What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-07 compared with 2023-02-08 · 249 added, 258 removed, 1106 unchanged (31% of the section changed)

66 unchanged sentences

Interest expense

Gain on bargain purchase acquisition

Other income (expense), net

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Net income before allocation to noncontrolling interests

Total other comprehensive (loss) income, net of tax:

Total other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

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Pension and postretirement benefit plan adjustment

Total other comprehensive (loss) income, net of tax

Total other comprehensive income (loss), net of tax

Total comprehensive income

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Other long-term assets

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Current Liabilities:

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Commitments and contingent liabilities (Note 14)

Redeemable noncontrolling interest

Redeemable noncontrolling interests

Class A Common Stock, $ 0.001 par value, 2,000.0 shares authorized;

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Noncontrolling interests

Total Liabilities, Redeemable Noncontrolling Interest and Equity

Total Liabilities, Redeemable Noncontrolling Interests and Equity

See accompanying notes to consolidated financial statements.

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Balance as of January 1, 2021

Cumulative effect of adoption of credit loss standard (ASU 2016-13)

Other comprehensive income (loss)

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Other comprehensive income (loss)

Acquisitions resulting in noncontrolling interests

Purchase of noncontrolling interest

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Other comprehensive income (loss)

Purchase of noncontrolling interest

Acquisitions resulting in noncontrolling interests

Distributions to shareholders of noncontrolling interests

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Balance as of December 31, 2023

(1) Excludes redeemable noncontrolling interest.

(1) Excludes redeemable noncontrolling interests.

See accompanying notes to consolidated financial statements.

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Stock-based compensation expense

Deferred income tax (benefit) provision

Deferred income tax benefit

Gain on bargain purchase acquisition

Net change in operating assets and liabilities, excluding effects of acquisitions:

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Repayments of senior notes and other long-term debt

Borrowings under credit facilities

Repayments under credit facilities

Proceeds from short-term borrowings

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Payment of costs related to debt financing

Payment of acquisition-related contingent consideration

Payment of deferred purchase price related to acquisitions

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The Company sells its products to customers worldwide.

Effective January 1, 2022, the Company aligned its businesses into the following three newly formed 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.

This new alignment replaced our historic reportable business segments.

The 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 on Form 10-K (the “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.

Refer to Note 13 herein for further details related to the Company’s change in its reportable business segments effective January 1, 2022.

Prior to 2022 and through December 31, 2021, the Company operated through two reportable business segments:

• Interconnect Products and Assemblies – 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.

• Cable Products and Solutions – 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.

The Company aligns its businesses into the following three 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, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

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

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

All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments.

Refer to Note 13 herein for further details related to the Company’s reportable business segments.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

GAAP” or “GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s management evaluates these significant estimates and assumptions that affect the consolidated financial statements and related disclosures.

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Intercompany account balances and transactions have been eliminated in consolidation.

The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.

The results of companies acquired are included in the Consolidated Financial Statements from the

effective date of acquisition.

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

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Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less.

The carrying amounts approximate fair values of those instruments, the vast majority of which are in non-U.S.

The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S.

bank accounts.

Short-term and Long-term Investments

Short-term investments consist primarily of certificates of deposit with original or remaining maturities of twelve months or less.

Long-term investments consist primarily of certificates of deposit with original and remaining maturities of more than twelve months.

Short-term investments primarily consist of certificates of deposit with original or remaining maturities of twelve months or less.

Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than twelve months.

The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S.

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The Company’s real estate leases, which are comprised primarily of manufacturing facilities, warehouses and sales offices, represent the vast majority of our operating lease liabilities and generally have a lease term between 2 and 12 years .

The remaining leases consist primarily of machinery and equipment used in production, office equipment and vehicles, each with various lease terms.

The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability.

The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms.

The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real

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

Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components).

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Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations.

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

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

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

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The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization.

In conjunction with the new reporting segment structure, we determined that the Company’s reporting units are the three new reportable business segments.

The Company continues to define its reporting units as the three reportable business segments.

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

In 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021 and 2020, the Company performed its annual assessment on the historic two reporting units that were then in effect.

In the third quarter of 2022 and 2021, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

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

In the third quarter of 2023 and 2022, as part of its annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

As part of these assessments, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit.

In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount.

As of July 1, 2022 and 2021, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required.

As a result, no goodwill impairment resulted from the assessment as of July 1, 2022 and 2021.

The Company has no t recognized any goodwill impairment in 2022, 2021 or 2020 in connection with our annual impairment assessments.

As of July 1, 2023 and 2022, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a

quantitative assessment was not required.

As a result, no goodwill impairment resulted from the assessments as of July 1, 2023 and 2022.

The Company has no t recognized any goodwill impairment in 2023, 2022 or 2021 in connection with its annual impairment assessments.

Refer to Note 12 herein for further details related to the carrying amount of goodwill by segment.

Intangible Assets

Intangible assets consist primarily of customer relationships, proprietary technology and license agreements and are generally amortized over the estimated periods of benefit.

Other than goodwill, intangible assets primarily consist of customer relationships, proprietary technology, acquired backlog and license agreements and are generally amortized over the estimated periods of benefit.

The fair value associated with acquired identifiable intangible assets are generally valued based on discounted cash flow analyses, independent appraisals and certain estimates made by management.

The Company assesses and reviews its identifiable intangible assets, other than goodwill and including identifiable intangible assets subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable.

The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable.

Factors the Company considers important, which could trigger an impairment review, include significant changes in the manner of the use of the asset, changes in historical trends in operating performance, significant changes in projected operating performance, anticipated future cash flows and significant negative economic trends.

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In the third quarter of 2023, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets.

Based on our assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts.

There has been no impairment associated with our intangible assets in 2022, 2021 or 2020 as a result of such reviews.

Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts.

There has been no impairment associated with the Company’s intangible assets in 2023, 2022 or 2021 as a result of such reviews.

The Company accounts for acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.

The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill.

The purchase price of acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed based on estimated fair values, and any excess purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill.

