Amphenol 10-Q 2024-03-31

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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 March 31, 2024 ​ 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)

​	​
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 ☐
​	​
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 April 23, 2024, the total number of shares outstanding of the Registrant’s Class A Common Stock was 600,603,947.

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Amphenol Corporation

Index to Quarterly Report

on Form 10-Q

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​		​	Page
​	​	​	​
Part I	​	Financial Information	​
​	​	​	​
Item 1.	​	Financial Statements (unaudited):	​
​	​	​	​
​	​	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	2
​	​	​	​
​	​	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2024 and 2023	3
​	​	​	​
​	​	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	4
​	​	​	​
​	​	Condensed Consolidated Statements of Cash Flow for the Three Months Ended March 31, 2024 and 2023	5
​	​	​	​
​	​	Notes to Condensed Consolidated Financial Statements	6
​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
​	​	​	​
Item 3.	​	Quantitative and Qualitative Disclosures About Market Risk	37
​	​	​	​
Item 4.	​	Controls and Procedures	38
​	​	​	​
Part II	​	Other Information	​
​	​	​	​
Item 1.	​	Legal Proceedings	39
​	​	​	​
Item 1A.	​	Risk Factors	39
​	​	​	​
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	39
​	​	​	​
Item 3.	​	Defaults Upon Senior Securities	40
​	​	​	​
Item 4.	​	Mine Safety Disclosures	40
​	​	​	​
Item 5.	​	Other Information	40
​	​	​	​
Item 6.	​	Exhibits	41
​	​	​	​
Signature	​	​	44

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PART I — FINANCIAL INFORMATION

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in millions)

​

​	​	​	​	​	​	​	​
​	​	March 31,		​	December 31,		​
​		2024			2023
ASSETS	​	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,857.1	​	$	1,475.0	​
Short-term investments	​		106.4	​		185.2	​
Total cash, cash equivalents and short-term investments	​		1,963.5	​		1,660.2	​
Accounts receivable, less allowance for doubtful accounts of $68.0 and $68.4, respectively	​		2,501.4	​		2,618.4	​
Inventories	​		2,152.9	​		2,167.1	​
Prepaid expenses and other current assets	​		423.9	​		389.6	​
Total current assets	​		7,041.7	​		6,835.3	​
​	​	​	​	​	​	​	​
Property, plant and equipment, less accumulated depreciation of $2,304.1 and $2,261.8, respectively	​	​	1,311.6	​	​	1,314.7	​
Goodwill	​	​	7,100.5	​	​	7,092.4	​
Other intangible assets, net	​		785.4	​		834.8	​
Other long-term assets	​	​	483.3	​	​	449.2	​
Total Assets	​	$	16,722.5	​	$	16,526.4	​
​	​	​	​	​	​	​	​
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	​	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​	​
Accounts payable	​	$	1,264.7	​	$	1,350.9	​
Accrued salaries, wages and employee benefits	​		351.2	​		412.8	​
Accrued income taxes	​		150.9	​		166.0	​
Accrued dividends	​	​	132.1	​	​	131.7	​
Other accrued expenses	​		771.7	​		737.5	​
Current portion of long-term debt	​		752.5	​		353.8	​
Total current liabilities	​		3,423.1	​		3,152.7	​
​	​	​	​	​	​	​	​
Long-term debt, less current portion	​		3,556.9	​		3,983.5	​
Accrued pension and postretirement benefit obligations	​		142.1	​		143.0	​
Deferred income taxes	​	​	371.0	​	​	367.0	​
Other long-term liabilities	​		464.8	​		453.7	​
Total Liabilities	​	​	7,957.9	​	​	8,099.9	​
​	​	​	​	​	​	​	​
Redeemable noncontrolling interests	​	​	30.9	​	​	30.7	​
​	​	​	​	​	​	​	​
Equity:	​	​	​	​	​	​	​
Common stock	​	​	0.6	​	​	0.6	​
Additional paid-in capital	​		3,224.1	​		3,101.2	​
Retained earnings	​		6,163.5	​		5,921.1	​
Treasury stock, at cost	​	​	(103.8)	​	​	(142.8)	​
Accumulated other comprehensive loss	​		(602.9)	​		(533.6)	​
Total stockholders’ equity attributable to Amphenol Corporation	​		8,681.5	​		8,346.5	​
​	​	​	​	​	​	​	​
Noncontrolling interests	​		52.2	​		49.3	​
Total Equity	​		8,733.7	​		8,395.8	​
Total Liabilities, Redeemable Noncontrolling Interests and Equity	​	$	16,722.5	​	$	16,526.4	​

