AMPHENOL CORP /DE/ 10-Q

Item 1. Financial Statements AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2022 2021 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,215.2 ​ $ 1,197.1 ​ Short-term investments ​ 119.2 ​ 44.3 ​ Total cash, cash equivalents and short-term investments ​ 1,334.4 ​ 1,241.4 ​ Accounts receivable, less allowance for doubtful accounts of $ 47.9 and $ 43.5 , respectively ​ 2,571.6 ​ 2,454.8 ​ Inventories ​ 2,043.7 ​ 1,894.1 ​ Prepaid expenses and other current assets ​ 361.3 ​ 367.9 ​ Total current assets ​ 6,311.0 ​ 5,958.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, less accumulated depreciation of $ 1,991.6 and $ 1,961.6 , respectively ​ ​ 1,155.1 ​ ​ 1,175.3 ​ Goodwill ​ ​ 6,275.0 ​ ​ 6,376.8 ​ Other intangible assets, net ​ 751.2 ​ 756.9 ​ Other long-term assets ​ ​ 493.8 ​ ​ 411.2 ​ Total Assets ​ $ 14,986.1 ​ $ 14,678.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 1,372.9 ​ $ 1,312.0 ​ Accrued salaries, wages and employee benefits ​ 319.8 ​ 366.2 ​ Accrued income taxes ​ 123.6 ​ 88.8 ​ Accrued dividends ​ ​ 119.1 ​ ​ 119.8 ​ Other accrued expenses ​ 617.2 ​ 556.3 ​ Current portion of long-term debt ​ 28.1 ​ 4.0 ​ Total current liabilities ​ 2,580.7 ​ 2,447.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current portion ​ 4,834.2 ​ 4,795.9 ​ Accrued pension and postretirement benefit obligations ​ 176.0 ​ 193.4 ​ Deferred income taxes ​ ​ 432.1 ​ ​ 424.2 ​ Other long-term liabilities ​ 421.2 ​ 438.7 ​ Total Liabilities ​ ​ 8,444.2 ​ ​ 8,299.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interest ​ ​ 19.9 ​ ​ 19.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Common stock ​ ​ 0.6 ​ ​ 0.6 ​ Additional paid-in capital ​ 2,477.8 ​ 2,409.0 ​ Retained earnings ​ 4,553.8 ​ 4,278.9 ​ Treasury stock, at cost ​ ​ ( 92.0 ) ​ ​ ( 100.0 ) ​ Accumulated other comprehensive loss ​ ( 475.9 ) ​ ( 286.5 ) ​ Total stockholders’ equity attributable to Amphenol Corporation ​ 6,464.3 ​ 6,302.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling interests ​ 57.7 ​ 58.1 ​ Total Equity ​ 6,522.0 ​ 6,360.1 ​ Total Liabilities, Redeemable Noncontrolling Interest and Equity ​ $ 14,986.1 ​ $ 14,678.4 ​ See accompanying notes to condensed consolidated financial statements. ​ 2 Table of Contents ​ AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (dollars and shares in millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2021 2022 2021 Net sales ​ $ 3,136.8 ​ $ 2,653.9 ​ $ 6,088.6 ​ $ 5,031.0 ​ Cost of sales ​ 2,132.6 ​ 1,810.7 ​ 4,157.9 ​ 3,460.3 ​ Gross profit ​ 1,004.2 ​ 843.2 ​ 1,930.7 ​ 1,570.7 ​ Acquisition-related expenses ​ — ​ 55.4 ​ — ​ 55.4 ​ Selling, general and administrative expenses ​ 355.4 ​ 311.6 ​ 692.1 ​ 574.3 ​ Operating income ​ 648.8 ​ 476.2 ​ 1,238.6 ​ 941.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 30.5 ) ​ ( 29.1 ) ​ ( 58.6 ) ​ ( 57.7 ) ​ Other income (expense), net ​ 2.3 ​ — ​ 4.0 ​ ( 0.4 ) ​ Income from continuing operations before income taxes ​ 620.6 ​ 447.1 ​ 1,184.0 ​ 882.9 ​ Provision for income taxes ​ ( 144.5 ) ​ ( 78.1 ) ​ ( 278.7 ) ​ ( 182.2 ) ​ Net income from continuing operations ​ ​ 476.1 ​ ​ 369.0 ​ ​ 905.3 ​ ​ 700.7 ​ Less: Net income from continuing operations attributable to noncontrolling interests ​ ( 3.6 ) ​ ( 1.8 ) ​ ( 7.1 ) ​ ( 4.0 ) ​ Net income from continuing operations attributable to Amphenol Corporation ​ 472.5 ​ 367.2 ​ 898.2 ​ 696.7 ​ Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($ 0.3 ) for 2021 ​ ​ — ​ ​ 2.6 ​ ​ — ​ ​ 2.6 ​ Net income attributable to Amphenol Corporation ​ $ 472.5 ​ $ 369.8 ​ $ 898.2 ​ $ 699.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share attributable to Amphenol Corporation — Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 0.79 ​ $ 0.61 ​ $ 1.50 ​ $ 1.17 ​ Discontinued operations, net of income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Net income attributable to Amphenol Corporation — Basic ​ $ 0.79 ​ $ 0.62 ​ $ 1.50 ​ $ 1.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 596.2 ​ 597.4 ​ 597.3 ​ 597.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share attributable to Amphenol Corporation — Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 0.76 ​ $ 0.59 ​ $ 1.44 ​ $ 1.12 ​ Discontinued operations, net of income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Net income attributable to Amphenol Corporation — Diluted ​ $ 0.76 ​ $ 0.59 ​ $ 1.44 ​ $ 1.12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Diluted ​ 619.7 ​ 623.8 ​ 622.6 ​ 623.9 ​ ​ Note: Per share amounts may not add due to rounding. ​ ​ See accompanying notes to condensed consolidated financial statements . ​ 3 Table of Contents AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income from continuing operations ​ $ 476.1 ​ $ 369.0 ​ $ 905.3 ​ $ 700.7 ​ Add: Income from discontinued operations attributable to Amphenol Corporation, net of income taxes ​ ​ — ​ ​ 2.6 ​ ​ — ​ ​ 2.6 ​ Net income before allocation to noncontrolling interests ​ $ 476.1 ​ $ 371.6 ​ $ 905.3 ​ $ 703.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 179.4 ) ​ 29.8 ​ ( 200.4 ) ​ ( 32.5 ) ​ Unrealized gain on hedging activities ​ 0.7 ​ 0.8 ​ 1.3 ​ 0.9 ​ Pension and postretirement benefit plan adjustment, net of tax of ($ 1.1 ) and ($ 2.2 ) for 2022, and ($ 1.6 ) and ($ 3.3 ) for 2021, respectively ​ 3.3 ​ 5.1 ​ 6.7 ​ 10.2 ​ Total other comprehensive (loss) income, net of tax ​ ( 175.4 ) ​ 35.7 ​ ( 192.4 ) ​ ( 21.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income ​ 300.7 ​ 407.3 ​ 712.9 ​ 681.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Comprehensive income attributable to noncontrolling interests ​ ( 0.6 ) ​ ( 2.8 ) ​ ( 4.1 ) ​ ( 4.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to Amphenol Corporation ​ $ 300.1 ​ $ 404.5 ​ $ 708.8 ​ $ 677.1 ​ ​ See accompanying notes to condensed consolidated financial statements . ​ ​ 4 Table of Contents AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ 2022 2021 Cash from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income from continuing operations ​ $ 905.3 ​ $ 700.7 ​ Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 182.0 ​ 179.3 ​ Stock-based compensation expense ​ 40.6 ​ 39.0 ​ Deferred income tax provision ​ 18.5 ​ ​ 12.8 ​ Net change in components of working capital ​ ​ ( 229.3 ) ​ ​ ( 194.9 ) ​ Net change in other long-term assets and liabilities ​ ​ ( 23.8 ) ​ ​ ( 4.9 ) ​ Net cash provided by operating activities from continuing operations ​ ​ 893.3 ​ ​ 732.0 ​ Net cash used in operating activities from discontinued operations ​ ​ — ​ ​ ( 23.3 ) ​ Net cash provided by operating activities ​ 893.3 ​ 708.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 169.2 ) ​ ( 183.3 ) ​ Proceeds from disposals of property, plant and equipment ​ 2.8 ​ 1.6 ​ Purchases of investments ​ ( 203.3 ) ​ ( 82.2 ) ​ Sales and maturities of investments ​ 67.4 ​ 84.8 ​ Acquisitions, net of cash acquired ​ ( 74.5 ) ​ ( 1,531.0 ) ​ Other, net ​ ​ ( 0.5 ) ​ ​ ( 11.2 ) ​ Net cash used in investing activities from continuing operations ​ ​ ( 377.3 ) ​ ​ ( 1,721.3 ) ​ Net cash used in investing activities from discontinued operations ​ ​ — ​ ​ ( 3.4 ) ​ Net cash used in investing activities ​ ( 377.3 ) ​ ( 1,724.7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash from financing activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of senior notes and other long-term debt ​ 1.7 ​ 1.4 ​ Repayments of senior notes and other long-term debt ​ ( 4.9 ) ​ ​ ( 387.1 ) ​ Proceeds from short-term borrowings ​ ​ 44.9 ​ ​ — ​ Repayments of short-term borrowings ​ ​ ( 20.1 ) ​ ​ — ​ Borrowings (repayments) under commercial paper programs, net ​ ​ 130.7 ​ ​ 1,401.3 ​ Payment of costs related to debt financing ​ ( 0.4 ) ​ — ​ Payment of deferred purchase price related to acquisitions ​ ​ — ​ ​ ( 4.1 ) ​ Purchase of treasury stock ​ ( 389.9 ) ​ ( 320.1 ) ​ Proceeds from exercise of stock options ​ ​ 42.2 ​ ​ 103.3 ​ Distributions to and purchases of noncontrolling interests ​ ​ ( 4.0 ) ​ ​ ( 8.3 ) ​ Dividend payments ​ ( 239.3 ) ​ ( 173.4 ) ​ Net cash (used in) provided by financing activities from continuing operations ​ ​ ( 439.1 ) ​ ​ 613.0 ​ Net cash provided by financing activities from discontinued operations ​ ​ — ​ ​ 7.0 ​ Net cash (used in) provided by financing activities ​ ( 439.1 ) ​ 620.