Amphenol 10-Q 2022-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

(Mark One)

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☒	​	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​	​	​
​	​	For the quarterly period ended September 30, 2022 ​ OR
​	​	​
☐	​	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

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Commission file number: 1-10879

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AMPHENOL CORPORATION

(Exact name of Registrant as specified in its charter)

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Delaware	22-2785165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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358 Hall Avenue

Wallingford**,** Connecticut 06492

(Address of principal executive offices) (Zip Code)

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203**-**265-8900

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	APH	New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large Accelerated Filer ☒	Accelerated Filer ☐
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Non-accelerated Filer ☐	Smaller Reporting Company ☐ ​
​	Emerging Growth Company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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As of October 25, 2022, the total number of shares outstanding of the Registrant’s Class A Common Stock was 595,094,540.

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Amphenol Corporation

Index to Quarterly Report

on Form 10-Q

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​		​	Page
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Part I	​	Financial Information	​
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Item 1.	​	Financial Statements (unaudited):	​
​	​	​	​
​	​	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	2
​	​	​	​
​	​	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021	3
​	​	​	​
​	​	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	4
​	​	​	​
​	​	Condensed Consolidated Statements of Cash Flow for the Nine Months Ended September 30, 2022 and 2021	5
​	​	​	​
​	​	Notes to Condensed Consolidated Financial Statements	6
​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
​	​	​	​
Item 3.	​	Quantitative and Qualitative Disclosures About Market Risk	46
​	​	​	​
Item 4.	​	Controls and Procedures	47
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Part II	​	Other Information	​
​	​	​	​
Item 1.	​	Legal Proceedings	48
​	​	​	​
Item 1A.	​	Risk Factors	48
​	​	​	​
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	48
​	​	​	​
Item 3.	​	Defaults Upon Senior Securities	48
​	​	​	​
Item 4.	​	Mine Safety Disclosures	48
​	​	​	​
Item 5.	​	Other Information	48
​	​	​	​
Item 6.	​	Exhibits	49
​	​	​	​
Signature	​	​	51

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PART I — FINANCIAL INFORMATION

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in millions)

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​	​	​	​	​	​	​	​
​	​	September 30,		​	December 31,		​
​		2022			2021
ASSETS	​	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,189.0	​	$	1,197.1	​
Short-term investments	​		63.0	​		44.3	​
Total cash, cash equivalents and short-term investments	​		1,252.0	​		1,241.4	​
Accounts receivable, less allowance for doubtful accounts of $55.6 and $43.5, respectively	​		2,640.1	​		2,454.8	​
Inventories	​		2,080.1	​		1,894.1	​
Prepaid expenses and other current assets	​		354.7	​		367.9	​
Total current assets	​		6,326.9	​		5,958.2	​
​	​	​	​	​	​	​	​
Property, plant and equipment, less accumulated depreciation of $1,904.1 and $1,961.6, respectively	​	​	1,166.9	​	​	1,175.3	​
Goodwill	​	​	6,337.5	​	​	6,376.8	​
Other intangible assets, net	​		753.8	​		756.9	​
Other long-term assets	​	​	512.8	​	​	411.2	​
Total Assets	​	$	15,097.9	​	$	14,678.4	​
​	​	​	​	​	​	​	​
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY	​	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​	​
Accounts payable	​	$	1,393.6	​	$	1,312.0	​
Accrued salaries, wages and employee benefits	​		369.0	​		366.2	​
Accrued income taxes	​		124.5	​		88.8	​
Accrued dividends	​	​	119.0	​	​	119.8	​
Other accrued expenses	​		645.9	​		556.3	​
Current portion of long-term debt	​		2.9	​		4.0	​
Total current liabilities	​		2,654.9	​		2,447.1	​
​	​	​	​	​	​	​	​
Long-term debt, less current portion	​		4,750.3	​		4,795.9	​
Accrued pension and postretirement benefit obligations	​		165.3	​		193.4	​
Deferred income taxes	​	​	442.4	​	​	424.2	​
Other long-term liabilities	​		436.1	​		438.7	​
Total Liabilities	​	​	8,449.0	​	​	8,299.3	​
​	​	​	​	​	​	​	​
Redeemable noncontrolling interest	​	​	20.2	​	​	19.0	​
​	​	​	​	​	​	​	​
Equity:	​	​	​	​	​	​	​
Common stock	​	​	0.6	​	​	0.6	​
Additional paid-in capital	​		2,565.1	​		2,409.0	​
Retained earnings	​		4,775.1	​		4,278.9	​
Treasury stock, at cost	​	​	(97.5)	​	​	(100.0)	​
Accumulated other comprehensive loss	​		(672.4)	​		(286.5)	​
Total stockholders’ equity attributable to Amphenol Corporation	​		6,570.9	​		6,302.0	​
​	​	​	​	​	​	​	​
Noncontrolling interests	​		57.8	​		58.1	​
Total Equity	​		6,628.7	​		6,360.1	​
Total Liabilities, Redeemable Noncontrolling Interest and Equity	​	$	15,097.9	​	$	14,678.4	​