Any subsequent adjustments to the purchase price allocation prior to the completion of the measurement period will be reflected as an adjustment to goodwill in the period in which the adjustments are identified.

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

Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested;

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 Consolidated Financial Statements.

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Revenue Recognition

The Company’s net sales in the Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020 are presented under Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (collectively with its related subsequent amendments, “Topic 606”).

The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services.

The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms.

A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date.

A nominal portion of our contracts have revenue recognized over time as

control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date.

Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.

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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 December 31, 2022 and 2021.

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 December 31, 2023 and 2022.

Sales to Distributors and Resellers

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Capitalized contract costs to obtain a contract or to fulfill a contract that are not accounted for under other existing accounting standards are recorded as either other current or long-term assets on the accompanying Consolidated Balance Sheets, depending on the timing of when the Company expects to recognize the expense, and are generally amortized consistent with the timing of when transfer of control of the related goods occurs.

Such capitalized contract costs were

not material as of December 31, 2022 and 2021, and the related amortization expense was not material for the years ended December 31, 2022, 2021 and 2020.

Such capitalized contract costs were not material as of December 31, 2023 and 2022, and the related amortization expense was not material for the years ended December 31, 2023, 2022 and 2021.

Retirement Pension Plans

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Stock-Based Compensation

The Company accounts for its stock option and restricted share awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest.

The Company accounts for its stock option, restricted share and phantom stock awards based on the fair value of the award at the date of grant and recognizes compensation expense over the service period that the awards are expected to vest.

The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award.

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Assets and liabilities of such subsidiaries have been translated into U.S.

current exchange rates and related revenues and expenses have been translated at weighted average exchange rates.

dollars at current exchange rates and related revenues and expenses have been translated at weighted average exchange rates.

The aggregate effect of translation adjustments is included as a component of Accumulated other comprehensive income (loss) within equity.

Transaction gains and losses related to operating assets and liabilities are included in Cost of sales.

Transaction gains and losses related to operating assets and liabilities are included in Cost of sales in the accompanying Consolidated Statements of Income.

Research and Development

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

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interests

The Company reports noncontrolling interests in the mezzanine (“temporary equity”) section, between liabilities and equity, of the Consolidated Balance Sheets, to the extent that such noncontrolling interests have redemption features, such as a put option, that is redeemable at a fixed or determinable price on a fixed or determinable date at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company.

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The redemption value is generally calculated based on a multiple of earnings.

Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are

recognized in Additional paid-in capital in the Consolidated Balance Sheets.

Refer to Note 5 herein for further details related to the redeemable noncontrolling interest.

Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets.

Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.

Derivative Financial Instruments

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Cash Flow Hedges

The Company periodically utilizes derivative financial instruments in the management of interest rate and foreign currency exposures.

From time to time, the Company utilizes derivative financial instruments in the management of interest rate and foreign currency exposures.

Such cash flow hedges include foreign exchange forward contracts to hedge exposure to foreign currency exchange rate fluctuations for certain transactions denominated in foreign currencies.

As of December 31, 2022 and 2021, the aggregate notional value of our outstanding cash flow hedge contracts was approximately nil and $ 20 , respectively.

As of December 31, 2023 and 2022, there were no outstanding cash flow hedge contracts.

Gains and losses on derivatives designated as cash flow hedges resulting from changes in fair value are recorded in Accumulated other comprehensive income (loss), and subsequently reflected in Cost of sales in the Consolidated Statements of Income in a manner that matches the timing of the actual income or expense of such instruments with that of the hedged transaction.

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due to potential changes in foreign currency exchange rates.

As a result, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States.

As of December 31, 2022 and 2021, the aggregate notional value of our outstanding net investment hedge contracts was $ 75 and $ 250 , respectively.

As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States.

As of December 31, 2023, there were no outstanding net investment hedge contracts.

As of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil and $ 75 , respectively.

For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.

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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 has completed its evaluation of ASU 2021-08, which we adopted on January 1, 2023, and its impact on our financial condition, results of operations or cash flows will be dependent upon the nature of any future business combinations.

The United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), previously announced 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.

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 response, the FASB has since issued various guidance to help facilitate the transition away from LIBOR, including, among other things, optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform.

Effective November 30, 2021, the Company’s Revolving Credit Facility (as defined in Note 4 herein) no longer references LIBOR for interest rate determinations.

Since the Company does not currently have nor does it expect to have any more reliance on borrowings or any other financial instruments tied to LIBOR, the LIBOR transition will not have a material impact on our financial condition, results of operations or cash flows.

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 and its amendments were 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.

The Company adopted ASU 2021-08 on January 1, 2023.

ASU 2021-08 did not have a material impact on our acquisitions during 2023, and its impact on our financial condition, results of operations or cash flows going forward will be dependent upon the nature of any future business combinations.

In September 2022, the FASB issued ASU No.

2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services.

Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring

entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services.

The intent of ASU 2022-04 is to enhance transparency of these programs by requiring entities to disclose (i) the key terms of the program(s), including the payment terms and assets pledged as security or other forms of guarantees, (ii) the amount of obligations outstanding at the end of the reporting period and a description of where those obligations are presented on the balance sheet, and (iii) annual rollforward information of the activity of such obligations during the reporting period.

ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.

ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which will be effective for fiscal years beginning after December 15, 2023.

Disclosure requirements under ASU 2022-04 must be applied retrospectively covering each period for which a balance sheet is presented, with the exception of the rollforward information which shall be applied prospectively.

The Company has completed its evaluation of ASU 2022-04, which is not expected to have a material impact on our consolidated financial statements upon its adoption in the first quarter of 2023.

The Company completed its evaluation of ASU 2022-04, which did not have a material impact on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280.

The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses, by requiring entities to disclose on an annual and interim basis:

(i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

Furthermore, entities will be required to:

(i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay.

Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects.

ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the potential impact of ASU 2023-09 on its consolidated financial statements and disclosures.

