AMPHENOL CORP /DE/ 10-Q

Item 1. Financial Statements AMPHENOL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 2023 ASSETS ​ ​ ​ ​ ​ ​ ​ Current Assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 1,252.5 ​ $ 1,475.0 ​ Short-term investments ​ 49.7 ​ 185.2 ​ Total cash, cash equivalents and short-term investments ​ 1,302.2 ​ 1,660.2 ​ Accounts receivable, less allowance for doubtful accounts of $ 69.7 and $ 68.4 , respectively ​ 2,855.5 ​ 2,618.4 ​ Inventories ​ 2,398.8 ​ 2,167.1 ​ Prepaid expenses and other current assets ​ 415.3 ​ 389.6 ​ Total current assets ​ 6,971.8 ​ 6,835.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, less accumulated depreciation of $ 2,333.8 and $ 2,261.8 , respectively ​ ​ 1,534.0 ​ ​ 1,314.7 ​ Goodwill ​ ​ 8,261.8 ​ ​ 7,092.4 ​ Other intangible assets, net ​ 1,308.7 ​ 834.8 ​ Other long-term assets ​ ​ 510.5 ​ ​ 449.2 ​ Total Assets ​ $ 18,586.8 ​ $ 16,526.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY ​ ​ ​ ​ ​ ​ ​ Current Liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 1,521.4 ​ $ 1,350.9 ​ Accrued salaries, wages and employee benefits ​ 423.2 ​ 412.8 ​ Accrued income taxes ​ 104.3 ​ 166.0 ​ Accrued dividends ​ ​ 132.4 ​ ​ 131.7 ​ Other accrued expenses ​ 870.4 ​ 737.5 ​ Current portion of long-term debt ​ 404.1 ​ 353.8 ​ Total current liabilities ​ 3,455.8 ​ 3,152.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current portion ​ 5,035.3 ​ 3,983.5 ​ Accrued pension and postretirement benefit obligations ​ 141.4 ​ 143.0 ​ Deferred income taxes ​ ​ 445.7 ​ ​ 367.0 ​ Other long-term liabilities ​ 458.1 ​ 453.7 ​ Total Liabilities ​ ​ 9,536.3 ​ ​ 8,099.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 19.9 ​ ​ 30.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Common stock ​ ​ 1.2 ​ ​ 1.2 ​ Additional paid-in capital ​ 3,349.2 ​ 3,100.6 ​ Retained earnings ​ 6,352.0 ​ 5,921.1 ​ Treasury stock, at cost ​ ​ ( 73.8 ) ​ ​ ( 142.8 ) ​ Accumulated other comprehensive loss ​ ( 648.5 ) ​ ( 533.6 ) ​ Total stockholders’ equity attributable to Amphenol Corporation ​ 8,980.1 ​ 8,346.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncontrolling interests ​ 50.5 ​ 49.3 ​ Total Equity ​ 9,030.6 ​ 8,395.8 ​ Total Liabilities, Redeemable Noncontrolling Interests and Equity ​ $ 18,586.8 ​ $ 16,526.4 ​ See accompanying notes to condensed consolidated financial statements. ​ 2 Table of Contents ​ AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (dollars and shares in millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 Net sales ​ $ 3,609.7 ​ $ 3,053.9 ​ $ 6,866.0 ​ $ 6,028.0 ​ Cost of sales ​ 2,396.6 ​ 2,062.2 ​ 4,563.9 ​ 4,092.9 ​ Gross profit ​ 1,213.1 ​ 991.7 ​ 2,302.1 ​ 1,935.1 ​ Acquisition-related expenses ​ 70.0 ​ 4.0 ​ 70.0 ​ 9.4 ​ Selling, general and administrative expenses ​ 444.3 ​ 367.8 ​ 848.4 ​ 714.1 ​ Operating income ​ 698.8 ​ 619.9 ​ 1,383.7 ​ 1,211.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 56.3 ) ​ ( 35.0 ) ​ ( 94.4 ) ​ ( 71.0 ) ​ Gain on bargain purchase acquisition ​ — ​ 5.4 ​ — ​ 5.4 ​ Other income (expense), net ​ 21.3 ​ 5.6 ​ 37.3 ​ 9.8 ​ Income before income taxes ​ 663.8 ​ 595.9 ​ 1,326.6 ​ 1,155.8 ​ Provision for income taxes ​ ( 135.1 ) ​ ( 130.6 ) ​ ( 245.8 ) ​ ( 247.8 ) ​ Net income ​ ​ 528.7 ​ ​ 465.3 ​ ​ 1,080.8 ​ ​ 908.0 ​ Less: Net income attributable to noncontrolling interests ​ ( 3.9 ) ​ ( 4.8 ) ​ ( 7.3 ) ​ ( 8.3 ) ​ Net income attributable to Amphenol Corporation ​ $ 524.8 ​ $ 460.5 ​ $ 1,073.5 ​ $ 899.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Basic ​ $ 0.44 ​ $ 0.39 ​ $ 0.89 ​ $ 0.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 1,202.3 ​ 1,189.9 ​ 1,201.2 ​ 1,190.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Diluted ​ $ 0.41 ​ $ 0.37 ​ $ 0.85 ​ $ 0.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Diluted ​ 1,264.9 ​ 1,236.5 ​ 1,260.4 ​ 1,238.1 ​ ​ See accompanying notes to condensed consolidated financial statements . ​ 3 Table of Contents AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 528.7 ​ $ 465.3 ​ $ 1,080.8 ​ $ 908.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other comprehensive (loss) income, net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 46.6 ) ​ ( 103.9 ) ​ ( 117.9 ) ​ ( 61.4 ) ​ Pension and postretirement benefit plan adjustment, net of tax of ($ 0.2 ) and ($ 0.5 ) for 2024, and ($ 0.2 ) and ($ 0.4 ) for 2023, respectively ​ 0.7 ​ 0.7 ​ 1.6 ​ 1.4 ​ Total other comprehensive (loss) income, net of tax ​ ( 45.9 ) ​ ( 103.2 ) ​ ( 116.3 ) ​ ( 60.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income ​ 482.8 ​ 362.1 ​ 964.5 ​ 848.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Comprehensive income attributable to noncontrolling interests ​ ( 3.6 ) ​ ( 1.5 ) ​ ( 5.9 ) ​ ( 5.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income attributable to Amphenol Corporation ​ $ 479.2 ​ $ 360.6 ​ $ 958.6 ​ $ 842.2 ​ ​ See accompanying notes to condensed consolidated financial statements . ​ ​ 4 Table of Contents AMPHENOL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) (dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2024 2023 Cash from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 1,080.8 ​ $ 908.0 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 227.4 ​ 190.4 ​ Stock-based compensation expense ​ 50.4 ​ 45.5 ​ Deferred income tax benefit ​ ( 19.3 ) ​ ​ ( 5.4 ) ​ Gain on bargain purchase acquisition ​ — ​ ( 5.4 ) ​ Net change in components of working capital ​ ​ ( 69.8 ) ​ ​ ( 57.7 ) ​ Net change in other long-term assets and liabilities ​ ​ ( 5.9 ) ​ ​ ( 6.6 ) ​ Net cash provided by operating activities ​ 1,263.6 ​ 1,068.