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ ( 58.8 ) ​ ( 9.1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 18.1 ​ ( 405.1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents balance, beginning of period ​ 1,197.1 ​ 1,702.0 ​ Cash and cash equivalents balance, end of period ​ $ 1,215.2 ​ $ 1,296.9 ​ Less: Cash and cash equivalents included in Current assets held for sale, end of period ​ — ​ 87.5 ​ Cash and cash equivalents balance of continuing operations, end of period ​ $ 1,215.2 ​ $ 1,209.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for: ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 53.4 ​ $ 51.0 ​ Income taxes, net ​ 247.4 ​ 209.0 ​ ​ See accompanying notes to condensed consolidated financial statements. ​ ​ 5 Table of Contents ​ AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (amounts in millions, except share and per share data , unless otherwise noted ) ​ Note 1—Basis of Presentation and Principles of Consolidation ​ The Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021, and the related Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2022 and 2021, include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein are unaudited. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”). ​ New Reportable Business Segments ​ Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments: (i) Harsh Environment Solutions, (ii) Communications Solutions and (iii) Interconnect and Sensor Systems . This new alignment replaces our historic reportable business segments. As a result of this new alignment, the Company began reporting under its new reportable segments in connection with the Company’s Quarterly Report on Form 10-Q for the first quarter of 2022. As part of this Quarterly Report on Form 10-Q, the Company has included the recasting of relevant prior year period segment information in order to enable year-over-year segment comparisons. Refer to Note 13 herein for further details related to the Company’s change in its reportable business segments effective January 1, 2022. ​ We have determined that the Company’s reporting units are the three new reportable business segments. As a result of the new reporting segment structure, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment has been allocated in full to the newly formed Communications Solutions segment. The Company will continue to perform its evaluation for the impairment of goodwill associated with its reporting units on an annual basis as of each July 1 or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment. ​ Discontinued Operations ​ 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 Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested; such discontinued operations are reported separately from the operating results and related cash flows associated with continuing operations in the accompanying Condensed Consolidated Financial Statements. For further information related to the Company’s discontinued operations, refer to Note 11 herein. 6 Table of Contents ​ ​ Note 2—New Accounting Pronouncements ​ The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced in July 2017 its intent to phase out the use of LIBOR by the end of 2021. In December 2020, the ICE Benchmark Administration published a consultation on its intention to extend the publication of certain U.S. dollar LIBOR (“USD LIBOR”) rates until June 30, 2023. Subsequently in March 2021, the FCA announced some USD LIBOR tenors (overnight, 1-month, 3-month, 6-month and 12-month) will continue to be published until June 30, 2023. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight Financing Rate (the “SOFR”) as its preferred benchmark alternative to USD LIBOR. The SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB also issued ASU No. 2021-01 Reference Rate Reform (Topic 848): Scope , which permits entities to elect certain optional expedients and exceptions when accounting for derivatives and certain hedging relationships affected by changes in interest rates and the transition. Effective November 30, 2021, the Revolving Credit Facility (as defined in Note 4 herein) no longer references LIBOR for interest rate determinations. Due to our current limited reliance on borrowings tied to LIBOR, the Company currently believes that the LIBOR transition will not have a material impact on its financial condition, results of operations or cash flows. ​ In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and the amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Company is currently evaluating ASU 2021-08 and its potential impact on our consolidated financial statements. ​ Note 3—Inventories ​ Inventories consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2022 2021 Raw materials and supplies $ 892.0 $ 818.4 ​ Work in process ​ 574.4 ​ 511.5 ​ Finished goods ​ 577.3 ​ 564.2 ​ ​ $ 2,043.7 $ 1,894.1 ​ ​ ​ 7 Table of Contents Note 4—Debt ​ The Company’s debt (net of any unamortized discount) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ December 31, 2021 ​ ​ Carrying ​ Approximate ​ Carrying ​ Approximate ​ Amount Fair Value Amount Fair Value Revolving Credit Facility ​ $ — $ — $ — $ — ​ U.S. Commercial Paper Program ​ 923.2 ​ 923.2 ​ 795.2 ​ 795.2 ​ Euro Commercial Paper Program ​ — ​ — ​ — ​ — ​ Term Loan Credit Facility ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3.20 % Senior Notes due April 2024 ​ 349.9 ​ 348.1 ​ 349.9 ​ 363.5 ​ 2.050 % Senior Notes due March 2025 ​ ​ 399.6 ​ ​ 382.0 ​ ​ 399.6 ​ ​ 407.4 ​ 0.750 % Euro Senior Notes due May 2026 ​ ​ 519.6 ​ ​ 489.0 ​ ​ 565.5 ​ ​ 579.0 ​ 2.000 % Euro Senior Notes due October 2028 ​ ​ 519.4 ​ ​ 496.6 ​ ​ 565.4 ​ ​ 626.7 ​ 4.350 % Senior Notes due June 2029 ​ ​ 499.7 ​ ​ 493.4 ​ ​ 499.7 ​ ​ 567.7 ​ 2.800 % Senior Notes due February 2030 ​ ​ 899.5 ​ ​ 792.8 ​ ​ 899.4 ​ ​ 928.3 ​ 2.200 % Senior Notes due September 2031 ​ ​ 747.5 ​ ​ 617.4 ​ ​ 747.3 ​ ​ 733.4 ​ Other debt ​ 31.4 ​ 31.4 ​ 8.6 ​ 8.6 ​ Less: unamortized deferred debt issuance costs ​ ( 27.5 ) ​ — ​ ( 30.7 ) ​ — ​ Total debt ​ 4,862.3 ​ 4,573.9 ​ 4,799.9 ​ 5,009.8 ​ Less: current portion ​ 28.1 ​ ​ 28.1 ​ 4.0 ​ 4.0 ​ Total long-term debt ​ $ 4,834.2 $ 4,545.8 $ 4,795.9 $ 5,005.8 ​ ​ Revolving Credit Facility ​ On November 30, 2021, the Company amended and restated its $ 2,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”). As a result, the Revolving Credit Facility no longer references LIBOR for interest rate determinations. The Revolving Credit Facility maintains the lenders’ aggregate commitments under the facility at $ 2,500.0 . The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, in various currencies, at 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 SOFR. The Company may utilize the Revolving Credit Facility for general corporate purposes. At June 30, 2022 and December 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value due primarily to their market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. On June 30, 2022, the Company was in compliance with the financial covenants under the Revolving Credit Facility . ​ Term Loan Credit Facility ​ On April 19, 2022, the Company entered into a two-year , $ 750.0 unsecured delayed draw term loan credit agreement (the “2022 Term Loan”), which is scheduled to mature on April 19, 2024 . The 2022 Term Loan was undrawn at closing and may be drawn on up to five occasions over the life of the facility. The 2022 Term Loan may be repaid at any time without premium or penalty, and, once repaid, cannot be reborrowed. When drawn upon, the proceeds from the 2022 Term Loan are expected to be used for general corporate purposes. Interest rates under the 2022 Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The carrying value of any borrowings under the 2022 Term Loan would approximate its fair value due primarily to its market interest rates and would be classified as Level 2 in the fair value hierarchy (Note 5). As of June 30, 2022, there were no outstanding borrowings under the 2022 Term Loan. The 2022 Term Loan requires payment of certain commitment fees and requires that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility. On June 30, 2022, the Company was in compliance with the financial covenants under the 2022 Term Loan. 8 Table of Contents ​ Commercial Paper Programs ​ The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes”) in one or more private placements in the United States. The maturities of the USCP Notes vary, but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. T he maximum aggregate principal amount outstanding of USCP Notes at any time is $ 2,500.0 . The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which recently has included fully or partially funding acquisitions, as well as to repay certain outstanding senior notes . As of June 30, 2022, the amount of USCP Notes outstanding was $ 923.2 , with a weighted average interest rate of 1.98 % . ​ The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary, but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $ 2,000.0 . As of June 30, 2022, there were no ECP Notes outstanding. ​ Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of June 30, 2022, the authorization from the Company’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 2,500.0 in the aggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes. The Commercial Paper is classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The carrying value of Commercial Paper approximates its fair value, due primarily to its market interest rates and is classified as Level 2 in the fair value hierarchy (Note 5). ​ U.S. Senior Notes ​ On September 14, 2021, the Company issued $ 750.0 principal amount of unsecured 2.200 % Senior Notes due September 15, 2031 at 99.634 % of face value (the “2031 Senior Notes”). The 2031 Senior Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on the 2031 Senior Notes is payable semiannually on March 15 and September 15 of each year, commencing on March 15, 2022. Prior to June 15, 2031, the Company may, at its option, redeem some or all of the 2031 Senior Notes at any time by paying the redemption price (which includes a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If redeemed on or after June 15, 2031, the Company may, at its option, redeem some or all of the 2031 Senior Notes at any time by paying the redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Company used the net proceeds from the 2031 Senior Notes to repay certain outstanding borrowings under the U.S. Commercial Paper Program. ​ All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, which include paying 100 % of the 9 Table of Contents principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a make-whole premium. ​ Euro Senior Notes ​ The Euro Issuer has two outstanding senior notes in Europe (collectively, the “Euro Notes” and, together with the U.S. Senior Notes, the “Senior Notes”), each of which were issued with a principal amount of € 500.0 . The 0.750 % Euro Senior Notes, which were issued in May 2020 at 99.563 % of face value, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018 at 99.498 % of face value, mature on October 8, 2028 . The Company’s Euro Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness, and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually. The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium. ​ The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Company’s Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On June 30, 2022, the Company was in compliance with all requirements under its Senior Notes . ​ Note 5—Fair Value Measurements ​ Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These requirements establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis. ​ The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: ​ Level 1 Quoted prices for identical instruments in active markets. ​ Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ​ Level 3 Significant inputs to the valuation model are unobservable. ​ The Company believes that the assets or liabilities currently subject to such standards with fair value disclosure requirements are primarily debt instruments, pension plan assets, short- and long-term investments, and derivative instruments. Each of these assets and liabilities is discussed below, with the exception of debt instruments, pension plan assets, and the fair value of assets acquired and liabilities assumed as part of acquisition accounting, which are covered in Note 4, Note 10 and Note 11, respectively, herein, in addition to the Notes to Consolidated Financial Statements in the 2021 Annual Report. Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy. Long-term investments, the vast majority of which have original maturities of two years , are recorded in Other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The carrying amounts of these short-term and long-term instruments, the vast majority of which are in non-U.S. bank accounts, approximate their respective fair values. The Company’s derivative instruments primarily consist of foreign exchange forward contracts, which are valued using bank quotations based on market observable inputs such as forward and spot rates and are therefore classified as Level 2 in the fair value hierarchy. The impact of the credit risk related to these financial assets is immaterial. ​ 10 Table of Contents The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of June 30, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ Quoted Prices in ​ Significant ​ Significant ​ ​ ​ ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ ​ ​ ​ for Identical ​ Inputs ​ Inputs ​ ​ Total ​ Assets (Level 1) ​ (Level 2) ​ (Level 3) June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 119.2 ​ $ — ​ $ 119.2 ​ $ — Long-term investments ​ ​ 52.7 ​ ​ — ​ ​ 52.7 ​ ​ — Forward contracts ​ ​ 4.2 ​ ​ — ​ ​ 4.2 ​ ​ — Redeemable noncontrolling interest ​ ​ ( 19.9 ) ​ ​ — ​ ​ — ​ ​ ( 19.9 ) Total ​ $ 156.2 ​ $ — ​ $ 176.1 ​ $ ( 19.9 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 44.3 ​ $ 44.3 ​ $ — ​ $ — Forward contracts ​ ​ ( 0.4 ) ​ ​ — ​ ​ ( 0.4 ) ​ ​ — Redeemable noncontrolling interest ​ ​ ( 19.0 ) ​ ​ — ​ ​ — ​ ​ ( 19.0 ) Total ​ $ 24.9 ​ $ 44.3 ​ $ ( 0.4 ) ​ $ ( 19.0 ) ​ The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures. In addition, the Company also enters into foreign exchange forward contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S. dollar equivalent of the net investments in certain foreign subsidiaries. As of June 30, 2022, the fair value of such foreign exchange forward contracts in the table above consisted of (i) two outstanding foreign exchange forward contracts accounted for as cash flow hedges, each expiring within one year , (ii) various outstanding foreign exchange forward contracts accounted for as net investment hedges and (iii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments. The amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts and the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income during the three and six months ended June 30, 2022 and 2021, were not material. The fair values of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period. ​ Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective acquisition agreement. The redeemable noncontrolling interest as of June 30, 2022 and December 31, 2021 is related to the acquisition of Halo Technology Limited (“Halo”), which closed in December 2021, and based on the terms of the agreement, will remain in temporary equity until the put option is either exercised and the entire redeemable noncontrolling interest is fully settled or the put option expires. The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable NCI currently outstanding, approximates fair value. As such, the redemption value is classified as Level 3 in the fair value hierarchy, and is recorded as Redeemable noncontrolling interest on the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interest for the three and six months ended June 30, 2022, as well as Note 1 of the Notes to Consolidated Financial Statements in the 2021 Annual Report for further discussion of the Company’s redeemable noncontrolling interest. ​ 11 Table of Contents With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. ​ Note 6—Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, June 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Provision for income taxes ​ $ ( 144.5 ) ​ $ ( 78.1 ) ​ $ ( 278.7 ) ​ $ ( 182.2 ) ​ Effective tax rate ​ 23.3 % 17.5 % 23.5 % 20.6 % ​ For the three months ended June 30, 2022 and 2021, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 7.5 and $ 19.3 , respectively, and decreasing our effective tax rate by 120 basis points and 430 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. For the six months ended June 30, 2022 and 2021, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 11.3 and $ 22.0 , respectively, and decreasing our effective tax rate by 100 basis points and 250 basis points, respectively. For the three and six months ended June 30, 2021, acquisition-related expenses had the effect of increasing our effective tax rate by approximately 60 basis points and 30 basis points, respectively, and a discrete tax benefit of $ 14.9 related to the settlement of uncertain tax positions in certain non-U.S. jurisdictions had the effect of decreasing our effective tax rate by 330 basis points and 170 basis points, respectively. ​ The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017. As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries. The Company paid its fifth annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2022, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. ​ The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2017 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of June 30, 2022, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 182.9 . Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations. Based on information currently available, management anticipates that over the next twelve-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 14.4 . ​ Note 7—Stockholders’ Equity and Noncontrolling Interests ​ Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity. ​ 12 Table of Contents A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the three months ended June 30, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amphenol Corporation Stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests Equity Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of March 31, 2022 598.7 $ 0.6 ( 1.6 ) $ ( 101.0 ) $ 2,438.5 $ 4,391.5 $ ( 303.5 ) $ 57.9 $ 6,484.0 $ 19.5 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 472.5 ​ ​ ​ ​ 3.2 ​ 475.7 ​ ​ 0.4 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 172.4 ) ​ ( 3.0 ) ​ ( 175.4 ) ​ ​ — Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.4 ) ​ ( 0.4 ) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 2.7 ) ​ ( 186.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 186.0 ) ​ ​ ​ Retirement of treasury stock ( 2.7 ) ​ ​ — ​ 2.7 ​ 186.0 ​ ​ ​ ​ ( 186.0 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Stock options exercised 0.7 ​ ​ — ​ 0.2 ​ ​ 9.0 ​ 18.4 ​ ​ ( 5.1 ) ​ ​ ​ ​ ​ ​ ​ 22.3 ​ ​ ​ Dividends declared ($ 0.20 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 119.1 ) ​ ​ ​ ​ ​ ​ ​ ( 119.1 ) ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20.9 ​ ​ ​ Balance as of June 30, 2022 596.7 ​ $ 0.6 ​ ( 1.4 ) ​ $ ( 92.0 ) ​ $ 2,477.8 ​ $ 4,553.8 ​ $ ( 475.9 ) ​ $ 57.7 ​ $ 6,522.0 ​ $ 19.9 ​ ​ A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the six months ended June 30, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amphenol Corporation Stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests Equity Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 898.2 ​ ​ ​ ​ 6.2 ​ 904.4 ​ ​ 0.9 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 189.4 ) ​ ( 3.0 ) ​ ( 192.4 ) ​ ​ — Purchase of noncontrolling interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 0.1 ) ​ ​ ( 0.5 ) ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3.5 ) ​ ( 3.5 ) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 5.3 ) ​ ( 389.9 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 389.9 ) ​ ​ ​ Retirement of treasury stock ( 5.0 ) ​ ​ — ​ 5.0 ​ 368.9 ​ ​ ​ ​ ( 368.9 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Stock options exercised 1.0 ​ ​ — ​ 0.5 ​ ​ 29.0 ​ 28.6 ​ ​ ( 15.8 ) ​ ​ ​ ​ ​ ​ ​ 41.8 ​ ​ ​ Dividends declared ($ 0.40 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 238.6 ) ​ ​ ​ ​ ​ ​ ​ ( 238.6 ) ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40.6 ​ ​ ​ Balance as of June 30, 2022 596.7 $ 0.6 ( 1.4 ) $ ( 92.0 ) $ 2,477.8 $ 4,553.8 $ ( 475.9 ) $ 57.7 $ 6,522.0 $ 19.9 ​ A rollforward of consolidated changes in equity for the three months ended June 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amphenol Corporation Stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of March 31, 2021 ​ 599.2 $ 0.6 ( 2.1 ) $ ( 117.4 ) $ 2,105.7 $ 3,807.1 $ ( 335.0 ) $ 60.7 $ 5,521.7 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 369.8 ​ ​ ​ ​ 1.8 ​ 371.6 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34.7 ​ 1.0 ​ 35.7 Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.7 ) ​ ( 0.7 ) Purchase of treasury stock ​ ​ ​ ​ ​ ​ ( 2.5 ) ​ ( 167.3 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 167.3 ) Retirement of treasury stock ( 2.5 ) ​ ​ — ​ 2.5 ​ 167.3 ​ ​ ​ ​ ( 167.3 ) ​ ​ ​ ​ ​ ​ ​ — Stock options exercised 2.6 ​ ​ — ​ 0.3 ​ ​ 17.3 ​ 73.2 ​ ​ ( 6.6 ) ​ ​ ​ ​ ​ ​ ​ 83.9 Dividends declared ($ 0.145 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 86.6 ) ​ ​ ​ ​ ​ ​ ​ ( 86.6 ) Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20.0 Balance as of June 30, 2021 ​ 599.3 ​ $ 0.6 ​ ( 1.8 ) ​ $ ( 100.1 ) ​ $ 2,198.9 ​ $ 3,916.4 ​ $ ( 300.3 ) ​ $ 62.8 ​ $ 5,778.3 ​ 13 Table of Contents A rollforward of consolidated changes in equity for the six months ended June 30, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amphenol Corporation Stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2020 600.7 $ 0.6 ( 2.0 ) $ ( 111.1 ) $ 2,068.1 $ 3,705.4 $ ( 278.1 ) $ 67.0 $ 5,451.9 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 699.3 ​ ​ ​ ​ 4.0 ​ 703.3 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 22.2 ) ​ ​ 0.8 ​ ( 21.4 ) Acquisitions resulting in noncontrolling interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.8 ​ 1.8 Purchase of noncontrolling interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.5 ​ ​ ​ ​ ​ ​ ​ ​ ( 7.3 ) ​ ​ ( 4.8 ) Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3.5 ) ​ ( 3.5 ) Purchase of treasury stock ​ ​ ​ ​ ​ ​ ( 4.9 ) ​ ( 320.1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 320.1 ) Retirement of treasury stock ( 4.6 ) ​ ​ — ​ 4.6 ​ 300.3 ​ ​ ​ ​ ( 300.3 ) ​ ​ ​ ​ ​ ​ ​ — Stock options exercised 3.2 ​ ​ — ​ 0.5 ​ ​ 30.8 ​ 89.3 ​ ​ ( 14.8 ) ​ ​ ​ ​ ​ ​ ​ 105.3 Dividends declared ($ 0.29 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 173.2 ) ​ ​ ​ ​ ​ ​ ​ ( 173.2 ) Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39.0 ​ ​ ​ ​ ​ ​ 39.0 Balance as of June 30, 2021 599.3 $ 0.6 ( 1.8 ) $ ( 100.1 ) $ 2,198.9 $ 3,916.4 $ ( 300.3 ) $ 62.8 $ 5,778.3 ​ Stock Repurchase Programs ​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $ 2,000.0 of the Company’s Class A Common Stock (“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 and six months ended June 30, 2022, the Company repurchased 2.7 million and 5.3 million shares of its Common Stock for $ 186.0 and $ 389.9 , respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made during the first six months of 2022, 0.3 million shares, or $ 21.0 , were retained in Treasury stock at the time of repurchase. The remaining 5.0 million shares, or $ 368.9 , have been retired by the Company. During the three months ended June 30, 2021, the Company repurchased 1.7 million shares of its Common Stock for $ 116.3 under the 2021 Stock Repurchase Program, all the shares of which were retired by the Company. From July 1, 2022 to July 26, 2022, the Company repurchased 0.7 million additional shares of its Common Stock for $ 48.0 under the 2021 Stock Repurchase Program, and, as of July 27, 2022, the Company has remaining authorization to purchase up to $ 1,104.2 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 Company’s Common Stock. ​ On April 24, 2018, the Board authorized a stock repurchase program under which the Company could purchase up to $ 2,000.0 of the Company’s Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Exchange Act. During the three and six months ended June 30, 2021, the Company repurchased 0.8 million and 3.1 million shares of its Common Stock for $ 51.0 and $ 203.8 , respectively, under the 2018 Stock Repurchase Program. As a result of these purchases, the Company completed all purchases authorized under the 2018 Stock Repurchase Program, and, therefore, the 2018 Stock Repurchase Program was terminated. Of the total repurchases made during the first six months of 2021, 0.3 million shares, or $ 19.8 , were retained in Treasury stock at the time of repurchase. The remaining 2.8 million shares, or $ 184.0 , were retired by the Company. ​ 14 Table of Contents Dividends ​ Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. The following table summarizes the dividends declared and paid for the three and six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Dividends declared ​ $ 119.1 ​ $ 86.6 ​ $ 238.6 ​ $ 173.2 ​ Dividends paid (including those declared in the prior year) ​ 119.5 ​ 86.6 ​ 239.3 ​ 173.4 ​ ​ On October 26, 2021, the Board approved an increase to its quarterly dividend rate from $ 0.145 per share to $ 0.20 per share, effective with dividends declared in the fourth quarter of 2021, contingent upon declaration by the Board. ​ Note 8—Stock-Based