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)

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended					​
​	​	March 31,					​
​		2024			2023
Net sales	​	$	3,256.3	​	$	2,974.0	​
Cost of sales	​		2,167.3	​		2,030.6	​
Gross profit	​		1,089.0	​		943.4	​
Acquisition-related expenses	​		—	​		5.4	​
Selling, general and administrative expenses	​		404.2	​		346.3	​
Operating income	​		684.8	​		591.7	​
​	​	​	​	​	​	​	​
Interest expense	​		(38.1)	​		(35.9)	​
Other income (expense), net	​		16.0	​		4.1	​
Income before income taxes	​		662.7	​		559.9	​
Provision for income taxes	​		(110.7)	​		(117.2)	​
Net income	​	​	552.0	​	​	442.7	​
Less: Net income attributable to noncontrolling interests	​		(3.3)	​		(3.5)	​
Net income attributable to Amphenol Corporation	​	$	548.7	​	$	439.2	​
​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Basic	​	$	0.91	​	$	0.74	​
​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Basic	​		600.0	​		595.1	​
​	​	​	​	​	​	​	​
Net income attributable to Amphenol Corporation per common share — Diluted	​	$	0.87	​	$	0.71	​
​	​	​	​	​	​	​	​
Weighted average common shares outstanding — Diluted	​		627.9	​		619.9	​

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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					​
​	​	March 31,					​
​		2024			2023
​	​	​	​	​	​	​	​
Net income	​	$	552.0	​	$	442.7	​
​	​	​	​	​	​	​	​
Total other comprehensive income (loss), net of tax:	​	​	​	​	​	​	​
Foreign currency translation adjustments	​		(71.2)	​		42.5	​
Pension and postretirement benefit plan adjustment, net of tax of ($0.3) and ($0.2), respectively	​		0.9	​		0.7	​
Total other comprehensive income (loss), net of tax	​		(70.3)	​		43.2	​
​	​	​	​	​	​	​	​
Total comprehensive income	​		481.7	​		485.9	​
​	​	​	​	​	​	​	​
Less: Comprehensive income attributable to noncontrolling interests	​		(2.3)	​		(4.3)	​
​	​	​	​	​	​	​	​
Comprehensive income attributable to Amphenol Corporation	​	$	479.4	​	$	481.6	​

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See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(dollars in millions)

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​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​
​		2024			2023
Cash from operating activities:	​	​	​	​	​	​	​
Net income	​	$	552.0	​	$	442.7	​
Adjustments to reconcile net income to net cash provided by operating activities:	​	​	​	​	​	​	​
Depreciation and amortization	​		103.8	​		96.3	​
Stock-based compensation expense	​		23.8	​		21.7	​
Deferred income tax provision	​		1.9	​	​	0.1	​
Net change in components of working capital	​	​	(73.9)	​	​	(23.8)	​
Net change in other long-term assets and liabilities	​	​	(8.1)	​	​	(4.6)	​
Net cash provided by operating activities	​		599.5	​		532.4	​
​	​	​	​	​	​	​	​
Cash from investing activities:	​	​	​	​	​	​	​
Capital expenditures	​		(94.3)	​		(97.7)	​
Proceeds from disposals of property, plant and equipment	​		0.5	​		0.8	​
Purchases of investments	​		(11.9)	​

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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 2023 Annual Report. From time to time, the Company may borrow under the Revolving Credit Facility and Commercial Paper Programs. 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), any borrowings under the Euro Commercial Paper Program and Revolving Credit Facility have been and may continue to be denominated in various foreign currencies, including the Euro, 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 in which such borrowings are made.