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 235.6 ) ​ ( 193.1 ) ​ Proceeds from disposals of property, plant and equipment ​ 5.4 ​ 1.6 ​ Purchases of investments ​ ( 13.4 ) ​ ( 139.2 ) ​ Sales and maturities of investments ​ 145.8 ​ 63.8 ​ Acquisitions, net of cash acquired ​ ( 2,099.8 ) ​ ( 113.2 ) ​ Other, net ​ ​ 1.9 ​ ​ 5.0 ​ Net cash used in investing activities ​ ( 2,195.7 ) ​ ( 375.1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash from financing activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from issuance of senior notes and other long-term debt ​ 1,500.1 ​ 351.8 ​ Repayments of senior notes and other long-term debt ​ ( 351.8 ) ​ ​ ( 7.1 ) ​ (Repayments) borrowings under commercial paper programs, net ​ ​ — ​ ​ ( 632.6 ) ​ Payment of costs related to debt financing ​ ( 14.7 ) ​ ( 2.3 ) ​ Purchase of treasury stock ​ ( 344.2 ) ​ ( 320.5 ) ​ Proceeds from exercise of stock options ​ ​ 234.7 ​ ​ 163.1 ​ Distributions to and purchases of noncontrolling interests ​ ​ ( 17.5 ) ​ ​ ( 6.5 ) ​ Dividend payments ​ ( 263.8 ) ​ ( 249.9 ) ​ Other, net ​ ​ 0.6 ​ ​ — ​ Net cash provided by (used in) financing activities ​ 743.4 ​ ( 704.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ ( 33.8 ) ​ ( 37.7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ( 222.5 ) ​ ( 48.0 ) ​ Cash and cash equivalents balance, beginning of period ​ 1,475.0 ​ 1,373.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents balance, end of period ​ $ 1,252.5 ​ $ 1,325.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for: ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 71.2 ​ $ 60.3 ​ Income taxes, net ​ 359.2 ​ 324.4 ​ ​ See accompanying notes to condensed consolidated financial statements. ​ ​ 5 Table of Contents ​ AMPHENOL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (amounts included in the following Notes to Condensed Consolidated Financial Statements are presented in millions, except share and per share data , unless otherwise noted ) ​ ​ Note 1—Basis of Presentation and Principles of Consolidation ​ The Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023, and the related Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2024 and 2023 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”). All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein are unaudited. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). ​ Stock Split ​ On May 20, 2024, the Company announced that its Board of Directors (the “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 May 31, 2024. The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024. The shares of Common Stock retain a par value of $ 0.001 per share. As a result of the stock split, stockholders received one additional share of the Company’s Common Stock for each share held as of the record date. There was no change in the number of authorized common shares of the Company as a result of the stock split. ​ All current and prior year data presented in the accompanying Condensed Consolidated Financial Statements and notes thereto in this Form 10-Q, 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, have been adjusted to reflect the effect of the stock split. As a result of the stock split, certain prior period amounts have been adjusted to conform to the current period presentation in the Condensed Consolidated Financial Statements and the accompanying notes herein. The impact to the Condensed Consolidated Balance Sheets, as well as the rollforward of consolidated changes in equity included in Note 7 herein, was an increase of $ 0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented. ​ Note 2—New Accounting Pronouncements ​ In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 6 Table of Contents 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. While it continues to evaluate ASU 2023-07, the Company does not currently believe that its adoption will have a material impact 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. While it continues to evaluate ASU 2023-09, the Company does not currently believe that its adoption will have a material impact on its consolidated financial statements. ​ Note 3—Inventories ​ Inventories consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2024 2023 Raw materials and supplies $ 1,045.4 $ 964.7 ​ Work in process ​ 669.0 ​ 562.3 ​ Finished goods ​ 684.4 ​ 640.1 ​ ​ $ 2,398.8 $ 2,167.1 ​ ​ ​ 7 Table of Contents Note 4—Debt ​ The Company’s debt (net of any unamortized discount) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ December 31, 2023 ​ ​ ​ ​ Carrying ​ Approximate ​ Carrying ​ Approximate ​ ​ ​ Amount Fair Value Amount Fair Value Revolving Credit Facility ​ ​ ​ $ — $ — $ — $ — ​ U.S. Commercial Paper Program ​ ​ ​ — — — ​ — ​ Euro Commercial Paper Program ​ ​ ​ — — — ​ — ​ Term Loan Credit Facility ​ ​ ​ ​ — — — ​ — ​ 3.20 % Senior Notes due April 2024 ​ ​ ​ — — 350.0 ​ 348.4 ​ 2.050 % Senior Notes due March 2025 ​ ​ ​ ​ 399.9 390.4 399.8 ​ 386.8 ​ 4.750 % Senior Notes due March 2026 ​ ​ ​ ​ 349.3 346.8 349.1 ​ 350.6 ​ 0.750 % Euro Senior Notes due May 2026 ​ ​ ​ ​ 534.4 508.2 551.7 ​ 523.4 ​ 5.050 % Senior Notes due April 2027 ​ ​ ​ ​ 449.5 449.2 — ​ — ​ 2.000 % Euro Senior Notes due October 2028 ​ ​ ​ ​ 534.0 508.6 551.4 ​ 531.4 ​ 5.050 % Senior Notes due April 2029 ​ ​ ​ ​ 449.6 450.4 — ​ — ​ 4.350 % Senior Notes due June 2029 ​ ​ ​ ​ 499.8 484.2 499.8 ​ 497.2 ​ 2.800 % Senior Notes due February 2030 ​ ​ ​ ​ 899.6 799.2 899.6 ​ 817.6 ​ 2.200 % Senior Notes due September 2031 ​ ​ ​ ​ 748.0 614.3 747.9 ​ 629.9 ​ 5.250 % Senior Notes due April 2034 ​ ​ ​ ​ 599.4 597.3 — ​ — ​ Other debt ​ ​ ​ 8.2 8.2 9.5 ​ 9.5 ​ Less: unamortized deferred debt issuance costs ​ ​ ​ ( 32.3 ) — ( 21.5 ) ​ — ​ Total debt ​ ​ ​ 5,439.4 5,156.8 4,337.3 ​ 4,094.8 ​ Less: current portion ​ ​ ​ 404.1 ​ 394.6 353.8 ​ 352.2 ​ Total long-term debt ​ ​ ​ $ 5,035.3 $ 4,762.2 $ 3,983.5 ​ $ 3,742.6 ​ ​ Revolving Credit Facility ​ On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $ 2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $ 500.0 to $ 3,000.0 (the “Revolving Credit Facility”). The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries 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 Secured Overnight Financing Rate (“SOFR”). The Revolving Credit Facility was undrawn on the date it was amended and restated. The Company may utilize the Revolving Credit Facility for general corporate purposes. As of June 30, 2024 and December 31, 2023, there were no outstanding borrowings under the revolving credit facility then in effect. 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 Condensed Consolidated Balance Sheets. The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants. On June 30, 2024, the Company was in compliance with the financial covenants under the Revolving Credit Facility . ​ Term Loan Credit Facility ​ On April 19, 2022, the Company entered into a two-year , $ 750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”). The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term. ​ 8 Table of Contents Commercial Paper Programs ​ The Company has a commercial paper program (the “U.S. Commercial Paper Program”) pursuant to which the Company may issue short-term unsecured commercial paper notes (the “USCP Notes” or “U.S. Commercial Paper”) in one or more private placements in the United States. The maturities of the USCP Notes vary but may not exceed 397 days from the date of issue. The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis. On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S. Commercial Paper Program by $ 500.0 . As of June 30, 2024, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 . 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. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first six months of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the recent acquisition of the Carlisle Interconnect Technologies (“CIT”) business discussed further in Note 11 herein. Before the end of the second quarter of 2024, the Company repaid all of its USCP Notes then outstanding. As of June 30, 2024 and 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. Commercial Paper Program, the “Commercial Paper Programs”), pursuant to which the Euro Issuer may issue short-term unsecured commercial paper notes (the “ECP Notes” and, together with the USCP Notes, the “Commercial Paper”), which are guaranteed by the Company and are to be issued outside of the United States. The maturities of the ECP Notes will vary but may not exceed 183 days from the date of issue. The ECP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom or a premium thereto and bear varying interest rates on a fixed or floating basis. The ECP Notes may be issued in Euros, Sterling, U.S. dollars or other currencies. The maximum aggregate principal amount outstanding of ECP Notes at any time is $ 2,000.0 . The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions. The Company did not borrow under the Euro Commercial Paper Program during the first six months of 2024, and, as of June 30, 2024 and December 31, 2023, there were no ECP Notes outstanding. ​ Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of June 30, 2024, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the 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. Any outstanding Commercial Paper is classified as long-term debt in the accompanying Condensed Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility. The carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5). ​ U.S. Senior Notes ​ On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “New Senior Notes”): (i) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 at 99.887 % of face value (the “2027 Senior Notes”), (ii) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2029 at 99.900 % of face value (the “2029 Senior Notes”) and (iii) $ 600.0 aggregate principal amount of unsecured 5.250 % Senior Notes due April 5, 2034 at 99.900 % of face value (the “2034 Senior