Note 2—Inventories

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November 2026

Commercial Paper Program (less unamortized discount of $ 1.0 and nil at December 31, 2022 and 2021, respectively)

Commercial Paper Program (less unamortized discount of nil and $ 1.0 at December 31, 2023 and 2022, respectively)

November 2026

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Term Loan Credit Facility

3.20 % Senior Notes (less unamortized discount of $ 0.1 and $ 0.1 at December 31, 2022 and 2021, respectively)

3.20 % Senior Notes (less unamortized discount of nil and $ 0.1 at December 31, 2023 and 2022, respectively)

2.050 % Senior Notes (less unamortized discount of $ 0.2 and $ 0.3 at December 31, 2023 and 2022, respectively)

4.750 % Senior Notes (less unamortized discount of $ 0.9 at December 31, 2023)

0.750 % Euro Senior Notes (less unamortized discount of $ 0.9 and $ 1.3 at December 31, 2023 and 2022, respectively)

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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 Company has an amended and restated $ 2,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”).

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.

dollar borrowings are either the base rate or the adjusted term Secured

Overnight Financing Rate (“SOFR”).

The Company may utilize the Revolving Credit Facility for general corporate purposes.

As of December 31, 2022 and

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).

As of December 31, 2023 and 2022, 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, primarily due 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 Consolidated Balance Sheets.

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The 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.

If drawn upon, the proceeds from the Term Loan are expected to be used for general corporate purposes.

Interest rates under the 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).

The carrying value of any borrowings under the Term Loan would approximate their fair value, primarily due to its market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5).

As of December 31, 2023, the Company had not yet drawn upon the Term Loan, and as such, there were no outstanding borrowings under the Term Loan.

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The Company utilizes borrowings under the U.S.

Commercial Paper Program for general corporate purposes, which in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes, such as (i) the third quarter 2021 redemption of its unsecured 3.125 % Senior Notes (the “2021 Senior Notes”) due September 15, 2021, of which $ 227.7 aggregate principal amount was then outstanding and (ii) the fourth quarter 2021 redemption of its unsecured 4.00 % Senior Notes (the “2022 Senior Notes”) due February 1, 2022, of which $ 295.0 aggregate principal amount was then outstanding.

As of December 31, 2022, the amount of USCP Notes outstanding was $ 632.8 , with a weighted average interest rate of 4.69 % .

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions as discussed in Note 11 herein, as well as repaying certain outstanding senior notes as was the case in 2021 with (i) the third quarter 2021 redemption of its unsecured 3.125 % Senior Notes (the “2021 Senior Notes”), of which $ 227.7 aggregate principal amount was then outstanding, and (ii) the fourth quarter 2021 redemption of its unsecured 4.00 % Senior Notes (the “2022 Senior Notes”), of which $ 295.0 aggregate principal amount was then outstanding.

As of December 31, 2022, the amount of USCP Notes outstanding was $ 632.8 , with a weighted average interest rate of 4.69 % .

In the first quarter of 2023, the Company used net proceeds from the 2026 Senior Notes (as defined below) to repay certain outstanding borrowings under the U.S.

Commercial Paper Program.

The Company borrowed under the U.S.

Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes.

During the fourth quarter of 2023, the Company repaid all of its USCP Notes then outstanding, and, as of December 31, 2023, there were no USCP Notes outstanding.

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.

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The maximum aggregate principal amount outstanding of ECP Notes at any time is $ 2,000.0 .

As of December 31, 2022 and 2021, there were no ECP Notes outstanding under the Euro Commercial Paper Program.

The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions.

In the first quarter of 2023, the Company used borrowings under its Euro Commercial Paper Program, along with cash on hand, to fund an acquisition.

These borrowings under the Euro Commercial Paper Program were repaid in their entirety by the end of the first quarter of 2023.

As of December 31, 2023 and 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.

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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 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).

Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes.

Any outstanding Commercial Paper is classified as long-term debt in the accompanying 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, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

On March 30, 2023, the Company issued $ 350.0 principal amount of unsecured 4.750 % Senior Notes due March 30, 2026 at 99.658 % of face value (the “2026 Senior Notes”).

The 2026 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 2026 Senior Notes is payable semiannually on March 30 and September 30 of each year, commencing on September 30, 2023.

The Company may redeem, from time to time at its option, some or all of the 2026 Senior Notes at a 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, plus a make-whole premium.

The Company used the net proceeds from the 2026 Senior Notes to repay certain outstanding borrowings under the U.S.

Commercial Paper Program.

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”).

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Commercial Paper Program.

On February 20, 2020, the Company issued $ 400.0 principal amount of unsecured 2.050 % Senior Notes due March 1, 2025 at 99.829 % of face value (the “2025 Senior Notes”).

The 2025 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 2025 Senior Notes is payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2020.

Prior to February 1, 2025, the Company may, at its option, redeem some or all of the 2025 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 February 1, 2025, the Company may, at its option, redeem some or all of the 2025 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.

On April 1, 2020, the Company used the net proceeds from the 2025 Senior Notes, together with cash on hand, to repay the $ 400.0 outstanding principal amount of unsecured 2.20 % Senior Notes due April 1, 2020 upon maturity.

All of the Company’s outstanding senior notes in the United States (the “U.S.

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The Euro Issuer has two outstanding unsecured senior notes issued in Europe.

In 2020, the Euro Issuer issued € 500.0 (approximately $ 545.4 at date of issuance) principal amount of unsecured 0.750 % Senior Notes due May 4, 2026 at 99.563 % of face value (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.

The Euro Issuer also has € 500.0 (approximately $ 574.6 at date of issuance) principal amount of unsecured 2.000 % Senior Notes due October 8, 2028 at 99.498 % of face value (the “2028 Euro Notes” or the “ 2.000 % Euro Senior Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and collectively with the 2026 Euro Notes and the U.S.

The Euro Issuer has € 500.0 (approximately $ 545.4 at date of issuance) principal amount of unsecured 0.750 % Senior Notes due May 4, 2026 at 99.563 % of face value (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.

