54](#ConsolidatedBalanceSheets_591973)] |

| [Consolidated Statements of Changes in Equity—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ConsolidatedStatementsofChangesinEquity_)] [added: 2022](#ConsolidatedStatementsofChangesinEquity_)] | [removed: [53](#ConsolidatedStatementsofChangesinEquity_)] [added: [55](#ConsolidatedStatementsofChangesinEquity_)] |

| [Consolidated Statements of Cash Flow—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ConsolidatedStatementsofCashFlow_3394)] [added: 2022](#ConsolidatedStatementsofCashFlow_3394)] | [removed: [54](#ConsolidatedStatementsofCashFlow_3394)] [added: [56](#ConsolidatedStatementsofCashFlow_3394)] |

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

| [Management Report on Internal Control](#ManagementReportonInternalControl_110591) | [removed: [92](#ManagementReportonInternalControl_110591)] [added: [95](#ManagementReportonInternalControl_110591)] |

| (a)(2) Financial Statement Schedules for the Three Years Ended December 31, [removed: 2023] [added: 2024] | ​ |

| [II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#SCHEDULEII_950693)] [added: 2022](#SCHEDULEII_950693)] | [removed: [98](#SCHEDULEII_950693)] [added: [102](#SCHEDULEII_950693)] |

| [removed: 3.2] [added: 3.3] | [Amphenol Corporation, Fifth Amended and Restated By-laws dated August 3, 2023 (filed as Exhibit 3.1 to the Form 8-K filed on August 4, 2023).*](https://www.sec.gov/Archives/edgar/data/820313/000110465923087831/tm2322784d1_ex3-1.htm) |

| 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, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/820313/000141057819001153/tv529106_ex4-2.htm)] |

| [removed: 4.11] [added: 4.13] | [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/820313/000155837024000866/aph-20231231xex4d11.htm)] [added: 1934 (filed as Exhibit 4.11 to the December 31, 2023 Form 10-K).*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex4d11.htm)] |

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

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

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

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

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

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

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

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

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

| 10.16 | [Ninth Amendment to Pension Plan for Employees of Amphenol [removed: Corporation] [added: Corporation,] as amended and restated effective January 1, 2016, dated December 1, 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) |

| 10.17 | [Tenth Amendment to Pension Plan for Employees of Amphenol [removed: Corporation] [added: 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) |

| [removed: 10.18] [added: 10.20] | [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: 10.19] [added: 10.21] | [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: 10.20] [added: 97.1] | [Amphenol Corporation [removed: Directors’ Deferred] [added: Policy for Recovery of Erroneously Awarded] Compensation [removed: Plan] (filed as Exhibit [removed: 10.11] [added: 97.1] to the December 31, [removed: 1997] [added: 2023] Form [removed: 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/0001005477-98-000987.txt)] [added: 10-K).*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex97d1.htm)] |

| 10.24 | [removed: [2024] [added: [2025] Amphenol Corporation Management Incentive [removed: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d24.htm)] [added: Plan.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d24.htm)] |

| 10.25 | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated [removed: November 30, 2021,] [added: March 21, 2024,] 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 [removed: December 10, 2021).*](https://www.sec.gov/Archives/edgar/data/820313/000110465921148645/tm2135165d1_ex10-1.htm)] [added: March 22, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924037967/tm249570d1_ex10-1.htm)] |

| 10.28 | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2024, dated November 30, [removed: 2023.†](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d28.htm)] [added: 2023 (filed as Exhibit 10.28 to the December 31, 2023 Form 10-K).†*](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex10d28.htm)] |

| [removed: 10.29] [added: 10.30] | [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: 10.30] [added: 10.31] | [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: 10.31] [added: 10.32] | [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: 10.32] [added: 10.33] | [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: 10.33] [added: 10.34] | [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) |

| 21.1 | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex21d1.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex21d1.htm)] |

| 23.1 | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837024000866/aph-20231231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex23d1.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/820313/000155837024000866/aph-20231231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex31d1.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/820313/000155837024000866/aph-20231231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex31d2.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/820313/000155837024000866/aph-20231231xex32d1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex32d1.htm)] |

