What changed in this filing

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Item 1. Business

2024-02-07 compared with 2023-02-08 · 72 added, 101 removed, 288 unchanged (38% of the section changed)

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The Company’s strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control.

Effective January 1, 2022, the Company aligned its businesses into three newly formed reportable business segments:

The Company aligns its businesses into three reportable business segments:

(i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems .

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

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

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

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

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

The Company has three segment managers who lead their respective reportable business segments, each reporting directly to the Company’s Chief Executive Officer.

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

A description of each of our reportable business segments is as follows:

● 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.

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● cable management products

● coaxial cable

● flexible and rigid printed circuit boards

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● temperature

In conjunction with the new alignment of our business, the Company appointed three new segment managers to lead their respective reportable business segments, each reporting directly to the Company’s Chief Executive Officer.

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

Throughout this Annual Report, the Company is reporting under the new reportable segments structure, which includes the recasting of relevant segment information for the years ended December 31, 2021 and 2020, in order to enable year-over-year segment comparisons.

For further details related to the Company’s reportable business segments, information regarding the Company’s operations and results by reportable segment, as well as the Company’s net sales and long-lived assets by geographic area, refer to Note 13 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Reportable Business Segments prior to 2022

Through December 31, 2021, the Company operated through two reporting segments:

(i) Interconnect Products and Assemblies and (ii) Cable Products and Solutions.

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

Interconnect products included connectors which, when attached to an electrical, electronic or fiber optic cable, a printed circuit board or other device, facilitate transmission of power or signals.

Value-add systems generally consisted of a system of cable, flexible circuits or printed circuit boards and connectors, antennas or sensors for linking electronic equipment.

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

COVID-19 Pandemic

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

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

During much of 2022, COVID-19 outbreaks in China resulted in local or regional government-imposed lockdowns and restrictions, which impacted the ability of several of our operations and manufacturing facilities to operate in the ordinary course.

As of December 31, 2022, there continue to be isolated COVID-19 outbreaks in certain regions of the world, particularly in China, but these outbreaks have not had a significant impact on our operations.

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

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

Risk Factors herein.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations .

The Company’s overall strategy is to provide our customers with comprehensive design capabilities, a broad selection of products and a high level of quality and service on a worldwide basis, while maintaining continuing programs of productivity improvement and cost control.

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It is having the discipline to invest in programs that have a good return, maintaining a cost structure as flexible as possible to respond to changes in the marketplace, working with suppliers and vendors in a fair but prudent way to ensure a reasonable cost for materials and services and creating a mindset where managers manage the Company’s assets as if they were their own.

This mindset was particularly important in 2021 and 2022, as supply chain challenges and inflationary pressures accelerated.

This mindset was particularly important in recent years, as supply chain challenges arose, followed by inflationary pressures and logistical challenges that persisted into 2023.

● Pursue strategic acquisitions and investments - The Company believes that the industry in which it operates is highly fragmented and continues to provide significant opportunities for strategic acquisitions.

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We seek to enhance the performance of acquired companies by leveraging Amphenol’s position with customers across our diverse end markets, our leading technologies and our access to low-cost manufacturing around the world.

In 2022, the Company invested approximately $288 million to fund two acquisitions, while in 2021, the Company invested approximately $1.5 billion (net of the proceeds received from the divestiture of MTS Systems Corporation’s (“MTS”) Test & Simulation business in December 2021) to fund seven acquisitions, including the acquisitions of MTS’s Sensors business in April 2021 and Halo Technology Limited (“Halo”) in December 2021.

In 2023, the Company invested approximately $970 million to fund 10 acquisitions, while in 2022, the Company invested approximately $288 million to fund two acquisitions.

Our acquisitions in 2023 and 2022 have strengthened our customer base and product offerings in many of our end markets and have brought a number of high-performing new management teams into the Company.

● Foster collaborative, entrepreneurial management - Amphenol’s management system is designed to provide clear income statement and balance sheet responsibility in a flat organizational structure.

Each general manager is incented to grow and develop their business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to customer needs.

Each general manager is enabled and incented to grow and develop their business and to think entrepreneurially in providing innovative, timely and cost-effective solutions to meet customer needs.

In addition, Amphenol’s general managers have access to the resources of the larger organization and are encouraged to work collaboratively with their peers throughout the Company to meet the needs of the expanding marketplace and to achieve common goals.

As the Company has grown, we have preserved this unique culture of entrepreneurship by ensuring that our executive organization can effectively drive the performance of and collaboration among our global general managers.

The alignment of the Company’s businesses into three newly formed divisions , which represent the newly formed reportable segments effective January 1, 2022, reinforces this culture and clear accountability, and enhances the scalability of the Company’s entrepreneurial organization.