Senior Notes, the “Senior Notes”), the net proceeds of which were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.

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Interest on the 2026 Euro Notes and 2028 Euro Notes is payable annually on May 4 and October 8 of each year, respectively.

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 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.

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

The maturity of the Company’s debt (exclusive of unamortized deferred debt issuance costs as of December 31, 2023) over each of the next five years ending December 31 and thereafter, is as follows:

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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.

The vast majority of long-term investments have original maturities of two years .

The carrying amounts of these short-term and long-term instruments, the vast majority of which are in non-U.S.

The vast majority of the Company’s existing long-term investments have original maturities of two years .

The carrying amounts of these short- 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.

The impact of the credit risk related to these derivative financial assets is immaterial.

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.

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Forward contracts

Redeemable noncontrolling interest

Redeemable noncontrolling interests

Short-term investments

Long-term investments

Forward contracts

Redeemable noncontrolling interest

Redeemable noncontrolling interests

The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures.

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dollar equivalent of the net investments in certain foreign subsidiaries.

As of December 31, 2023, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

As of December 31, 2023, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

As of December 31, 2022, the fair value of such foreign exchange forward contracts in the table above consisted primarily of (i) one outstanding foreign exchange forward contract accounted for as a net investment hedge and (ii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

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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 December 31, 2022 and 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 fully exercised or 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 noncontrolling interest 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 Consolidated Balance Sheets as of December 31, 2022 and 2021.

A rollforward of the Redeemable noncontrolling interest for the years ended December 31, 2022 and 2021 is included in the accompanying Consolidated Statements of Changes in Equity.

The redeemable noncontrolling interests recorded on the accompanying Consolidated Balance Sheets relate to recent acquisitions, which, based on the terms of the respective acquisition agreements, will remain in temporary equity until the applicable put option is either fully exercised or expires.

The redemption value of the redeemable noncontrolling interests is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable noncontrolling interests currently outstanding, approximate fair value.

As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interests on the Consolidated Balance Sheets as of December 31, 2023 and 2022.

A rollforward of the Redeemable noncontrolling interests for the years ended December 31, 2023, 2022 and 2021 is included in the accompanying Consolidated Statements of Changes in Equity.

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.

For further discussion and related policies regarding the Company’s short- and long-term investments, derivative financial instruments, and redeemable noncontrolling interest, refer to Note 1 herein.

Note 6—Income Taxes

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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.

In the second quarter of 2022, the Company paid its fifth annual installment of the Transition Tax, net of applicable tax credits and deductions.

In the second quarter of 2023, the Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions.

The Company 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.

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federal tax loss carryforwards, of which $ 5.2 , $ 101.7 and $ 9.1 , respectively, will either expire or be refunded at various dates through 2043 and the balance can be carried forward indefinitely.

At December 31, 2022, the Company had $ 0.3 of foreign tax credit carryforwards, $ 17.8 of U.S.

At December 31, 2023, the Company had $ 17.6 of U.S.

state tax credit carryforwards and $ 2.3 of U.S.

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state tax credits.

The valuation allowance for deferred tax assets decreased by $ 2.7 in 2022, which was primarily driven by foreign currency exchange.

The valuation allowance for deferred tax assets increased by $ 4.4 in 2023, which was primarily driven by U.S.

state and foreign net operating loss carryforwards.

The valuation allowance for deferred tax assets decreased by $ 2.7 in 2022, which was primarily driven by foreign currency exchange.

Differences between the U.S.

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Operating lease liabilities

Operating loss and tax credit carryforwards

Operating loss, interest, and tax credit carryforwards

Employee benefits

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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 $ 18.5 .

Based on information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 35.4 .

Inflation Reduction Act of 2022

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

The impact of these provisions, which became effective for Amphenol beginning on January 1, 2023, is dependent on several factors, including interpretive regulatory guidance, which has not yet been released.

The Company has reviewed and assessed the provisions of the IRA, including several other non-tax related provisions, and the Company does not currently believe that the IRA will have a material impact on its financial condition, results of operations, liquidity and cash flows.

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023.

While the full impact of these provisions in the future depends on several factors, including interpretive regulatory guidance, which has not yet been released, the Company does not currently believe that the provisions of the IRA, including several other non-tax related provisions, will have a material impact on its financial condition, results of operations, liquidity and cash flows.

Note 7—Equity

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The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021.

As of December 31, 2022, there were 36,808,063 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”).

As of December 31, 2023, there were 31,280,607 shares of Class A Common Stock (“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 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 2021, 2022 and 2023 was as follows:

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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.

Use of a valuation model for option grants requires management to make certain assumptions with respect to selected

model inputs.

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.

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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 December 31, 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.

The 2012 Directors Restricted Stock Plan expired on May 22, 2022.

The 2012 Directors Restricted Stock Plan was administered by the Board.

Grants under the 2012 Directors Restricted Stock Plan entitled the holder to receive shares of the Company’s Common Stock without payment.

Restricted shares granted under the 2012 Directors Restricted Stock Plan vested 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.

On May 17, 2023, 21,312 shares of restricted stock previously granted to non-employee directors vested in accordance with their terms.

As of December 31, 2023, no additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional shares of restricted stock will be granted thereunder.

Restricted share activity for 2021, 2022 and 2023 was as follows:

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The total fair value of restricted share awards that vested during 2023, 2022, and 2021 was $ 1.4 , $ 1.4 and $ 1.2 , respectively.

As of December 31, 2022, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.5 (with a weighted average expected amortization period of 0.37 years).

On January 27, 2021, the Company announced that its Board approved a two -for-one split of the Company’s Class A Common Stock (“Common Stock”).

The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on February 16, 2021, whereas stockholders received one additional share of Common Stock for each share held as of the record date.

The additional shares were distributed on March 4, 2021, and the Company’s Common Stock began trading on a split-adjusted basis on March 5, 2021.