| 3.2 | [Certificate of Amendment to the Restated Certificate of Incorporation of Amphenol Corporation, dated May 16, 2024 (filed as Exhibit 3.1 to the Form 8-K filed on May 16, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/tm2414717d1_ex3-1.htm) |

| 4.11 | [Officer’s Certificate, dated April 5, 2024, establishing the 5.050% Senior Notes due 2027, 5.050% Senior Notes due 2029, and 5.250% Senior Notes due 2034, pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924044291/tm2410279d2_ex4-2.htm) |

| 4.12 | [Officer’s Certificate, dated October 31, 2024, establishing the 5.000% Senior Notes due 2035 and 5.375% Senior Notes due 2054, pursuant to the Indenture (filed as Exhibit 4.3 to the Form 8-K filed on October 31, 2024).*](https://www.sec.gov/Archives/edgar/data/820313/000110465924113098/tm2427206d1_ex4-3.htm) |

| 10.18 | [Eleventh Amendment to Pension Plan for Employees of Amphenol Corporation, as amended and restated effective January 1, 2016, dated December 19, 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d18.htm) |

| 10.19 | [Twelfth Amendment to Pension Plan for Employees of Amphenol Corporation, as amended and restated effective January 1, 2016, dated December 19, 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d19.htm) |

| 10.22 | [The 2024 Restricted Stock Plan for Directors of Amphenol Corporation (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed on April 8, 2024).†*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000820313/000110465924044584/tm242665d4_def14a.htm) |

| 10.23 | [2024 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement (filed as Exhibit A of Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Stockholders, filed on April 8, 2024).†*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000820313/000110465924044584/tm242665d4_def14a.htm) |

| 10.29 | [Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2025, dated November 21, 2024.†](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex10d29.htm) |

| 19.1 | [Amphenol Corporation Insider Trading Compliance Policy.](https://www.sec.gov/Archives/edgar/data/820313/000155837025000714/aph-20241231xex19d1.htm) |

| 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) |

| 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) |

| 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) |

| 10.34 | [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) |

| 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| Year ended December 31, 2023 | ​ | [removed: $] | 63.9 | ​ | [removed: $] [added: ​] | 13.4 | ​ | [removed: $] [added: ​] | (8.9) | ​ | [removed: $] [added: ​] | 68.4 | ​ |

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

| Year ended December 31, 2023 | ​ | [removed: $] [added: ​] | 42.2 | ​ | [removed: $] [added: ​] | 3.4 | ​ | [removed: $] [added: ​] | 1.0 | ​ | [removed: $] [added: ​] | 46.6 | ​ |

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

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 7th day of February, [removed: 2024.][added: 2025.]

| /s/ R. Adam Norwitt | ​ | President, Chief Executive Officer and Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Craig A. Lampo | ​ | Senior Vice President and Chief Financial Officer | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Martin H. Loeffler | ​ | Chairman of the Board of Directors | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ David P. Falck | ​ | Presiding Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Nancy A. Altobello | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Edward G. Jepsen | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Rita S. Lane | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Robert A. Livingston | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Prahlad Singh | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| /s/ Anne Clarke Wolff | ​ | Director | ​ | February 7, [removed: 2024] [added: 2025] |

| Year ended December 31, 2024 | ​ | $ | 68.4 | ​ | $ | 2.6 | ​ | $ | (4.5) | ​ | $ | 66.5 | ​ |

| Year ended December 31, 2024 | ​ | $ | 46.6 | ​ | $ | 10.8 | ​ | $ | 16.2 | ​ | $ | 73.6 | ​ |

| Year ended December 31, 2021 | ​ | | 44.8 | ​ | ​ | 1.5 | ​ | ​ | (2.8) | ​ | | 43.5 | ​ |

| Year ended December 31, 2021 | ​ | | 40.1 | ​ | ​ | 6.3 | ​ | ​ | (1.5) | ​ | ​ | 44.9 | ​ |