The alignment of the Company’s businesses into three divisions (representing the Company’s

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

The Company sells products to customers in a diversified set of end markets.

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● passenger connectivity

● electric vehicles

● climate control

● power management

● engine management and control

● electric vehicles

● safety and security systems

● exhaust monitoring and cleaning

● engine management and control

● sensing systems

● hybrid vehicles

● exhaust monitoring and cleaning

● telematics systems

● infotainment and communications

● hybrid vehicles

● transmission systems

● infotainment and communications

Broadband Communications - Amphenol is a world leader in broadband communication products for cable, satellite and telecommunications-based video and data networks, with industry-leading engineering, design and manufacturing expertise.

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● wire bundling and cable management

Defense - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment aerospace and defense applications.

Such products require superior performance and reliability under conditions of stress and in hostile environments such as vibration, pressure, humidity, radiation and rapid and severe temperature changes.

Amphenol provides an unparalleled product breadth, from aerospace and defense specification connectors to customized high-speed board level interconnects;

from flexible to rigid printed circuit boards;

from backplane systems to completely integrated assemblies;

and from sensors to sensor-based systems.

Amphenol is a technology leader, participating in major programs from the earliest inception across each phase of the production cycle.

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

● ordnance and missile systems

● communications

● radar systems

● ground vehicles and tanks

● satellite and space programs

● homeland security

● unmanned aerial vehicles

Industrial - Amphenol is a technology leader in the design, manufacture and supply of high-performance interconnect systems, sensors and antennas for a broad range of industrial applications.

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Information Technology and Data Communications - Amphenol is a global provider of interconnect solutions to designers, manufacturers and operators of internet-enabling systems.

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

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

Whether industry standard or application-specific designs are required, Amphenol provides customers with products that enable performance at the leading edge of next-generation, high-speed, power and fiber optic technologies.

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

Sales into the IT datacom market represented approximately 19% of the Company’s net sales in 2023, with sales into the following primary end applications:

● cloud computing and data centers

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● web service providers

Military - Amphenol is a world leader in the design, manufacture and supply of high-performance interconnect systems for harsh environment military applications.

Amphenol provides an unparalleled product breadth, from military specification connectors to customized high-speed board level interconnects;

from flexible to rigid printed circuit boards;

from backplane systems to completely integrated assemblies;

and from sensors to sensor-based systems.

Amphenol is a technology leader, participating in major programs from the earliest inception across each phase of the production cycle.

Sales into the military market represented approximately 9% of the Company’s net sales in 2022, with sales into the following primary end applications:

● ordnance and missile systems

● communications

● radar systems

● ground vehicles and tanks

● satellite and space programs

● homeland security

● unmanned aerial vehicles

Mobile Devices - Amphenol designs and manufactures an extensive range of interconnect products, antennas and electromechanical components found in a wide array of mobile computing devices.

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These relationships allow the Company to better anticipate and respond to these customer needs when designing new products and new technical solutions.

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

portfolio of products.

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

In addition, the Company has concentrated its efforts on service, procurement and manufacturing improvements designed to increase product quality and performance and lower product lead-time and cost.

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Risk Factors herein.

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

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

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

The Company’s products are sold to thousands of original equipment manufacturers (or OEMs) in numerous countries throughout the world.

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

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

The Company sells its products through its own global sales force, independent representatives and a global network of electronics distributors.

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Substantially all of the Company’s manufacturing facilities operate under certification to management system standards of globally recognized, industry certification organizations.

Our facilities are primarily certified to quality management systems, primarily ISO9001, but also may include ISO13485, AS9100, and IATF16949.

Many of our facilities are certified to quality management systems, primarily ISO9001, but also may include ISO13485, AS9100, and IATF16949.

In addition, approximately half of our facilities are also certified to environmental or occupational health and safety management systems, including ISO14001 and ISO45001.

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We believe our broad and balanced geographic distribution lowers our exposure to particular geographies.

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

This was evident in recent years, as we were generally able to support our customers even if pandemic-related restrictions and other challenges were present in a particular geography.

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

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The Company evaluates and adjusts its expense levels and workforce to reflect current business conditions and attempts to maximize operating profitability as well as the return on capital investments.

This strategy has been, and continues to be, critical to the Company’s ability to mitigate supply chain constraints and a higher inflationary environment, such as those experienced in 2021 and 2022.

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

The Company sources its products on a worldwide basis.

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

The Company generally focuses its research and

development efforts primarily on those product areas that it believes have the potential for broad market applications and significant sales within a one- to three-year period.

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

The Company seeks to have its products become widely accepted within the industry for similar applications and products manufactured by other potential customers, which the Company believes will provide additional sources of future revenue.

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From time to time, the Company is involved in disputes with third parties regarding the Company’s or such third party’s intellectual property assets, particularly patents.