Consistent with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, all current and prior year data presented in the accompanying Consolidated Financial Statements and notes thereto, including but not limited to, number of shares and per share information, stock-based compensation data including stock options and restricted shares and related per share data, basic and diluted earnings per share, and dividends per share amounts, reflect the effect of the stock split.

Authorized Shares for Issuance:

While the stock split did not change the number of authorized common shares of the Company, on May 19, 2021, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, which increased the total number of shares of Common Stock that the Company is authorized to issue to 2 billion shares, an increase of 1 billion shares from the amount previously authorized.

The amendment was filed and became effective on May 21, 2021.

Phantom Stock

On June 5, 2023, the Company granted 2,375 shares of phantom stock to each then-current non-employee director ( 19,000 shares in the aggregate), which will vest and, pursuant to written elections made by each non-employee director, convert into unrestricted shares of the Company’s Common Stock on the earlier of May 19, 2024 or the day immediately prior to the date of the 2024 annual meeting of the Company’s stockholders.

As of December 31, 2023, the total compensation cost related to non-vested shares of phantom stock not yet recognized was approximately $ 0.5 (with a weighted average expected amortization period of 0.37 years).

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 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 year ended December 31, 2022, the Company repurchased 9.9 million shares of its Common Stock for $ 730.5 under the 2021 Stock Repurchase Program.

Of the total repurchases made in 2022 under the 2021 Stock Repurchase Program, 9.3 million shares, or $ 689.7 , have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $ 457.9 under the 2021 Stock Repurchase Program.

Of the total repurchases made in 2021 under the 2021 Stock Repurchase Program, 5.8 million shares, or $ 424.9 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

From January 1, 2023 through January 31, 2023, the Company repurchased 0.6 million additional shares of its Common Stock for $ 48.8 , and, as of February 1, 2023, the Company has remaining authorization to purchase up to $ 762.8 of its Common Stock under the 2021 Stock Repurchase Program.

The price and timing of any future purchases will depend on a number of factors, such as levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

On April 24, 2018, the Board authorized a stock repurchase program under which the Company could purchase up to $ 2,000.0 of 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 year ended December 31, 2023, the Company repurchased 7.2 million shares of its Common Stock for $ 585.1 , of which 5.5 million shares, or $ 435.8 , have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2022, the Company repurchased 9.9 million shares of its Common Stock for $ 730.5 , of which 9.3 million shares, or $ 689.7 , have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $ 457.9 under the 2021 Stock Repurchase Program, of which 5.8 million shares, or $ 424.9 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

From January 1, 2024 through January 31, 2024, the Company did no t repurchase any additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $ 226.5 of its Common Stock under the 2021 Stock Repurchase Program.

The timing and amount of any future purchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

During the year ended December 31, 2021, the Company repurchased 3.1 million shares of its Common Stock for $ 203.8 under the 2018 Stock Repurchase Program.

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Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 2.8 million shares, or $ 184.0 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2020, the Company repurchased 12.0 million shares of its Common Stock for $ 641.3 under the 2018 Stock Repurchase Program.

Of the total repurchases made in 2020, 9.3 million shares, or $ 487.4 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.

On October 26, 2021, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.145 per share to $ 0.20 per share, effective with dividends declared in the fourth quarter of 2021, and on October 25, 2022, approved an additional increase to the Company’s quarterly dividend rate from $ 0.20 per share to $ 0.21 per share, effective with dividends declared in the fourth quarter of 2022, contingent upon declaration by the Board.

The following table summarizes the quarterly declared dividends per share for each of the three years ended December 31, 2022, 2021 and 2020:

On October 25, 2022, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.20 per share to $ 0.21 per share, effective with dividends declared in the fourth quarter of 2022, and on October 24, 2023, the Board approved an additional increase to the Company’s quarterly dividend rate from $ 0.21 per share to $ 0.22 per share, effective with dividends declared in the fourth quarter of 2023, contingent upon declaration by the Board.

The following table summarizes the declared quarterly dividends per share for each of the three years ended December 31, 2023, 2022 and 2021:

First Quarter

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Balance at December 31, 2023

For the years ended December 31, 2022, 2021 and 2020, as it relates to the Company’s cash flow hedges, which is comprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive (loss) income associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Consolidated Statements of Income, were not material.

For the years ended December 31, 2023, 2022 and 2021, as it relates to the Company’s cash flow hedges, which is comprised of foreign exchange forward contracts, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Consolidated Statements of Income, were not material.

There were no reclassifications associated with our net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above.

While there were no outstanding cash flow hedges as of December 31, 2022, any amounts included in Accumulated other comprehensive loss associated with cash flow hedges are generally reclassified into earnings within the following twelve months.

While there were no outstanding cash flow hedges as of December 31, 2023, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally reclassified into earnings within the following twelve months.

The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans.

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Plans and are instead covered by various defined contribution plans.

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension which cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation.

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension that cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation.

Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S.

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Plan amendments

Actuarial gain

Foreign exchange translation

Actuarial loss (gain)

Foreign exchange translation and other

Benefits paid

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Employer contributions

Foreign exchange translation

Foreign exchange translation and other

Benefits paid

Fair value of plan assets at end of year

(Under) over funded status at end of year

Over (under) funded status at end of year

Amounts recognized on the balance sheet as of December 31:

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Accrued pension and postretirement benefit obligations

(Under) over funded status at end of year

Over (under) funded status at end of year

Accumulated other comprehensive loss, net

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Rate of compensation increase

The projected benefit obligations decreased in 2022 primarily due to actuarial gains, resulting from the impact of higher discount rates on our projected benefit obligation, along with foreign exchange translation and benefits paid during the year.

The projected benefit obligation decreased in 2021 primarily due to both actuarial gains, resulting from the impact of higher discount rates on our projected benefit obligation, and benefits paid during the year.

The projected benefit obligation decreased slightly in 2023 compared to 2022, primarily due to benefits paid during the year, which were largely offset by interest cost.

The projected benefit obligation decreased in 2022, primarily due to actuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, along with foreign exchange translation and benefits paid during the year.