Compensation ​ For the three months ended June 30, 2022 and 2021, the Company’s Income from continuing operations before income taxes was reduced for stock-based compensation expense of $ 20.9 and $ 20.0 , respectively. In addition, for the three months ended June 30, 2022 and 2021, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 9.6 and $ 21.8 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the three months ended June 30, 2022 and 2021 include excess tax benefits of $ 7.5 and $ 19.3 , respectively, from option exercises. ​ For the six months ended June 30, 2022 and 2021, the Company’s Income from continuing operations before income taxes was reduced for stock-based compensation expense of $ 40.6 and $ 39.0 , respectively. In addition, for the six months ended June 30, 2022 and 2021, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 15.4 and $ 26.4 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the six months ended June 30, 2022 and 2021 include excess tax benefits of $ 11.3 and $ 22.0 , respectively, from option exercises. ​ The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises. ​ Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. ​ Stock Options ​ In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 60,000,000 shares. In March 2021, the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuance under the plan by 40,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021. As of June 30, 2022, there were 36,674,120 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan. Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan. Options granted under the 2017 Option Plan and the 15 Table of Contents 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant. ​ Stock option activity for the three and six months ended June 30, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ ​ ​ Weighted ​ Remaining ​ Intrinsic ​ ​ ​ ​ Average ​ Contractual ​ Value ​ ​ Options Exercise Price Term (in years) (in millions) Options outstanding at January 1, 2022 65,300,748 ​ $ 42.00 6.47 ​ $ 2,968.8 ​ Options granted 532,721 ​ 85.92 ​ ​ ​ ​ ​ ​ Options exercised ( 646,759 ) ​ 30.24 ​ ​ ​ ​ ​ ​ Options forfeited ( 136,140 ) ​ 47.07 ​ ​ ​ ​ ​ ​ Options outstanding at March 31, 2022 65,050,570 ​ ​ 42.46 ​ 6.27 ​ ​ 2,145.0 ​ Options granted 6,389,410 ​ 67.59 ​ ​ ​ ​ ​ ​ Options exercised ( 819,522 ) ​ 27.16 ​ ​ ​ ​ ​ ​ Options forfeited ( 182,370 ) ​ 48.89 ​ ​ ​ ​ ​ ​ Options outstanding at June 30, 2022 70,438,088 ​ $ 44.91 6.41 ​ $ 1,420.3 ​ Vested and non-vested options expected to vest at June 30, 2022 67,395,444 ​ $ 44.50 6.33 ​ $ 1,385.4 ​ Exercisable options at June 30, 2022 43,420,334 ​ $ 38.13 5.25 ​ $ 1,142.9 ​ ​ A summary of the status of the Company’s non-vested options as of June 30, 2022 and changes during the three and six months then ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Fair Value at ​ ​ ​ Options ​ Grant Date Non-vested options at January 1, 2022 31,380,283 ​ $ 8.34 ​ Options granted 532,721 ​ 17.97 ​ Options vested ( 59,200 ) ​ 10.69 ​ Options forfeited ( 136,140 ) ​ 7.68 ​ Non-vested options at March 31, 2022 31,717,664 ​ ​ 8.50 ​ Options granted 6,389,410 ​ 16.68 ​ Options vested ( 10,914,950 ) ​ 7.16 ​ Options forfeited ( 182,370 ) ​ 8.37 ​ Non-vested options at June 30, 2022 27,009,754 ​ $ 10.98 ​ ​ During the three and six months ended June 30, 2022 and 2021, the following activity occurred under the Company’s option plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 ​ Total intrinsic value of stock options exercised ​ $ 34.9 ​ $ 109.6 ​ $ 69.2 ​ $ 138.5 ​ Total fair value of stock options vested ​ 78.1 ​ 70.4 ​ 78.8 ​ 70.8 ​ ​ As of June 30, 2022, the total compensation cost related to non-vested options not yet recognized was approximately $ 263.3 with a weighted average expected amortization period of 3.72 years. ​ The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. 16 Table of Contents Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate. ​ Restricted Stock ​ In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan is administered by the Board. As of June 30, 2022, the number of restricted shares available for grant under the 2012 Directors Restricted Stock Plan was 120,047 . Restricted shares granted under the 2012 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant. Grants under the 2012 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment. ​ Restricted share activity for the three and six months ended June 30, 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ Restricted ​ Fair Value at ​ Amortization ​ ​ Shares Grant Date Term (in years) Restricted shares outstanding at January 1, 2022 21,061 ​ $ 66.92 ​ 0.38 ​ Restricted shares granted — ​ — ​ ​ ​ Restricted shares outstanding at March 31, 2022 21,061 ​ ​ 66.92 0.13 ​ Shares vested and issued ( 21,061 ) ​ 66.92 ​ ​ ​ Restricted shares granted 21,312 ​ 67.59 ​ ​ ​ Restricted shares outstanding at June 30, 2022 21,312 ​ $ 67.59 0.88 ​ ​ As of June 30, 2022, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 1.3 (with a weighted average expected amortization period of 0.88 years). ​ Note 9—Earnings Per Share ​ Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which were used to 17 Table of Contents calculate the earnings per share (basic and diluted) for the three and six months ended June 30, 2022 and 2021 (note that per share amounts may not add due to rounding) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ (dollars and shares in millions, except per share data) 2022 2021 2022 2021 Net income attributable to Amphenol Corporation stockholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income from continuing operations attributable to Amphenol Corporation ​ $ 472.5 ​ $ 367.2 ​ $ 898.2 ​ $ 696.7 ​ Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($ 0.3 ) for 2021 ​ ​ — ​ ​ 2.6 ​ ​ — ​ ​ 2.6 ​ Net income attributable to Amphenol Corporation ​ $ 472.5 ​ $ 369.8 ​ $ 898.2 ​ $ 699.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 596.2 ​ 597.4 ​ 597.3 ​ 597.9 ​ Effect of dilutive stock options ​ 23.5 ​ 26.4 ​ 25.3 ​ 26.0 ​ Weighted average common shares outstanding — Diluted ​ 619.7 ​ 623.8 ​ 622.6 ​ 623.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share attributable to Amphenol Corporation — Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 0.79 ​ $ 0.61 ​ $ 1.50 ​ $ 1.17 ​ Discontinued operations, net of income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Net income attributable to Amphenol Corporation — Basic ​ $ 0.79 ​ $ 0.62 ​ $ 1.50 ​ $ 1.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share attributable to Amphenol Corporation — Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ $ 0.76 ​ $ 0.59 ​ $ 1.44 ​ $ 1.12 ​ Discontinued operations, net of income taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Net income attributable to Amphenol Corporation — Diluted ​ $ 0.76 ​ $ 0.59 ​ $ 1.44 ​ $ 1.12 ​ ​ ​ Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 11.1 million and 3.8 million for the three months ended June 30, 2022 and 2021, respectively. Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 7.6 million and 2.2 million for the six months ended June 30, 2022 and 2021, respectively. ​ Note 10—Benefit Plans and Other Postretirement Benefits ​ The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The majority of U.S. employees are not covered by the U.S. Plans and are instead covered by various defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S. Plans, the “Plans”). ​ The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans for the three and six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ 2022 2021 2022 2021 Service cost $ 1.5 ​ $ 1.9 ​ $ 3.0 ​ $ 3.8 Interest cost ​ 3.5 ​ 2.8 ​ 7.1 ​ 5.6 Expected return on plan assets ​ ( 7.5 ) ​ ( 7.8 ) ​ ( 15.0 ) ​ ( 15.6 ) Amortization of prior service cost ​ 0.4 ​ 0.5 ​ 0.7 ​ 1.0 Amortization of net actuarial losses ​ 4.0 ​ 6.2 ​ 8.1 ​ 12.4 Net pension expense $ 1.9 ​ $ 3.6 ​ $ 3.9 ​ $ 7.2 ​ Based on the Company’s current investment strategy for its U.S. Plans, the Company’s expected long-term rate of return assumption to determine net periodic pension expense for 2022 is 5.5 % . There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future, if any. 18 Table of Contents ​ The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches employee contributions to the U.S. defined contribution plans up to a maximum of 6 % of eligible compensation. During the six months ended June 30, 2022 and 2021, the Company provided matching contributions to the U.S. defined