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended					​
​	​	September 30,					​	September 30,					​
​		2022			2021			2022			2021
Net sales	​	$	3,295.2	​	$	2,818.5	​	$	9,383.8	​	$	7,849.5	​
Cost of sales	​		2,235.2	​		1,928.6	​		6,393.1	​		5,388.9	​
Gross profit	​		1,060.0	​		889.9	​		2,990.7	​		2,460.6	​
Acquisition-related expenses	​		12.0	​		—	​		12.0	​		55.4	​
Selling, general and administrative expenses	​		366.9	​		318.7	​		1,059.0	​		893.0	​
Operating income	​		681.1	​		571.2	​		1,919.7	​		1,512.2	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest expense	​		(32.8)	​		(29.0)	​		(91.3)	​		(86.7)	​
Other income (expense), net	​		2.6	​		—	​		6.6	​		(0.3)	​
Income from continuing operations before income taxes	​		650.9	​		542.2	​		1,835.0	​		1,425.2	​
Provision for income taxes	​		(150.4)	​		(120.5)	​		(429.2)	​		(302.8)	​
Net income from continuing operations	​	​	500.5	​	​	421.7	​	​	1,405.8	​	​	1,122.4	​
Less: Net income from continuing operations attributable to noncontrolling interests	​		(3.9)	​		(2.9)	​		(11.0)	​		(6.9)	​
Net income from continuing operations attributable to Amphenol Corporation	​		496.6	​		418.8	​		1,394.8	​		1,115.5	​
Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($1.5) and ($1.8) for 2021, respectively	​	​	—	​	​	7.7	​	​	—	​	​	10.3	​
Net income attributable to Amphenol Corporation	​	$	496.6	​	$	426.5	​	$	1,394.8	​	$	1,125.8	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income per common share attributable to Amphenol Corporation — Basic:	​	​	​	​	​	​	​	​	​	​	​	​	​
Continuing operations	​	$	0.83	​	$	0.70	​	$	2.34	​	$	1.87	​
Discontinued operations, net of income taxes	​	​	—	​	​	0.01	​	​	—	​	​	0.02	​
Net income attributable to Amphenol Corporation — Basic	​	$	0.83	​	$	0.71	​	$	2.34	​	$	1.88	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​		595.3	​		597.7	​		596.6	​		597.8	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income per common share attributable to Amphenol Corporation — Diluted:	​	​	​	​	​	​	​	​	​	​	​	​	​
Continuing operations	​	$	0.80	​	$	0.67	​	$	2.24	​	$	1.79	​
Discontinued operations, net of income taxes	​	​	—	​	​	0.01	​	​	—	​	​	0.02	​
Net income attributable to Amphenol Corporation — Diluted	​	$	0.80	​	$	0.68	​	$	2.24	​	$	1.80	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Diluted	​		619.3	​		625.8	​		621.5	​		624.6	​

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Note: Per share amounts may not add due to rounding.