Notes”). The New Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes. Interest on the 9 Table of Contents New Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing on October 5, 2024. Prior to March 5, 2027, the Company may redeem, from time to time, some or all of the 2027 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium. Prior to March 5, 2029, the Company may redeem, from time to time, some or all of the 2029 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium. Prior to January 5, 2034, the Company may redeem, from time to time, some or all of the 2034 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium. On or after such dates, the Company may redeem, from time to time, some or all of the respective series of the New Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. The Company used net proceeds from the New Senior Notes, together with a combination of cash on hand and borrowings under the U.S. Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto. During the three and six months ended June 30, 2024, the Company incurred $ 11.7 of debt financing costs associated with the issuance of the New Senior Notes. ​ On April 1, 2024, the Company used cash on hand to repay the $ 350.0 aggregate principal amount of unsecured 3.20 % Senior Notes due April 1, 2024 upon maturity. ​ On March 30, 2023, the Company issued $ 350.0 aggregate 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 all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes. 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. ​ All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, and, with certain exceptions, a make-whole premium. ​ Euro Senior Notes ​ The Euro Issuer has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes” and, together with the U.S. Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of € 500.0 . The 0.750 % Euro Senior Notes, which were issued in May 2020 at 99.563 % of face value, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018 at 99.498 % of face value, mature on October 8, 2028 . The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually. The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium. ​ The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On June 30, 2024, the Company was in compliance with all requirements under its Senior Notes . 10 Table of Contents ​ Note 5—Fair Value Measurements ​ Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. These requirements establish market or observable inputs as the preferred source of values. Assumptions based on hypothetical transactions are used in the absence of market inputs. The Company does not have any non-financial instruments accounted for at fair value on a recurring basis. ​ The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: ​ Level 1 Quoted prices for identical instruments in active markets. ​ Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ​ Level 3 Significant inputs to the valuation model are unobservable. ​ The Company believes that the assets or liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, (iii) short- and long-term investments, (iv) derivative instruments and (v) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting. Each of these assets and liabilities is discussed below, with the exception of debt instruments, pension plan assets, and the fair value of assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 10 and Note 11, respectively, herein, in addition to the Notes to Consolidated Financial Statements in the 2023 Annual Report. Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy. Long-term investments are recorded in Other long-term assets in the accompanying Condensed Consolidated Balance Sheets. 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 derivative financial assets is immaterial. ​ 11 Table of Contents The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs. The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of June 30, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ Quoted Prices in ​ Significant ​ Significant ​ ​ ​ ​ ​ Active Markets ​ Observable ​ Unobservable ​ ​ ​ ​ ​ for Identical ​ Inputs ​ Inputs ​ ​ Total ​ Assets (Level 1) ​ (Level 2) ​ (Level 3) June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 49.7 ​ $ — ​ $ 49.7 ​ $ — Long-term investments ​ ​ 0.2 ​ ​ — ​ ​ 0.2 ​ ​ — Forward contracts ​ ​ ( 2.2 ) ​ ​ — ​ ​ ( 2.2 ) ​ ​ — Redeemable noncontrolling interests ​ ​ ( 19.9 ) ​ ​ — ​ ​ — ​ ​ ( 19.9 ) Total ​ $ 27.8 ​ $ — ​ $ 47.7 ​ $ ( 19.9 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term investments ​ $ 185.2 ​ $ — ​ $ 185.2 ​ $ — Long-term investments ​ ​ 0.4 ​ ​ — ​ ​ 0.4 ​ ​ — Forward contracts ​ ​ ( 0.5 ) ​ ​ — ​ ​ ( 0.5 ) ​ ​ — Redeemable noncontrolling interests ​ ​ ( 30.7 ) ​ ​ — ​ ​ — ​ ​ ( 30.7 ) Total ​ $ 154.4 ​ $ — ​ $ 185.1 ​ $ ( 30.7 ) ​ The Company utilizes foreign exchange forward contracts, hedging instruments accounted for as cash flow hedges, in the management of foreign currency exposures. In addition, the Company also enters into foreign exchange forward contracts, accounted for as net investment hedges, to hedge our exposure to variability in the U.S. dollar equivalent of the net investments in certain foreign