contribution plans of approximately $ 9.6 and $ 8.4 , respectively. ​ Note 11—Acquisitions ​ 2022 Acquisitions ​ In the second quarter of 2022, the Company completed one acquisition for approximately $ 74.5 , net of cash acquired, which has been included in the Harsh Environment Solutions segment. The acquisition was funded through a combination of borrowings under the U.S. Commercial Paper Program and cash on hand. The Company has begun the process of analyzing the allocation of the fair value of the assets acquired and liabilities assumed. Since the current purchase price allocation is based on an initial preliminary assessment made by management as of June 30, 2022, the acquisition accounting is subject to final adjustment, and it is possible that the final assessment of values may differ materially from our initial preliminary assessment. The operating results of this acquisition has been included in the Condensed Consolidated Statements of Income since the date of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocation related to the acquisition, has not been presented, since the acquisition was not material to the Company’s financial results. ​ 2021 Acquisitions ​ During the year ended December 31, 2021, the Company completed seven acquisitions for $ 2,225.4 , net of cash acquired, while also completing the divestiture of the Divested MTS business, as discussed below and in more detail in the 2021 Annual Report. One of the acquisitions was included in the Harsh Environment Solutions segment, three acquisitions were included in the Communications Solutions segment and three acquisitions were included in the Interconnect and Sensor Systems segment. The Company completed the acquisition accounting, including the analyses of the fair value of the assets acquired and liabilities assumed, for six of the acquisitions, for each of which the final assessment of values did not differ materially from their previous preliminary assessments. For the Halo acquisition, as discussed further below, the Company is in the process of completing its analyses of the fair value of the assets acquired and liabilities assumed, and anticipates that the final assessments of values for these acquisitions will not differ materially from the preliminary assessments. The operating results of the 2021 acquisitions were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, was not presented as these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition of MTS Systems Corporation and Sale of the Divested MTS Business ​ On April 7, 2021 , the Company completed its acquisition of MTS Systems Corporation (Nasdaq: MTSC) (“MTS”) for a total enterprise value of approximately $ 1,700 , net of cash acquired and including the repayment of all outstanding debt and certain liabilities. MTS was historically organized into two business segments: Sensors (“MTS Sensors”) and Test & Simulation (“MTS T&S”). The MTS acquisition was funded through a combination of borrowings under the U.S. Commercial Paper Program and cash on hand. At closing, the Company paid approximately $ 1,300 , net of cash acquired, for 100 % of the common stock of MTS, including certain liabilities settled at closing, which was reflected within net cash used in investing activities from continuing operations in the Consolidated Statements of Cash Flow for the year ended December 31, 2021. In addition, the Company also assumed MTS’s then-outstanding $ 350.0 principal amount of senior notes due August 15, 2027, which were repaid and settled, shortly after the closing, for approximately $ 387.3 , which included accrued interest and a make-whole premium incurred as a result of the early extinguishment of the senior notes. ​ 19 Table of Contents Prior to the closing of the MTS acquisition, the Company entered into a definitive agreement to sell MTS (including the MTS T&S business, but excluding the MTS Sensors business) to Illinois Tool Works Inc. (“ITW”). Throughout this Quarterly Report on Form 10-Q, we refer to MTS (including the MTS T&S business, but excluding the MTS Sensors business) as the “Divested MTS business”. On December 1, 2021, the Company completed the sale of the Divested MTS business to ITW for approximately $ 750 , net of cash divested and excluding related transaction fees and expenses. After giving effect to the sale of the Divested MTS business as well as the repayment of the aforementioned MTS senior notes as part of the MTS acquisition, the Company paid approximately $ 950 , net of cash acquired and excluding related transaction fees and expenses, for the retained MTS Sensors business. ​ The Divested MTS business met the “held for sale” criteria at its acquisition date and accordingly, the Company did not assign the Divested MTS business to any of its reportable business segments. The Company accounted for the operating results and related cash flows associated with the Divested MTS business as discontinued operations in the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flow, respectively, as of the MTS acquisition date of April 7, 2021 through June 30, 2021, and ultimately, through December 1, 2021, the date of the sale of the Divested MTS business. For the three and six months ended June 30, 2021, the comprehensive income associated with discontinued operations was not material and was not separately presented in the Condensed Consolidated Statements of Comprehensive Income. ​ Upon the sale of the Divested MTS business in December 2021, the Company completed the acquisition accounting associated with the Divested MTS business, which was performed separately from the purchase price allocation of the retained MTS Sensors business. The proceeds from the sale of the Divested MTS business were included in Net cash provided by investing activities from discontinued operations in the Consolidated Statements of Cash Flow for the year ended December 31, 2021. The sale of the Divested MTS business did not result in any significant gain or loss recorded to discontinued operations in the Consolidated Statements of Income for the year ended December 31, 2021 . ​ The retained MTS Sensors business is reported within our Interconnect and Sensor Systems segment. The Company has completed its analysis of the purchase price allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, as part of the acquisition accounting associated with the MTS Sensors business. The final assessment of values for the MTS acquisition did not differ materially from previous preliminary assessments. The MTS acquisition resulted in the recognition of $ 738.7 of goodwill, $ 54.0 of indefinite-lived tradename intangible assets and $ 178.2 of definite-lived intangible assets, each associated with the MTS Sensors business. The definite-lived intangible assets are comprised of customer relationships, proprietary technology, and backlog of $ 122.9 , $ 39.1 and $ 16.2 , respectively, and are amortized based upon the underlying pattern of economic benefit with weighted-average useful lives of 11 years , 15 years and 0.25 years, respectively. Other than these intangible assets, the remainder of the purchase price has been allocated to other identifiable assets acquired and liabilities assumed. As part of acquisition accounting, the Company also recorded $ 47.0 of deferred tax liabilities associated with certain basis differences, the majority of which the Company recognized for tax purposes and paid in the fourth quarter of 2021 upon the sale of the Divested MTS business. The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of assembled workforce and the anticipated cost savings and efficiencies associated with the integration of the MTS Sensors business, along with other intangible assets acquired that do not qualify for separate recognition. The Company does no t expect any such recognized goodwill associated with the acquisition of the MTS Sensors business to be deductible for tax purposes. The operating results for the MTS Sensors business have been included within continuing operations in the Condensed Consolidated Statements of Income since the acquisition date of April 7, 2021, while the operating results for the Divested MTS business were classified and reported as discontinued operations as discussed above. ​ Acquisition of Halo Technology Limited ​ On December 1, 2021 , the Company completed the acquisition of approximately 97 % of the common stock of Halo Technology Limited (“Halo”) for a purchase price of approximately $ 694 , net of cash acquired. The sellers retained a