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The Company manages its exposure to interest rate risk through a mix of fixed and variable rate debt. 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 were issued in April 2024. 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”). 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 March 31, 2024 and December 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, Term Loan, U.S. Commercial Paper Program and Euro Commercial Paper Program. However, the Company borrowed under the U.S. Commercial Paper Program throughout much of the first quarter of 2024, the proceeds of which were used for general corporate purposes. Although all such borrowings were repaid before the end of the first quarter of 2024, the Company may make additional borrowings under any of its debt instruments from time to time. As a result of increases in the federal funds rate by the U.S. Federal Reserve in recent years, the floating interest rates related to our U.S. Commercial Paper Program (as well as our Revolving Credit Facility, to the extent drawn upon in the future) have increased substantially, a trend that could continue through the remainder of 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. Although the Company does not expect changes in interest rates to have a material effect on income or cash flows for the remainder of 2024, there can be no assurance that interest rates will not change 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 of this Quarterly Report.

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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, 2023.

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Repurchase of Equity Securities

​

On April 27, 2021, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Class A Common Stock (“Common Stock”) during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three months ended March 31, 2024, the Company repurchased 1.4 million shares of its Common Stock for $153.8 million under the 2021 Stock Repurchase Program. All of the repurchased shares during the first three months of 2024 were retired by the Company. From April 1, 2024 to April 26, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $71.8 million, which were the final repurchases under the 2021 Stock Repurchase Program.

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The table below reflects the Company’s stock repurchases for the three months ended March 31, 2024:

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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
January 1 to January 31, 2024		—		$	—		—		$	226.5	​
February 1 to February 29, 2024		756,100	​		104.53		756,100			147.5	​
March 1 to March 31, 2024		673,000	​		111.06		673,000		$	72.7	​
Total		1,429,100		$	107.61		1,429,100		​	​	​

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On April 23, 2024, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s 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 becomes effective on April 29, 2024. The timing and amount of any future 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.

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Item 3. Defaults Upon Senior Securities

​

None.

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Item 4. Mine Safety Disclosures

​

Not Applicable.

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Trading Arrangements

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During the three months ended March 31, 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.

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​

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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, 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).*
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	Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on March 16, 2023).*
4.5	Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*
4.6	Officer’s Certificate, dated January 9, 2019, establishing the 4.350% Senior Notes due 2029 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 10, 2019).*
4.7	Officer’s Certificate, dated September 10, 2019, establishing the 2.800% Senior Notes due 2030 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 10, 2019).*
4.8	Officer’s Certificate, dated February 20, 2020, establishing the 2.050% Senior Notes due 2025 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on February 20, 2020).*
4.9	Officer’s Certificate, dated September 14, 2021, establishing the 2.200% Senior Notes due 2031 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 14, 2021).*
4.10	Officer’s Certificate, dated March 30, 2023, establishing the 4.750% Senior Notes due 2026 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on March 30, 2023).*
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).*
4.12	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.11 to the December 31, 2023 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	Ninth Amendment to Pension Plan for Employees of Amphenol 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).†*
10.17	Tenth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated August 28, 2023 (filed as Exhibit 10.17 to the September 30, 2023 Form 10-Q).†*
10.18	Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 Form 10-K).†*
10.19	First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 Form 10-K).†*
10.20	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 Form 10-K).†*
10.21	Amphenol Corporation Form of Director Phantom Stock Award Agreement (filed as Exhibit 10.22 to the June 30, 2023 Form 10-Q).†*
10.22	2024 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.24 to the December 31, 2023 Form 10-K).†*
10.23	Third Amended and Restated Credit Agreement, dated 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 March 22, 2024).*
10.24	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).†*
10.25	Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2023, dated December 19, 2022 (filed as Exhibit 10.25 to the December 31, 2022 Form 10-K).†*
10.26	Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2024, dated November 30, 2023 (filed as Exhibit 10.28 to the December 31, 2023 Form 10-K).†*
10.27	Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 Form 10-Q).†*
10.28	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).†*
10.29	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).†*
10.30	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).*
10.31	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).*
10.32	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).*
10.33	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
​	​	Senior Vice President and Chief Financial Officer (Authorized Signatory__and Principal Financial Officer)
​	​	​
Date: April 26, 2024	​	​

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