subsidiaries. As of June 30, 2024 and 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 June 30, 2024 and 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. During the three and six months ended June 30, 2024 and 2023, 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 Condensed Consolidated Statements of Income, were not material. The fair values of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period. ​ Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective acquisition agreement. The redeemable noncontrolling interests recorded on the accompanying Condensed 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. During the three months ended June 30, 2024, in accordance with the terms of the agreement, the noncontrolling option holders exercised their put option, requiring the Company to acquire a portion of the redeemable noncontrolling interests then outstanding. 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 Condensed Consolidated Balance Sheets as of June 30, 2024 and 12 Table of Contents December 31, 2023. Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and six months ended June 30, 2024 and 2023. ​ With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis. ​ Note 6—Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, June 30, ​ ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ Provision for income taxes ​ $ ( 135.1 ) ​ $ ( 130.6 ) ​ $ ( 245.8 ) ​ $ ( 247.8 ) ​ Effective tax rate ​ 20.4 % 21.9 % 18.5 % 21.4 % ​ For the three months ended June 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 30.9 and $ 11.9 , respectively, and decreasing our effective tax rate by approximately 470 basis points and 200 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. For the six months ended June 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 60.6 and $ 29.0 , respectively, and decreasing our effective tax rate by approximately 460 basis points and 250 basis points, respectively. Acquisition-related expenses incurred during the three and six months ended June 30, 2024 had the impact of increasing our effective tax rate by approximately 100 basis points and 50 basis points, respectively. For the six months ended June 30, 2024, a discrete tax benefit of $ 18.6 , related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S. tax filing position, had the effect of decreasing our effective tax rate by approximately 140 basis points. For the three and six months ended June 30, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter of 2023, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 20 basis points and 10 basis points, respectively, while acquisition-related expenses had the effect of increasing our effective tax rate by approximately 10 basis points in both periods. ​ The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017. As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries. The Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023. ​ The Company operates in the U.S. and numerous foreign taxable jurisdictions, and at any point in time has numerous audits underway at various stages of completion. With few exceptions, the Company is subject to income tax examinations by tax authorities for the years 2017 and after. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until the close of an audit. The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. As of June 30, 2024, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 204.8 . 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 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 22.3 . ​ 13 Table of Contents Inflation Reduction Act of 2022 ​ On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases. Companies are required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but do not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three and six months ended June 30, 2024 and 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—Stockholders’ Equity and Noncontrolling Interests ​ Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity. ​ A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity attributable to Amphenol Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests (1) Equity Interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of March 31, 2024 1,203.9 $ 1.2 ( 2.6 ) $ ( 103.8 ) $ 3,223.5 $ 6,163.5 $ ( 602.9 ) $ 52.2 $ 8,733.7 $ 30.9 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 524.8 ​ ​ ​ ​ 3.6 ​ 528.4 ​ ​ 0.3 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 45.6 ) ​ ( 0.2 ) ​ ( 45.8 ) ​ ​ ( 0.1 ) Capital contributions from noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.3 ​ 0.3 ​ ​ ​ Purchase of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.9 ) ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ( 0.9 ) ​ ​ ( 11.2 ) Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5.4 ) ​ ( 5.4 ) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 3.1 ) ​ ( 190.4 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 190.4 ) ​ ​ ​ Retirement of treasury stock ​ ( 3.1 ) ​ ​ — ​ 3.1 ​ 190.4 ​ ​ ​ ​ ( 190.4 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Stock options exercised 4.8 ​ ​ — ​ 0.8 ​ ​ 30.0 ​ 100.0 ​ ​ ( 13.5 ) ​ ​ ​ ​ ​ ​ ​ 116.5 ​ ​ ​ Dividends