The accumulated benefit obligation for the Company’s defined benefit pension plans was $ 557.0 and $ 560.1 at December 31, 2023 and 2022, respectively.

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Amortization of actuarial losses

Net pension expense

Net pension (income) expense

Weighted average assumptions used to determine net periodic benefit cost:

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Plans on this basis was 4.97 % and 5.18 % at December 31, 2023 and 2022, respectively.

The increase in the discount rate for the U.S.

Plans resulted in a decrease in the benefit obligation of approximately $ 107 at December 31, 2022.

The decrease in the discount rate for the U.S.

Plans resulted in an increase in the benefit obligation of approximately $ 7 at December 31, 2023.

The weighted average discount rate for the Foreign Plans was 3.72 % and 4.20 % at December 31, 2023 and 2022, respectively.

The decrease in the benefit obligation associated with our Foreign Plans at December 31, 2022 was primarily driven by the increase in the discount rate, along with foreign currency translation.

The Company calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations.

The decrease in the discount rate for the Foreign Plans did not have a material effect on the benefit obligation at December 31, 2023 .

T he Company calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations.

The mortality assumptions used by the Company reflect commonly used mortality tables and improvement scales for each plan and increased life expectancies for plan participants.

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In an effort to reduce the funding status volatility of the Plans, the target asset allocations for the U.S.

Plans were 25 % equities and 75 % fixed income as of December 31, 2022 and 2021.

The Company expects to maintain these target asset allocations for the U.S.

Plans were 15 % equities and 85 % fixed income as of December 31, 2023, and the Company expects to maintain these target asset allocations for the U.S.

Plans for 2024.

The target asset allocations for the U.S.

Plans were 25 % equities and 75 % fixed income as of December 31, 2022.

Short-term strategic ranges for investments will continue to be established within these new long-term target percentages.

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Plans, the Company relies primarily on projected long-term asset returns by asset class prepared annually by our investment consultants.

During 2022, the expected long-term rate of return on the U.S.

For 2023, the expected long-term rate of return on the U.S.

Plans’ assets was based on an asset allocation assumption of approximately 25 % with equity managers (with an expected long-term rate of return of approximately 6.0 %) and 75 % with fixed income managers (with an expected long-term rate of return of approximately 5.3 %).

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Cash and cash equivalents

(a) Certain investments measured at fair value using the net asset value (“NAV”) practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets .

Equity securities consist primarily of publicly traded U.S.

(a) Certain investments measured at fair value using the net asset value practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets .

Equity securities primarily consist of publicly traded U.S.

Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded.

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Alternative investment funds include investments in hedge funds including fund of fund products.

Fixed income securities consist primarily of government securities and corporate bonds.

Fixed income securities primarily consist of government securities and corporate bonds.

They are valued at the closing price in the active market or at quotes obtained from brokers/dealers or pricing services.

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The Level 2 pension plan assets are comprised primarily of pooled funds valued using published prices based off of observable market data.

The Level 3 pension plan assets as of December 31, 2022 and 2021 included in the table above consist primarily of contracts with insurance companies related to certain foreign plans.

The Level 3 pension plan assets as of December 31, 2023 and 2022 included in the table above primarily consist of contracts with insurance companies related to certain foreign plans.

The insurance contracts generally include guarantees in accordance with the policy purchased.

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Balance on January 1

Unrealized losses, net

Unrealized gains (losses), net

Purchases, sales and settlements, net

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Participation in these plans is based on certain eligibility requirements.

The Company matches employee contributions to the U.S.

Through December 31, 2022, the Company matched employee contributions to the U.S.

defined contribution plans up to a maximum of 6 % of eligible compensation.

January 1, 2023, the Company increased its matching of employee contributions to the U.S.

defined contribution plans to a maximum of 7 % of eligible compensation.

The Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 24.0 , $ 18.0 and $ 16.2 in 2023, 2022 and 2021, respectively.

Effective January 1, 2023, the Company increased its matching of employee contributions to the U.S.

defined contribution plans to a maximum of 7 % of eligible compensation.

Note 10—Leases

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2023 Acquisitions

During the year ended December 31, 2022, the Company completed two acquisitions for approximately $ 288.2 , net of cash acquired.

During the year ended December 31, 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $ 970.4 , net of cash acquired.

Five of the acquisitions have been included in the Harsh Environment Solutions segment, three acquisitions have been included in the Interconnect and Sensor Systems segment, and two acquisitions have been included in the Communications Solutions segment.

The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof.

One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price.

The Company recognized a non-cash gain of $ 5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which has been recorded separately in the Company’s Consolidated Statements of Income.

As of December 31, 2023, the 2023 Acquisitions resulted in the recognition of $ 609.4 of goodwill and $ 181.3 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 6 to 15 years and the acquired backlog having a useful life of approximately 0.25 years.

The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

The Company expects that approximately $ 145 of the goodwill recognized from the 2023 Acquisitions will be deductible for tax purposes.

The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for these acquisitions.

Since the current purchase price allocations are based on preliminary assessments made by management as of December 31, 2023, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from our preliminary assessments.

The operating results of the 2023 Acquisitions have been included in the Consolidated Statements of Income for the year ended December 31, 2023 since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, have not been presented, since the 2023 Acquisitions are not material, either individually or in the aggregate, to the Company’s financial results.

2022 Acquisitions

During the year ended December 31, 2022, the Company completed two acquisitions (the “2022 Acquisitions”) for approximately $ 288.2 , net of cash acquired.

The 2022 Acquisitions were funded through a combination of borrowings under the U.S.

Commercial Paper Program and cash on hand.

One acquisition has been included in the Harsh Environment Solutions segment, while the other acquisition has been included in the Interconnect and Sensor Systems segment.

While the current purchase price allocation is based on preliminary assessments made by management as of December 31, 2022, the Company is in the process of completing its analyses of the allocation of the fair value of the assets acquired and liabilities assumed.

The Company anticipates that the final assessments of values for these acquisitions will not differ materially from the preliminary assessments.