noncontrolling interest of less than 3 % in Halo, which includes redeemable features that are outside the control of the Company and therefore, has been classified as temporary equity on the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, as discussed in more detail in Note 5 herein. The acquisition was funded with cash on hand. The Company is in the process of analyzing the allocation of the fair value of the tangible and identifiable 20 Table of Contents intangible assets acquired and liabilities assumed, as part of acquisition accounting. As of June 30, 2022, the Halo acquisition resulted in the recognition of $ 520.8 of goodwill, $ 29.0 of indefinite-lived tradename intangible assets and $ 168.0 of definite-lived intangible assets. The definite-lived intangible assets are comprised of customer relationships, proprietary technology, and backlog of $ 44.0 , $ 115.0 and $ 9.0 , respectively, and are amortized based upon the underlying pattern of economic benefit with weighted average useful lives of 13 years , 15 years and one month , respectively. Other than these intangible assets, the remainder of the purchase price has been allocated to other identifiable assets acquired and liabilities and noncontrolling interests (including redeemable noncontrolling interests) assumed. As part of acquisition accounting, the excess purchase price over the fair value of the underlying assets acquired (net of liabilities and noncontrolling interests assumed) was allocated to goodwill, which primarily represents the value of assembled workforce and the anticipated cost savings and efficiencies associated with the integration of Halo, along with other intangible assets acquired that do not qualify for separate recognition. The Company does no t expect any such recognized goodwill associated with the Halo acquisition to be deductible for tax purposes. The current purchase price allocation is based on a preliminary assessment made by management as of June 30, 2022. The acquisition accounting for Halo is subject to final adjustment, and it is possible that the final assessment of values may differ from our preliminary assessment. The operating results for Halo have been included in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of Halo, which is reported within our Communications Solutions segment, was not material to the Company’s financial results. ​ Acquisition-related Expenses ​ During the three and six months ended June 30, 2021, the Company incurred $ 55.4 ($ 44.6 after-tax) of acquisition-related expenses, comprised primarily of transaction, severance, restructuring and certain non-cash purchase accounting costs related to the MTS acquisition in the second quarter of 2021. Such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income. ​ Note 12—Goodwill and Other Intangible Assets ​ The changes in the carrying amount of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ Interconnect ​ ​ ​ ​ Environment ​ Communications ​ and Sensor ​ ​ ​ ​ ​ Solutions ​ Solutions ​ Systems ​ Total Goodwill at December 31, 2021 ​ $ 1,663.7 ​ $ 2,950.1 ​ $ 1,763.0 ​ $ 6,376.8 ​ Acquisition-related ​ 32.3 ​ ( 6.4 ) ​ ( 2.5 ) ​ 23.4 ​ Foreign currency translation ​ ( 25.8 ) ​ ( 34.5 ) ​ ( 64.9 ) ​ ( 125.2 ) ​ Goodwill at June 30, 2022 ​ $ 1,670.2 ​ $ 2,909.2 ​ $ 1,695.6 ​ $ 6,275.0 ​ ​ The decrease in goodwill during the first six months of 2022 was primarily driven by foreign currency translation, partially offset by goodwill recognized from one acquisition that closed during the first six months of 2022. ​ Other than goodwill noted above, the Company’s intangible assets as of June 30, 2022 and December 31, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ December 31, 2021 ​ Weighted ​ Gross ​ Net Gross ​ Net ​ Average ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ Life (years) ​ Amount ​ Amortization ​ Amount ​ Amount ​ Amortization ​ Amount Customer relationships 10 ​ $ 654.7 ​ $ 374.8 ​ $ 279.9 ​ $ 637.2 ​ $ 357.5 ​ $ 279.7 Proprietary technology 13 ​ 309.9 ​ 112.9 ​ ​ 197.0 ​ 311.1 ​ 102.2 ​ ​ 208.9 Backlog and other 1 ​ 79.9 ​ 74.7 ​ ​ 5.2 ​ 74.9 ​ 74.7 ​ ​ 0.2 Total intangible assets (definite-lived) 10 ​ ​ 1,044.5 ​ ​ 562.4 ​ ​ 482.1 ​ ​ 1,023.2 ​ ​ 534.4 ​ ​ 488.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names (indefinite-lived) ​ ​ ​ 269.1 ​ ​ ​ ​ ​ 269.1 ​ ​ 268.1 ​ ​ ​ ​ ​ 268.1 ​ ​ ​ $ 1,313.6 ​ $ 562.4 ​ $ 751.2 ​ $ 1,291.3 ​ $ 534.4 ​ $ 756.9 ​ 21 Table of Contents The increase in the gross carrying amount of intangible assets in the first six months of 2022 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with recent acquisitions. Amortization expense for the three months ended June 30, 2022 and 2021 was approximately $ 16.8 and $ 32.6 , respectively. Amortization expense for the six months ended June 30, 2022 and 2021 was approximately $ 34.8 and $ 44.9 , respectively. Amortization expense for the three and six months ended June 30, 2021 also included $ 16.2 related to the amortization of acquired backlog, resulting from the MTS acquisition. As of June 30, 2022, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2022 is approximately $ 38.4 and for each of the next five fiscal years is approximately $ 66.4 in 2023, $ 61.0 in 2024, $ 51.7 in 2025, $ 50.0 in 2026 and $ 43.3 in 2027. ​ Note 13—Reportable Business Segments ​ New Reportable Business Segments ​ Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments: (i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems . This new alignment replaces our historic reportable business segments. All businesses previously reported in the Interconnect Products and Assemblies segment have now been aligned with one of the three newly formed segments. All businesses previously reported in the Cable Products and Solutions segment have now been aligned with our newly formed Communications Solutions segment. This new segment structure reflects (i) the manner in which the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, regularly assesses information for decision-making purposes, including the allocation of resources, and (ii) how the Company operates its businesses, assesses performance, and communicates results and strategy, among other items, to the Company’s Board and its stockholders. In conjunction with the new alignment of our business, the Company appointed three new segment managers (“Segment Managers”) to lead their respective reportable business segments, each reporting directly to the Chief Executive Officer. The Company organizes its reportable business segments based on the manner in which management evaluates the performance of the Company, combined with the nature of the individual business activities and the product-based solutions offered. ​ The following are the Company’s three new reportable business segments: ​ ​ ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products for use in the industrial, military, commercial aerospace, automotive, mobile networks and information technology and data communications end markets. ​ ● Communications Solutions – the Communications Solutions segment designs, manufactures and markets a broad range of connector and interconnect systems, including high speed, radio frequency, power, fiber optic and other products, together with antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and military end markets. ​ ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, military and commercial aerospace end markets. ​ ​ The Company has recast all relevant prior year period segment information in order to enable year-over-year segment comparisons in this Quarterly Report on Form 10-Q. The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the Notes to Consolidated Financial Statements in the 2021 Annual Report. The Company evaluates the performance of the segments and allocates resources to each of them based on, among other things, profit or loss from operations before certain corporate and other related items such as interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses. The Company also incurs general corporate expenses and costs which are not allocated to the reportable business segments, but have been included in “Corporate / Other” in the following tables for 22 Table of Contents reconciliation purposes. Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment. ​ Net sales by segment for the three and six months ended June 30, 2022 and 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External ​ Intersegment Three Months Ended June 30: ​ 2022 ​ 2021 ​ 2022 ​ 2021 Harsh Environment Solutions $ 790.4 ​ $ 696.3 ​ $ 19.8 ​ $ 17.1 Communications Solutions ​ ​ 1,378.5 ​ ​ 1,115.3 ​ ​ 20.8 ​ ​ 18.0 Interconnect and Sensor Systems ​ ​ 967.9 ​ ​ 842.3 ​ ​ 4.3 ​ ​ 7.0 Consolidated Net sales ​ $ 3,136.8 ​ $ 2,653.9 ​ $ 44.9 ​ $ 42.