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See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(dollars in millions)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended					​
​	​	September 30,					​	September 30,					​
​		2022			2021			2022			2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income from continuing operations	​	$	500.5

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(amounts in millions)

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The Company, in the normal course of doing business, is exposed to a variety of risks, including market risks associated with foreign currency exchange rates and changes in interest rates. The Company does not have any significant concentration with any one counterparty. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in its 2021 Annual Report. From time to time, the Company may borrow under the Revolving Credit Facility, Commercial Paper Programs and the 2022 Term Loan (as defined below). Any borrowings under the Euro Commercial Paper Program and Revolving Credit Facility, in addition to the outstanding borrowings under the Company’s Euro Notes, as discussed in Note 4 of the Notes to Condensed Consolidated Financial Statements, are and may continue to be denominated in foreign currencies, and there can be no assurance that the Company can successfully manage changes in exchange rates, including in the event of a significant and sudden decline in the value of any of the foreign currencies for which such borrowings are made. In addition, any borrowings under the Revolving Credit Facility bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). Similarly, any borrowings under the two-year, $750.0 unsecured delayed draw term loan credit agreement (the “2022 Term Loan”) entered into by the Company in April of 2022, bear interest at rates that fluctuate with a spread that varies, based on the Company’s debt rating, over either the base rate or the adjusted term SOFR. Any borrowings under the Commercial Paper Programs are subject to floating interest rates. Therefore, when the Company borrows under these debt instruments, the Company is exposed to market risk related to changes in interest rates. As of September 30, 2022, outstanding borrowings under the U.S. Commercial Paper Program were at a weighted average floating interest rate of 3.40%, while there were no outstanding borrowings under the Revolving Credit Facility, 2022 Term Loan and Euro Commercial Paper Program. As a result of the substantial increases in interest rates during the second and third quarters of 2022 and the expected further increases during the fourth quarter of 2022, the Company currently expects the floating interest rates related to its U.S. Commercial Paper Program borrowings to continue to increase in the fourth quarter of 2022 and into 2023, which would result in increased interest expense. Although the Company does not expect changes in interest rates to have a material

effect on income or cash flows in 2022, there can be no assurance that interest rates will not increase significantly from current levels.

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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 the end of the period covered by this report. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

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Changes in Internal Control Over Financial Reporting

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There has been no change in our internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

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Item 1. Legal Proceedings

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Information required with respect to legal proceedings in this Part II, Item 1 is incorporated herein by reference and included in Note 15 of the Notes to Condensed Consolidated Financial Statements contained in Part I, Item 1 in this Quarterly Report on Form 10-Q.

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There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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Repurchase of Equity Securities

​

On April 27, 2021, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the three months ended September 30, 2022, the Company repurchased 2.4 million shares of its Common Stock for $170.1 million under the 2021 Stock Repurchase Program. Of the total repurchases made during the third quarter of 2022, 0.3 million shares, or $19.8, were retained in Treasury stock at the time of repurchase. The remaining 2.1 million shares, or $150.3, have been retired by the Company. From October 1, 2022 to October 25, 2022, the Company repurchased 0.6 million additional shares of its Common Stock for $41.9 million under the 2021 Stock Repurchase Program, and, as of October 26, 2022, the Company has remaining authorization to purchase up to $940.2 million of its Common Stock under the 2021 Stock Repurchase Program. The price and timing of any future purchases under the 2021 Stock Repurchase Program will depend on a number of factors, such as levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

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The table below reflects the Company’s stock repurchases for the three months ended September 30, 2022:

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​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Total Number of	​	Maximum Dollar
(dollars in millions, except price per share)	​	​	​	​	​	​	Shares Purchased as	​	Value of Shares
​	​	Total Number	​	Average		​	Part of Publicly	​	that May Yet be
​	​	of Shares	​	Price Paid		​	Announced Plans or	​	Purchased Under the
Period		Purchased		per Share			Programs		Plans or Programs
July 1 to July 31, 2022		734,835		$	65.32		734,835		$	1,104.2	​
August 1 to August 31, 2022		848,060	​		77.81		848,060			1,038.2	​
September 1 to September 30, 2022		772,751	​		72.62		772,751		$	982.1	​
Total		2,355,646		$	72.21		2,355,646		​	​	​

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Item 3. Defaults Upon Senior Securities

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None.

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Item 4. Mine Safety Disclosures

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Not Applicable.