The operating results of the 2022 acquisitions have been included in the Consolidated Statements of Income for the year ended December 31, 2022, since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, have not been presented, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

One acquisition was included in the Harsh Environment Solutions segment, while the other acquisition was included in the Interconnect and Sensor Systems segment.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2022 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2022 Acquisitions were included in the 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, since the 2022 Acquisitions were not material, either individually or in the aggregate, 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.

During the year ended December 31, 2021, the Company completed seven acquisitions (the “2021 Acquisitions”) for $ 2,225.4 , net of cash acquired, while also completing the divestiture of the Divested MTS business, as discussed below.

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 all of its 2021 acquisitions, and each of the final assessment of values did not differ materially from their previous preliminary assessments.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2021 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2021 Acquisitions were included in the 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, since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, was not presented, since the 2021 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition of MTS Systems Corporation

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The MTS Sensors business provides the Company with a highly complementary offering of high-technology, harsh environment sensors sold into diverse end markets and applications.

The MTS Sensors business further expands the Company’s range of sensor and sensor-based products across a wide array of industries and is reported as part of our continuing operations and within our Interconnect and Sensor Systems segment.

The MTS Sensors business has further expanded the Company’s range of sensor and sensor-based products across a wide array of industries and is reported as part of our continuing operations and within our Interconnect and Sensor Systems segment.

On January 19, 2021 and 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.

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The purchase price allocation for the MTS Sensors business was performed separately from the Divested MTS business, the latter of which was accounted for as discontinued operations and whose assets acquired, including associated goodwill, and liabilities assumed were reported as current assets held for sale and current liabilities held for sale on the Company’s balance sheet.

As a result of the sale of the Divested MTS business on December 1, 2021, the Company completed the acquisition accounting associated with the Divested MTS business and the associated current assets held for sale and current liabilities held for sale are no longer reported on the Company’s Consolidated Balance Sheets as of December 31, 2021.

As a result of the sale of the Divested MTS business on December 1, 2021, the Company completed the acquisition accounting associated with the Divested MTS business and the associated current assets held for sale and current liabilities held for sale were no longer reported on the Company’s Consolidated Balance Sheets as of December 31, 2021.

The retained MTS Sensors business is reported within our Interconnect and Sensor Systems segment.

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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.

Other than these intangible assets, the remainder of the purchase price was 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.

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As a result of the a greement to sell the Divested MTS business to ITW, the Divested MTS business met the discontinued operations reporting criteria and “held for sale” accounting criteria as of the MTS acquisition date of April 7, 2021, and therefore, the Company did not assign the Divested MTS business to any of its three reportable business segments.

Accordingly, since the Divested MTS business has never been nor was expected to ever be considered part of our continuing operations, the Company accounted for the operating results and related cash flows associated with the Divested MTS business as discontinued operations in the accompanying Consolidated Statements of Income and Consolidated Statements of Cash Flow, respectively, as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS business.

Accordingly, since the Divested MTS business had never been nor was expected to ever be considered part of our continuing operations, the Company accounted for the operating results and related cash flows associated with the Divested MTS business as discontinued operations in the accompanying Consolidated Statements of Income and Consolidated Statements of Cash Flow, respectively, as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS business.

For the year ended December 31, 2021, the comprehensive income associated with discontinued operations was not material and was not presented separately in the Consolidated Statements of Comprehensive Income.

The Company also ceased recording depreciation and amortization on the held for sale assets as of the MTS acquisition date.

In 2021, the assets and liabilities associated with the Divested MTS business were presented as current assets held for sale and current liabilities held for sale, respectively, on the Company’s balance sheet throughout the period in which Amphenol owned the business.

As discussed above, the purchase price allocation associated with the Divested MTS business was performed separately from the MTS Sensors business, as the Divested MTS business met the “held for sale” accounting criteria.

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Amphenol has had no continuing involvement with the Divested MTS business after the completion of the sale.

At December 31, 2021, there were no assets held for sale no r liabilities held for sale on the Consolidated Balance Sheets, as a result of the sale of the Divested MTS business in December 2021.

In addition, there were no material adjustments to previously reported balances associated with the assets held for sale and liabilities held for sale.

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.

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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 Consolidated Balance Sheets as of December 31, 2022 and 2021, as discussed in more detail in Notes 1 and 5 herein.

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, is classified as temporary equity on the Consolidated Balance Sheets as of December 31, 2023 and 2022, as discussed in more detail in Notes 1 and 5 herein.

The acquisition was funded with cash on hand.

Halo, which is headquartered in the United States (California), is a leading provider of active and passive fiber optic interconnect components, with product offerings that are highly complementary to our existing high-speed and fiber optic interconnect solutions for the communications infrastructure markets.

The Company completed the acquisition accounting related to the Halo acquisition, specifically associated with the purchase price allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed.

In 2022, the Company completed the acquisition accounting related to the Halo acquisition, specifically associated with the purchase price allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed.

The final assessment of values for the Halo acquisition did not differ materially from previous preliminary assessments.

As of December 31, 2022, the Halo acquisition resulted in the recognition of $ 522.1 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.

The Halo acquisition resulted in the recognition of $ 522.1 of goodwill, $ 29.0 of indefinite-lived tradename intangible assets and $ 168.0 of definite-lived intangible assets.

The definite-lived intangible assets were 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 was 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 operating results for Halo have been included in the Consolidated Statements of Income since the acquisition date.

The operating results for Halo were included in the 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.

2020 Acquisitions

During the year ended December 31, 2020, the Company completed two acquisitions for $ 50.4 , net of cash acquired.

One of the acquisitions was included in the Harsh Environment Solutions segment, and the other acquisition was 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 both 2020 acquisitions, and the final assessments of values did not differ materially from the previous preliminary assessments.

Acquisition-related Expenses

In 2022, the Company incurred $ 21.5 ($ 18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization of $ 12.0 related to the value associated with acquired backlog resulting from the acquisitions that closed in 2022, along with external transaction costs.