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

patents against us or any of our products.

For a discussion of certain risks related to the Company’s intellectual property, refer to the risk factor titled “ We may experience difficulties in enforcing our intellectual property rights, which could result in loss of market share, and we may be subject to claims of infringement of the intellectual property rights of others ” in Part I, Item 1A.

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These difficulties may also negatively impact the pricing of materials and components sourced or used by the Company.

While the Company does not currently anticipate significant, broad-based difficulties in obtaining raw materials or components necessary for production, in 2021 and 2022, there were supply chain and logistical challenges that impacted the global economy, including our Company, and caused and continue to cause supply constraints and commodity price increases on certain raw materials and components used by the Company in production, as well as decreased availability of, and increased prices for, freight and logistics, including air, sea and ground freight.

As of December 31, 2022, while some of the supply chain and logistical challenges have eased, inflation continues to impact the cost of certain raw materials and components used by the Company.

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

For a discussion of certain risks related to the availability of and dependence on raw materials and components, refer to the risk factor titled “ The Company and certain of its suppliers and customers have experienced difficulties obtaining certain raw materials and components, and the cost of most of the Company’s raw materials and components is increasing ” in Part I, Item 1A.

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

For a discussion of certain risks related to the availability of and dependence on raw materials and components, refer to the risk factor titled “ The Company and certain of its suppliers and customers have experienced difficulties obtaining certain raw materials and components, and the cost of certain of the Company’s raw materials and components is increasing ” in Part I, Item 1A.

Risk Factors herein.

Information regarding our obligations related to commitments to purchase certain goods and services is disclosed in Note 14 of the Notes to Consolidated Financial Statements.

The Company encounters competition in substantially all areas of its business.

The Company encounters competition in all areas of its business.

The Company competes primarily on the basis of technology innovation, product quality and performance, price, customer service and delivery time.

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

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

In addition, the Company competes with a large number of smaller companies who compete in specific geographies, markets or products.

For a discussion of certain risks related to competition, refer to the risk factor titled “ The Company encounters competition in substantially all areas of our business ” in Part I, Item 1A.

For a discussion of certain risks related to competition, refer to the risk factor titled “ The Company encounters competition in all areas of our business ” in Part I, Item 1A.

Risk Factors herein.

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It is expected that nearly all of the Company’s backlog will be filled within the next 12 months.

Significant elements of the Company’s business, such as sales to the communications-related markets (including wireless communications, information technology and data communications and broadband communications) and sales to distributors, generally have short lead times.

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

Therefore, backlog may not be indicative of future demand.

Generally, the Company does not experience significant seasonality in its business, although historically, the strongest quarters have typically been the last two quarters of our fiscal year .

Cybersecurity

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

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

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

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

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

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

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

In addition, the Company maintains standard cybersecurity insurance.

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

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

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

Risk Factors herein.

Environmental Matt ers

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For more information on certain environmental matters, refer to Note 14 of the Notes to Consolidated Financial Statements.

For a discussion of certain risks related to environmental matters, refer to the risk factor titled “ The Company is subject to environmental laws and regulations that could adversely affect our business ” in Part I, Item 1A.

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

the risk factor titled “ The Company is subject to environmental laws and regulations that could adversely affect our business ” in Part I, Item 1A.

Risk Factors herein.

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export control laws and regulations, and may be exported only with the required export license or through an export license exception.

The issuances of such licenses, in particular within the military market, are subject to complex laws and regulations that could change frequently and with limited notice, depending on the jurisdiction, geopolitical events or other factors.

The issuances of such licenses, in particular within the defense market, are subject to complex laws and regulations that could change frequently and with limited notice, depending on the jurisdiction, geopolitical events or other factors.

The Company has systems in place to apply for licenses and to maintain compliance with any such regulations.

Separately, we are required to comply with certain U.S.

economic sanctions and trade embargoes.

For a discussion of certain risks related to government regulation, including export and import controls and sanctions, refer to the risk factors titled “ The Company must comply with complex U.S.

economic sanctions and trade embargoes, as well as the terms of any preferential duty and/or tariff programs in which we participate.

For a discussion of certain risks related to government regulation, including export and import controls and sanctions, refer to the risk factors titled “ The Company is exposed to political, economic, military and other risks related to operating in countries outside the United States, and changes in general economic conditions, geopolitical conditions, U.S.

trade policies and other factors beyond the Company’s control may adversely impact its business and operating results ,” “ The Company must comply with complex U.S.

governmental export and import controls as well as economic sanctions and trade embargoes ,” “ Our business and financial results may be adversely affected by government contracting risks ,” and “ Our international operations require us to comply with anti-corruption laws and regulations of the U.S.