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None.

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3.1	Restated Certificate of Incorporation of Amphenol Corporation, dated May 19, 2021 (filed as Exhibit 3.1 to the June 30, 2021 Form 10-Q).*
3.2	Amphenol Corporation, Fourth Amended and Restated By-laws dated February 7, 2022 (filed as Exhibit 3.2 to the December 31, 2021 Form 10-K).*
4.1	Indenture, dated as of November 5, 2009, between Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009).*
4.2	Indenture, dated as of October 8, 2018, between Amphenol Technologies Holding GmbH, Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on October 9, 2018).*
4.3	Indenture, dated as of May 4, 2020, between Amphenol Technologies Holding GmbH, Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on May 5, 2020).*
4.4	Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*
4.5	Officer’s Certificate, dated January 9, 2019, establishing the 4.350% Senior Notes due 2029 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 10, 2019).*
4.6	Officer’s Certificate, dated September 10, 2019, establishing the 2.800% Senior Notes due 2030 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 10, 2019).*
4.7	Officer’s Certificate, dated February 20, 2020, establishing the 2.050% Senior Notes due 2025 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on February 20, 2020).*
4.8	Officer’s Certificate, dated September 14, 2021, establishing the 2.200% Senior Notes due 2031 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 14, 2021).*
4.9	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.9 to the December 31, 2021 Form 10-K).*
10.1	Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed on April 12, 2021).†*
10.2	Form of 2017 Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed on May 19, 2017).†*
10.3	2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.7 to the June 30, 2009 Form 10-Q).†*
10.4	The First Amendment to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.2 to the Form 8-K filed on May 23, 2014).†*
10.5	Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 Form 10-Q).†*
10.6	Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 Form 10-Q).†*
10.7	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (filed as Exhibit 10.6 to the December 31, 2016 Form 10-K).†*
10.8	First Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated November 10, 2016 (filed as Exhibit 10.7 to the December 31, 2016 Form 10-K).†*
10.9	Second Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 1, 2016 (filed as Exhibit 10.8 to the December 31, 2016 Form 10-K).†*
10.10	Third Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 13, 2016 (filed as Exhibit 10.9 to the December 31, 2016 Form 10-K).†*
10.11	Fourth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated May 2, 2017 (filed as Exhibit 10.12 to the June 30, 2017 Form 10-Q).†*
10.12	Fifth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 29, 2018 (filed as Exhibit 10.12 to the December 31, 2018 Form 10-K).†*
10.13	Sixth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 4, 2019 (filed as Exhibit 10.13 to the December 31, 2019 Form 10-K).†*
10.14	Seventh Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 2, 2019 (filed as Exhibit 10.14 to the December 31, 2019 Form 10-K).†*
10.15	Eighth Amendment to Pension Plan for Employees of Amphenol 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).†*
10.16	Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 Form 10-K).†*

10.17	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).†*
10.18	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 Form 10-K).†*
10.19	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).†*
10.20	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).†*
10.21	2022 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.21 to the December 31, 2021 Form 10-K).†*
10.22	Second Amended and Restated Credit Agreement, dated as of November 30, 2021, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A. acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on December 10, 2021).*
10.23	The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective April 5, 2022, dated April 18, 2022 (filed as Exhibit 10.23 to the June 30, 2022 Form 10-Q).†*
10.24	Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 Form 10-Q).†*
10.25	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).†*
10.26	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).†*
10.27	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).*
10.28	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).*
10.29	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).*
10.30	Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to the December 31, 2016 Form 10-K).†*
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 2002.**
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 2002.**
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
101.INS	Inline XBRL Instance Document – the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
101.SCH	Inline XBRL Taxonomy Extension Schema Document.**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).**

† Management contract or compensatory plan or arrangement.

• Incorporated herein by reference as stated.

** Filed herewith.

*** Furnished herewith.

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SIGNATURE

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Pursuant to the requirements 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.

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​	​	AMPHENOL CORPORATION
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​	By:	/s/ Craig A. Lampo
​	​	Craig A. Lampo
​	​	Authorized Signatory__and Principal Financial Officer
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Date: October 28, 2022	​	​

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