In 2021, the Company incurred $ 70.4 ($ 57.3 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, along with external transaction costs and certain non-cash

purchase accounting costs related to the Halo acquisition in the fourth quarter of 2021.

In 2020, the Company incurred approximately $ 11.5 ($ 10.7 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs related to acquisitions that were announced or closed.

In 2023, the Company incurred $ 34.6 ($ 30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, as well as the amortization of $ 12.4 related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions.

In 2022, the Company incurred $ 21.5 ($ 18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization of $ 12.0 related to the value associated with acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs.

Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income .

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Goodwill at December 31, 2023

The increase in goodwill during 2022 was primarily driven by goodwill recognized from the acquisitions that closed in 2022, partially offset by foreign currency translation.

The increase in goodwill during 2021 was primarily driven by the acquisition of MTS and Halo, along with the other acquisitions that closed during 2021, as described in Note 11 herein.

The increase in goodwill during 2023 was primarily driven by goodwill recognized from the 2023 Acquisitions.

The increase in goodwill during 2022 was primarily driven by goodwill recognized from the 2022 Acquisitions, partially offset by foreign currency translation.

Other than goodwill noted above, the Company’s intangible assets as of December 31, 2023 and 2022 were as follows:

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Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in 2022 is 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 years ended December 31, 2022, 2021 and 2020 was approximately $ 81.0 , $ 86.4 and $ 49.6 , respectively.

Amortization expense in 2022 includes $ 12.0 related to the amortization of acquired backlog from the 2022 acquisitions, while amortization expense in 2021 included $ 16.2 and $ 9.0 related to the amortization of acquired backlog resulting from the MTS and Halo acquisitions, respectively.

As of December 31, 2022, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $ 69.1 in 2023, $ 63.8 in 2024, $ 54.5 in 2025, $ 52.8 in 2026, and $ 46.0 in 2027.

The increase in the gross carrying amount of intangible assets in 2023 was primarily driven by customer relationships and proprietary technology resulting from acquisition accounting associated with certain 2023 Acquisitions.

Amortization expense for the years ended December 31, 2023, 2022 and 2021 was approximately $ 86.0 , $ 81.0 and $ 86.4 , respectively, which included the amortization of acquired backlog of $ 12.4 , $ 12.0 , and $ 25.2 , respectively, resulting from acquisitions in each respective year.

As of December 31, 2023, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $ 93.0 in 2024 (which includes the estimated amortization of acquired backlog resulting from certain acquisitions that closed late in 2023), $ 68.9 in 2025, $ 67.3 in 2026, $ 60.5 in 2027, and $ 53.2 in 2028.

Note 13—Reportable Business Segments and International Operations

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

Since January 1, 2022, 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 replaced our historic reportable business segments.

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.

This 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 Board and its stockholders.

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 Chief Executive Officer.

The Company has three 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 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.

The Company has recast all relevant prior year period segment information in order to enable year-over-year segment comparisons in this Annual Report.

The accounting policies of the segments are the same as those for the Company as a whole, as described in Note 1 herein.

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 reconciliation purposes.

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 reconciliation purposes.

Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment.

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Interest expense

Gain on bargain purchase acquisition

Other income (expense), net

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Net sales by geographic area are based on the customer location to which the product is shipped.

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.

During the year ended December 31, 2020, aggregate sales to the Company’s largest customer accounted for approximately 11 % of the Company’s net sales, nearly all of the sales of which were reported within our Communications Solutions segment.

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

It is impracticable to disclose net sales by product or group of products.

For further discussion related to the Company’s policies surrounding revenue recognition, refer to Note 1 herein.

Reportable Business Segments Prior to 2022

Prior to 2022 and through December 31, 2021, the Company operated through two reportable business segments:

● Interconnect Products and Assemblies – 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.

● Cable Products and Solutions – 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.

Businesses previously reported in the Interconnect Products and Assemblies segment were aligned with one of the Company’s three segments, while all businesses previously reported in the Cable Products and Solutions segment were aligned with the Communications Solutions segment .

Note 14—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 is party to a number of legal and/or regulatory actions arising out of the normal course of its business.

The Company records a loss contingency liability when, in the opinion of management after seeking legal advice, a loss is considered probable and the amount can be reasonably estimated.

Based on information currently available and management’s evaluation of such information, the Company does not believe that the resolution of any existing legal or regulatory action 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 from certain of the Company’s Military and Aerospace businesses pertaining to certain products that are purchased or used by the U.S.

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

In connection with this investigation, during the third quarter of 2022, in a meeting with representatives of the U.S.

government, it was alleged that the Company likely violated various provisions of federal law, including violations under the civil False Claims Act.

The alleged violations relate to various Company actions and inactions that occurred prior to and surrounding the several “stop shipment” orders regarding certain military connector products that were received by the Company in March 2016 and lifted by the U.S.

government for all affected products over a period from April 2016 through January 2017.

The Company is currently evaluating these allegations, and continues to communicate and cooperate with the U.S.

government 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.

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.

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At December 31, 2023, the Company had purchase commitments of $ 932.4 in 2024, $ 28.1 in 2025 and 2026, combined, and $ 8.2 beyond 2026.

Note 15—Subsequent Events

On January 30, 2024 , the Company entered into a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated (“Carlisle”), agreeing to acquire the Carlisle Interconnect Technologies (“CIT”) business of Carlisle for an aggregate purchase price of $ 2,025 in cash, subject to customary post-closing adjustments.

The acquisition is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory approvals and other customary closing conditions.

The Company expects to finance the CIT acquisition through a combination of cash on hand and debt financing, which could include borrowings under the Company’s existing credit and/or U.S.

Commercial Paper Program.

CIT, headquartered in St.

Augustine, FL, is a leading global supplier of harsh environment interconnect solutions primarily to the commercial aerospace, defense and industrial end markets.

CIT’s wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which, management believes, are highly complementary to Amphenol’s existing interconnect and sensor solutions.

If and when the acquisition is consummated, the Company expects to report the CIT business within its Harsh Environment Solutions segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data