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Environmental, Social and Corporate Governance

At Amphenol, we believe that making sustainable business choices, building strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our Company.

Whether through minimizing our and our partners’ environmental footprint, following humane labor practices, supporting the development and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol.

Throughout Amphenol, we have a shared commitment to create innovative products and enable technologies that improve the lives of people around the world, to support the well-being of our employees and communities and to sustain the health of our planet.

We have a shared commitment to create innovative products and enable technologies that improve the lives of people around the world, to support the well-being of our employees and communities and to sustain the health of our planet.

We believe that long-term value for our Company is created through making sustainable business choices, building strong relationships with our stakeholders and engaging in good corporate governance.

Whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol .

Sustainability Report

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The Sustainability Report discusses our approach and progress on the environmental, social and governance (“ESG”) issues most significant to our business, including ESG-related strategies, programs, goals and metrics that demonstrate our commitment to our stakeholders.

The Sustainability Report is designed to inform and engage the Company’s broad range of ESG stakeholders, such as employees, suppliers, customers, governments, community members and investors, among others.

Our 2021 Sustainability Report was prepared with reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified as material under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.

The SASB standard and GRI and TCFD frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S.

The Sustainability Report is designed to inform and engage the Company’s broad range of stakeholders, such as employees, suppliers, customers, community members and investors, among others.

Our 2022 Sustainability Report was prepared with reference to the Global Reporting Initiative (“GRI”) Standards framework and topics identified under the Sustainability Accounting Standards Board (“SASB”) standards and outlines board and executive-level oversight of climate-related risks and opportunities identified in the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations.

The SASB standards and GRI and TCFD frameworks encourage companies to disclose climate-related topics that are important to certain interested stakeholders, even if not material for purposes of the U.S.

securities laws.

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Our 2022 Sustainability Report is available on our website at https://amphenol.com/sustainability .

The items discussed in our 2021 Sustainability Report have not required material capital expenditures or operating expenses, nor caused significant operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.

Risk Factors within the risk factors titled “ The Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming ,” “ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change ,” and “ Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business ”.

Information included in our 2021 Sustainability Report is not incorporated by reference in, and does not form part of, this Annual Report.

The items discussed in our 2022 Sustainability Report have not required material capital expenditures or operating expenses, nor caused material operational challenges or risks to the Company’s business or results of operations beyond those items disclosed in Item 1A.

Risk Factors within the risk factors titled “ The

Company may be negatively impacted by extreme weather conditions and natural catastrophic events, including those caused or intensified by climate change and global warming ,” “ The Company is subject to, and may continue to be subject to, incremental costs, risks and regulations associated with efforts to combat the negative effects of climate change ,” and “ Increasing scrutiny and expectations regarding ESG matters could result in additional costs or risks or otherwise adversely impact our business ”.

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

Our 2023 Sustainability Report is expected to be released during the second quarter of 2024.

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One of the key components of our business strategy is the fostering of a collaborative and entrepreneurial management culture.

Each of our general managers operates in a flat organizational structure and is incented to grow and develop their business, with the support of the resources of the larger organization.

Each of our general managers operates in a flat organizational structure and is enabled and incented to grow and develop their business, with the support of the resources of the larger organization.

We believe this structure, with approximately 130 general managers running unique, independent businesses, creates an environment and culture where each of our general managers has a more direct link to the success of their individual businesses and a more personal connection to the employees they oversee and the communities in which they operate.

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The Company believes that it has a good relationship with both its unionized and non-unionized employees.

Governance and Culture – Our Board is actively involved in overseeing the Company’s employee-related strategies and practices as well as the Company’s culture and ESG initiatives.

Governance and Culture – Our Board of Directors (the “Board”) is actively involved in overseeing the Company’s employee-related strategies and practices as well as the Company’s culture and ESG initiatives.

This oversight is conducted both directly and through certain of the Board’s committees.

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A key hallmark of our structure is our entrepreneurial culture that creates clear accountability for each of our general managers, who are our key business leaders.

Our core management team is comprised of these general managers and their controllers, as well as our executive management team.

Our core management team is comprised of these general managers and their controllers, as well as our group general managers and executive management team.

Women represented 26% of this core management team at the end of 2023.

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Community and Social Impact – Amphenol recognizes that we have a responsibility to be a positive influence in the communities in which we operate around the world.

Most of our community outreach is organized by our local management teams, which helps ensure that our efforts are working in support of the local communities in which our employees live and work.

Most of our community outreach is organized by our local management teams, which helps ensure that our efforts are working in support of the local communities in which our

employees live and work.

Our local teams are actively supporting their communities in a variety of ways including:

school supply drives, local blood drives, mentoring of at-risk students, community clean-up events, local tree planting, holiday-giving events and food delivery services.

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

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business