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions $ 1,518.0 ​ $ 1,324.3 ​ $ 35.3 ​ $ 32.9 Communications Solutions ​ ​ 2,698.6 ​ ​ 2,143.3 ​ ​ 40.1 ​ ​ 38.8 Interconnect and Sensor Systems ​ ​ 1,872.0 ​ ​ 1,563.4 ​ ​ 9.4 ​ ​ 13.2 Consolidated Net sales ​ $ 6,088.6 ​ $ 5,031.0 ​ $ 84.8 ​ $ 84.9 ​ Segment operating income and the reconciliation of segment operating income to consolidated income from continuing operations before income taxes for the three and six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 Segment operating income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 206.5 ​ $ 181.0 ​ $ 389.7 ​ $ 339.3 Communications Solutions ​ ​ 303.0 ​ ​ 235.1 ​ ​ 585.6 ​ ​ 439.6 Interconnect and Sensor Systems ​ ​ 177.5 ​ ​ 150.5 ​ ​ 337.5 ​ ​ 285.5 Total segment operating income ​ ​ 687.0 ​ ​ 566.6 ​ ​ 1,312.8 ​ ​ 1,064.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate / Other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ ( 20.9 ) ​ ​ ( 20.0 ) ​ ​ ( 40.6 ) ​ ​ ( 39.0 ) Acquisition-related expenses ​ ​ — ​ ​ ( 55.4 ) ​ ​ — ​ ​ ( 55.4 ) Other operating expenses ​ ​ ( 17.3 ) ​ ​ ( 15.0 ) ​ ​ ( 33.6 ) ​ ​ ( 29.0 ) Interest expense ​ ​ ( 30.5 ) ​ ​ ( 29.1 ) ​ ​ ( 58.6 ) ​ ​ ( 57.7 ) Other income (expense), net ​ ​ 2.3 ​ ​ — ​ ​ 4.0 ​ ​ ( 0.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations before income taxes ​ $ 620.6 ​ $ 447.1 ​ $ 1,184.0 ​ $ 882.9 ​ ​ Depreciation and amortization expense by segment for the three and six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2022 ​ 2021 ​ 2022 ​ 2021 Harsh Environment Solutions $ 18.8 ​ $ 18.5 ​ $ 37.2 ​ $ 36.5 Communications Solutions ​ ​ 41.4 ​ ​ 34.3 ​ ​ 83.4 ​ ​ 65.2 Interconnect and Sensor Systems ​ ​ 28.9 ​ ​ 48.1 ​ ​ 58.1 ​ ​ 74.3 Corporate / Other ​ ​ 1.7 ​ ​ 1.7 ​ ​ 3.3 ​ ​ 3.3 Total ​ $ 90.8 ​ $ 102.6 ​ $ 182.0 ​ $ 179.3 ​ ​ ​ ​ 23 Table of Contents ​ Note 14—Revenue Recognition ​ Revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. For the three and six months ended June 30, 2022 and 2021, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of June 30, 2022 and December 31, 2021. These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of June 30, 2022 and December 31, 2021. ​ The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are fulfilled within one year . Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of June 30, 2022. ​ While the Company typically offers standard product warranty coverage which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2022 and December 31, 2021, and related warranty expense for the three and six months ended June 30, 2022 and 2021, have not been and were not material in the accompanying Condensed Consolidated Financial Statements. ​ 24 Table of Contents Disaggregation of Net Sales ​ The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ ​ ​ ​ ​ ​ ​ Environment ​ Communications ​ Interconnect and ​ Total Reportable ​ ​ Solutions ​ Solutions ​ Sensor Systems ​ Business Segments Three Months Ended June 30, 2022 2021 2022 2021 2022 2021 ​ 2022 2021 Net sales by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ End customers and contract manufacturers ​ $ 541.8 $ 505.9 $ 1,063.0 $ 876.7 $ 934.3 $ 804.4 ​ $ 2,539.1 $ 2,187.0 Distributors and resellers ​ 248.6 ​ 190.4 ​ 315.5 ​ 238.6 ​ 33.6 ​ 37.9 ​ 597.7 ​ 466.9 ​ ​ $ 790.4 ​ $ 696.3 ​ $ 1,378.5 ​ $ 1,115.3 ​ $ 967.9 ​ $ 842.3 ​ $ 3,136.8 ​ $ 2,653.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 388.3 ​ $ 342.9 ​ $ 377.7 ​ $ 229.8 ​ $ 275.6 ​ $ 206.4 ​ $ 1,041.6 ​ $ 779.1 China ​ 125.1 ​ 112.8 ​ 421.7 ​ 409.2 ​ 212.4 ​ 168.2 ​ ​ 759.2 ​ ​ 690.2 Other foreign locations ​ 277.0 ​ 240.6 ​ 579.1 ​ 476.3 ​ 479.9 ​ 467.7 ​ 1,336.0 ​ ​ 1,184.6 ​ ​ $ 790.4 ​ $ 696.3 ​ $ 1,378.5 ​ $ 1,115.3 ​ $ 967.9 ​ $ 842.3 ​ $ 3,136.8 ​ $ 2,653.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ ​ ​ ​ ​ ​ ​ Environment ​ Communications ​ Interconnect and ​ Total Reportable ​ ​ Solutions ​ Solutions ​ Sensor Systems ​ Business Segments Six Months Ended June 30, 2022 2021 2022 2021 2022 2021 ​ 2022 2021 Net sales by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ End customers and contract manufacturers ​ $ 1,053.9 $ 972.4 $ 2,098.5 $ 1,723.7 $ 1,808.4 $ 1,504.2 ​ $ 4,960.8 $ 4,200.3 Distributors and resellers ​ 464.1 ​ 351.9 ​ 600.1 ​ 419.6 ​ 63.6 ​ 59.2 ​ 1,127.8 ​ 830.7 ​ ​ $ 1,518.0 ​ $ 1,324.3 ​ $ 2,698.6 ​ $ 2,143.3 ​ $ 1,872.0 ​ $ 1,563.4 ​ $ 6,088.6 ​ $ 5,031.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 743.1 ​ $ 658.9 ​ $ 693.5 ​ $ 419.9 ​ $ 518.9 ​ $ 374.2 ​ $ 1,955.5 ​ $ 1,453.0 China ​ 233.3 ​ 206.5 ​ 875.5 ​ 844.2 ​ 406.4 ​ 300.4 ​ ​ 1,515.2 ​ ​ 1,351.1 Other foreign locations ​ 541.6 ​ 458.9 ​ 1,129.6 ​ 879.2 ​ 946.7 ​ 888.8 ​ 2,617.9 ​ ​ 2,226.9 ​ ​ $ 1,518.0 ​ $ 1,324.3 ​ $ 2,698.6 ​ $ 2,143.3 ​ $ 1,872.0 ​ $ 1,563.4 ​ $ 6,088.6 ​ $ 5,031.0 ​ Net sales by geographic area are based on the customer location to which the product is shipped. It is impracticable to disclose net sales by product or group of products. ​ Note 15—Commitments and Contingencies ​ From time to time, the Company has been threatened with, or named as a defendant in, various legal or regulatory actions in the ordinary course of business. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to certain of such legal or regulatory actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred. ​ In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector General (the “OIG”), requesting documents pertaining to certain products manufactured by the Company’s Military and Aerospace Group that are purchased or used by the U.S. government. As of the date of this filing, the Company has responded to several production requests from the OIG, with the most recent being completed during the third quarter of 25 Table of Contents 2021. The Company continues to communicate and cooperate with the OIG on this ongoing matter. The Company is currently unable to estimate the timing or outcome of this matter. ​ From December 2019 through October 2020, the Company was named as one of several defendants in four separate lawsuits filed in the State of Indiana . The lawsuits relate to a manufacturing site in Franklin, Indiana (the “Site”) where the Company has been conducting an environmental clean-up effort under the direction of the United States Environmental Protection Agency (the “EPA”). The Site was shut down in 1983, more than three years before the Company acquired the Site as part of a larger acquisition that led to the establishment of the Company’s business in 1987 (the “Acquisition”). In connection with the Acquisition, the Company agreed, and has continued, to work closely with the EPA regarding the ongoing clean-up effort at the Site, subject to an indemnity from the seller (the “Seller”). In 1989, the Company sold the property where the Site is located. The lawsuits collectively seek, among other things, compensation for personal injuries and for past, present and future medical expenses, compensation for loss of property values near the Site and costs related to medical monitoring for individuals living close to the Site, in each case arising from alleged exposure to hazardous chemicals. The Company denies any wrongdoing and is defending each of the above described lawsuits. All the costs incurred relating to these lawsuits have been reimbursed by the Seller based on the Seller’s indemnification obligations entered into in connection with the Acquisition (the “1987 Indemnification Agreement”). In addition, the environmental investigation, remediation and monitoring activities undertaken by the Company relating to the Site have been reimbursed under the 1987 Indemnification Agreement. As a result, the Company does not believe that the costs associated with these lawsuits or the resolution of the related environmental matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. ​ In March 2021, a non-material customer of the Company filed a formal request for arbitration against the Company relating to a product sold to such customer that the customer alleged did not meet certain agreed upon product specifications. During the second quarter of 2022, the Company settled this matter for an immaterial amount. ​ Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ ​ ​ 26 Table of Contents ​ ​ ​ ​ ​