declared ($ 0.11 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 132.4 ) ​ ​ ​ ​ ​ ​ ​ ( 132.4 ) ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26.6 ​ ​ ​ Balance as of June 30, 2024 ​ 1,205.6 ​ $ 1.2 ​ ( 1.8 ) ​ $ ( 73.8 ) ​ $ 3,349.2 ​ $ 6,352.0 ​ $ ( 648.5 ) ​ $ 50.5 ​ $ 9,030.6 ​ $ 19.9 (1) Excludes redeemable noncontrolling interests. ​ 14 Table of Contents A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity attributable to Amphenol Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests (1) Equity Interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2023 1,201.3 $ 1.2 ( 3.5 ) $ ( 142.8 ) $ 3,100.6 $ 5,921.1 $ ( 533.6 ) $ 49.3 $ 8,395.8 $ 30.7 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,073.5 ​ ​ ​ ​ 6.6 ​ 1,080.1 ​ ​ 0.7 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 114.9 ) ​ ( 1.1 ) ​ ( 116.0 ) ​ ​ ( 0.3 ) Capital contributions from noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.1 ​ ​ 1.1 ​ ​ ​ Purchase of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 0.9 ) ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ( 0.9 ) ​ ​ ( 11.2 ) Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5.4 ) ​ ( 5.4 ) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 5.9 ) ​ ( 344.2 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 344.2 ) ​ ​ ​ Retirement of treasury stock ( 5.9 ) ​ ​ — ​ 5.9 ​ 344.2 ​ ​ ​ ​ ( 344.2 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Stock options exercised 10.2 ​ ​ — ​ 1.7 ​ ​ 69.0 ​ 199.1 ​ ​ ( 33.9 ) ​ ​ ​ ​ ​ ​ ​ 234.2 ​ ​ ​ Dividends declared ($ 0.22 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 264.5 ) ​ ​ ​ ​ ​ ​ ​ ( 264.5 ) ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50.4 ​ ​ ​ Balance as of June 30, 2024 1,205.6 $ 1.2 ( 1.8 ) $ ( 73.8 ) $ 3,349.2 $ 6,352.0 $ ( 648.5 ) $ 50.5 $ 9,030.6 $ 19.9 (1) Excludes redeemable noncontrolling interests. ​ A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity attributable to Amphenol Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests (1) Equity Interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of March 31, 2023 1,192.6 $ 1.2 ( 2.1 ) $ ( 69.7 ) $ 2,747.9 $ 5,121.3 $ ( 492.6 ) $ 57.5 $ 7,365.6 $ 20.9 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 460.5 ​ ​ ​ ​ 4.3 ​ 464.8 ​ 0.5 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 99.9 ) ​ ( 3.3 ) ​ ( 103.2 ) ​ — Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1.3 ) ​ ( 1.3 ) ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 4.0 ) ​ ( 153.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 153.6 ) ​ ​ Retirement of treasury stock ( 4.0 ) ​ ​ — ​ 4.0 ​ 153.6 ​ ​ ​ ​ ( 153.6 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ Stock options exercised 4.8 ​ ​ — ​ 0.6 ​ ​ 20.1 ​ 88.1 ​ ​ ( 8.3 ) ​ ​ ​ ​ ​ ​ ​ 99.9 ​ ​ Dividends declared ($ 0.105 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 125.1 ) ​ ​ ​ ​ ​ ​ ​ ( 125.1 ) ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.8 ​ ​ Balance as of June 30, 2023 1,193.4 ​ $ 1.2 ​ ( 1.5 ) ​ $ ( 49.6 ) ​ $ 2,859.8 ​ $ 5,294.8 ​ $ ( 592.5 ) ​ $ 57.2 ​ $ 7,570.9 ​ $ 21.4 (1) Excludes redeemable noncontrolling interests. ​ 15 Table of Contents A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity attributable to Amphenol Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Redeemable ​ Common Stock ​ Treasury Stock ​ Additional ​ ​ ​ ​ Other ​ Non- ​ ​ ​ ​ Non- ​ Shares ​ ​ ​ ​ Shares ​ ​ ​ ​ Paid-In ​ Retained ​ Comprehensive ​ controlling ​ Total ​ controlling ​ (in millions) Amount (in millions) Amount Capital Earnings Loss Interests (1) Equity Interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2022 1,192.0 $ 1.2 ( 2.4 ) $ ( 79.8 ) $ 2,649.8 $ 4,979.4 $ ( 535.0 ) $ 57.9 $ 7,073.5 $ 20.6 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 899.7 ​ ​ ​ ​ 7.5 ​ 907.2 ​ ​ 0.8 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 57.5 ) ​ ​ ( 2.5 ) ​ ( 60.0 ) ​ ​ — Acquisitions resulting in noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.8 ​ 0.8 ​ ​ ​ Distributions to shareholders of noncontrolling interests ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6.5 ) ​ ( 6.5 ) ​ ​ ​ Purchase of treasury stock ​ ​ ​ ​ ​ ( 8.2 ) ​ ( 320.5 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 320.5 ) ​ ​ ​ Retirement of treasury stock ( 8.2 ) ​ ​ — ​ 8.2 ​ 320.5 ​ ​ ​ ​ ( 320.5 ) ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ Stock options exercised 9.6 ​ ​ — ​ 0.9 ​ ​ 30.2 ​ 164.5 ​ ​ ( 13.8 ) ​ ​ ​ ​ ​ ​ ​ 180.9 ​ ​ ​ Dividends declared ($ 0.21 per common share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 250.0 ) ​ ​ ​ ​ ​ ​ ​ ( 250.0 ) ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ 45.5 ​ ​ ​ ​ ​ ​ 45.5 ​ ​ ​ Balance as of June 30, 2023 1,193.4 $ 1.2 ( 1.5 ) $ ( 49.6 ) $ 2,859.8 $ 5,294.8 $ ( 592.5 ) $ 57.2 $ 7,570.9 ​ $ 21.4 (1) Excludes redeemable noncontrolling interests. ​ ​ Stock Repurchase Programs ​ On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $ 2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program became effective on April 29, 2024. During the three months ended June 30, 2024, the Company repurchased 1.8 million shares of its Common Stock for $ 118.6 under the 2024 Stock Repurchase Program. All of the repurchased shares under the 2024 Stock Repurchase Program during the three months ended June 30, 2024 have been retired by the Company. From July 1, 2024 to July 23, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $ 39.9 , and, as of July 24, 2024, the Company has remaining authorization to purchase up to $ 1,841.6 of its Common Stock under the 2024 Stock Repurchase Program. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock. ​ On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $ 2,000.0 of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three and six months ended June 30, 2024, the Company repurchased 1.3 million and 4.1 million shares of its Common Stock for $ 71.8 and $ 225.6 , respectively, under the 2021 Stock Repurchase Program, which were the final repurchases under the 2021 Stock Repurchase Program. All of the repurchased shares under the 2021 Stock Repurchase Program during the first six months of 2024 have been retired by the Company. During the three and six months ended June 30, 2023, the Company repurchased 4.0 million and 8.2 million shares of its Common Stock for $ 153.6 and $ 320.5 , respectively, under the 2021 Stock Repurchase Program. All of the repurchased shares during the first six months of 2023 were retired by the Company. ​ 16 Table of Contents Dividends ​ Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock. The following table summarizes the dividends declared and paid during the three and six months ended June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ Dividends declared ​ $ 132.4 ​ $ 125.1 ​ $ 264.5 ​ $ 250.0 ​ Dividends paid (including those declared in the prior year) ​ 132.1 ​ 125.0 ​ 263.8 ​ 249.9 ​ ​ On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.105 per share to $ 0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional increase to the Company’s quarterly dividend rate from $ 0.11 per share to $ 0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board. ​ Note 8—Stock-Based Compensation ​ For the three months ended June 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 26.6 and $ 23.8 , respectively. In addition, for the three months ended June 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 33.7 and $ 14.2 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the three months ended June 30, 2024 and 2023 include excess tax benefits of $ 30.9 and $ 11.9 , respectively, from option exercises. ​ For the six months ended June 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 50.4 and $ 45.5 , respectively. In addition, for the six months ended June 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 65.8 and $ 33.5 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the six months ended June 30, 2024 and 2023 include excess tax benefits of $ 60.6 and $ 29.0 , respectively, from option exercises. ​ The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises. ​ Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. ​ Stock Options ​ In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 120,000,000 shares. In March 2021, the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuance under the plan by 80,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021. As of June 30, 2024, there were 55,119,737 shares of 17 Table of Contents 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 10 years from the date of grant. ​ Stock option activity for the three and six months ended June 30, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ ​ Weighted ​ Remaining ​ Intrinsic ​ ​ ​ Average ​ Contractual ​ Value ​ ​ Options Exercise Price Term (in years) (in millions) Options outstanding at January 1, 2024 120,780,324 ​ $ 25.23 5.81 ​ $ 2,939.5 ​ Options granted 116,062 ​ 45.36 ​ ​ ​ ​ ​ ​ Options exercised ( 6,312,850 ) ​ 18.64 ​ ​ ​ ​ ​ ​ Options forfeited ( 86,274 ) ​ 32.51 ​ ​ ​ ​ ​ ​ Options outstanding at March 31, 2024 114,497,262 ​ ​ 25.61 ​ 5.69 ​ ​ 3,671.9 ​ Options granted 7,700,731 ​ 65.95 ​ ​ ​ ​ ​ ​ Options exercised ( 5,567,231 ) ​ 20.95 ​ ​ ​ ​ ​ ​ Options forfeited ( 289,042 ) ​ 33.73 ​ ​ ​ ​ ​ ​ Options outstanding at June 30, 2024 116,341,720 ​ $ 28.48 5.81 ​ $ 4,524.7 ​ Vested and non-vested options expected to vest at June 30, 2024 113,269,255 ​ $ 28.11 5.74 ​ $ 4,446.7 ​ Exercisable options at June 30, 2024 80,614,167 ​ $ 23.12 4.76 ​ $ 3,566.9 ​ ​ A summary of the status of the Company’s non-vested options as of June 30, 2024 and changes during the three and six months then ended is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Fair Value at ​ ​ ​ Options ​ Grant Date Non-vested options at January 1, 2024 45,047,962 ​ $ 7.28 ​ Options granted 116,062 ​ 13.18 ​ Options vested ( 293,452 ) ​ 7.89 ​ Options forfeited ( 73,050 ) ​ 8.86 ​ Non-vested options at March 31, 2024 44,797,522 ​ ​ 7.29 ​ Options granted 7,700,731 ​ 19.42 ​ Options vested ( 16,481,658 ) ​ 5.80 ​ Options forfeited ( 289,042 ) ​ 7.99 ​ Non-vested options at June 30, 2024 35,727,553 ​ $ 10.59 ​ ​ During the three and six months ended June 30, 2024 and 2023, the following activity occurred under the Company’s option plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ Total intrinsic value of stock options exercised ​ $ 245.8 ​ $ 113.9 ​ $ 461.6 ​ $ 239.5 ​ Total fair value of stock options vested ​ 95.6 ​ 86.3 ​ 97.9 ​ 88.6 ​ ​ As of June 30, 2024, the total compensation cost related to non-vested options not yet recognized was approximately $ 338.4 with a weighted average expected amortization period of 3.75 years. ​ 18 Table of Contents The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate. ​ Restricted Stock ​ On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan. As of June 30, 2024, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 478,160 . Restricted shares granted under the 2024 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 2024 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment. ​ Restricted share activity for the three and six months ended June 30, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ Restricted ​ Fair Value at ​ Amortization ​ ​ Shares Grant Date Term (in years) Restricted shares outstanding at January 1, 2024 — ​ $ — ​ ​ ​ Restricted shares granted — ​ — ​ ​ ​ Restricted shares outstanding at March 31, 2024 — ​ ​ — ​ ​ Restricted shares granted 21,840 ​ 65.96 ​ ​ ​ Restricted shares outstanding at June 30, 2024 21,840 ​ $ 65.96 0.87 ​ ​ As of June 30, 2024, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 1.3 (with a weighted average expected amortization period of 0.87 years). ​ Phantom Stock ​ On June 5, 2023, the Company granted 4,750 shares of phantom stock to each then-current non-employee director ( 38,000 shares in the aggregate). On May 15, 2024, these previously granted shares of phantom stock vested in accordance with their terms, and, pursuant to written elections made by each non-employee director, converted into unrestricted shares of the Company’s Common Stock. The total compensation cost associated with these vested shares of phantom stock was $ 1.5 . As of June 30, 2024, no additional shares of phantom stock are outstanding and the Company does no t expect to grant any additional shares of phantom stock. ​ Note 9—Earnings Per Share ​ Basic earnings per common share (“EPS”) is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options. The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which 19 Table of Contents were used to calculate the earnings per share (basic and diluted) for the three and six months ended June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ (dollars and shares in millions, except per share data) 2024 2023 2024 2023 Net income attributable to Amphenol Corporation stockholders ​ $ 524.8 ​ $ 460.5 ​ $ 1,073.5 ​ $ 899.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding — Basic ​ 1,202.3 ​ 1,189.9 ​ 1,201.2 ​ 1,190.0 ​ Effect of dilutive stock options ​ 62.6 ​ 46.6 ​ 59.2 ​ 48.1 ​ Weighted average common shares outstanding — Diluted ​ 1,264.9 ​ 1,236.5 ​ 1,260.4 ​ 1,238.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Basic ​ $ 0.44 ​ $ 0.39 ​ $ 0.89 ​ $ 0.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Amphenol Corporation per common share — Diluted ​ $ 0.41 ​ $ 0.37 ​ $ 0.85 ​ $ 0.73 ​ ​ ​ Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 3.9 million and 20.1 million for the three months ended June 30, 2024 and 2023, respectively. Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 2.3 million and 17.5 million for the six months ended June 30, 2024 and 2023, respectively. ​ Note 10—Benefit Plans and Other Postretirement Benefits ​ The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S. Plans”), which cover certain U.S. employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company. The U.S. Plans’ benefits are generally based on years of service and compensation and are generally noncontributory. The Company has an unfunded Supplemental Employee Retirement Plan (“SERP”), a defined benefit pension plan, 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. The majority of U.S. employees are not covered by the U.S. Plans and are instead covered by various defined contribution plans. Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S. Plans and SERP, the “Plans”). ​ The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans for the three and six months ended June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ 2024 2023 2024 2023 Service cost $ 0.8 ​ $ 1.8 ​ $ 1.8 ​ $ 3.7 Interest cost ​ 6.0 ​ 6.5 ​ 12.0 ​ 13.0 Expected return on plan assets ​ ( 7.2 ) ​ ( 7.3 ) ​ ( 14.3 ) ​ ( 14.6 ) Amortization of prior service cost ​ 0.3 ​ 0.5 ​ 0.6 ​ 0.9 Amortization of net actuarial losses ​ 0.7 ​ 0.5 ​ 1.7 ​ 1.1 Net pension expense $ 0.6 ​ $ 2.0 ​ $ 1.8 ​ $ 4.1 ​ There is no current requirement for cash contributions to any of the U.S. Plans, and the Company plans to evaluate annually, based on actuarial calculations and the investment performance of the Plans’ assets, the timing and amount of cash contributions in the future, if any. ​ 20 Table of Contents The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. The Company matches employee contributions to the U.S. defined contribution plans up to a maximum of 7 % of eligible compensation. During both the six months ended June 30, 2024 and 2023, the Company provided matching contributions to the U.S. defined contribution plans of approximately $ 13.1 . ​ Note 11—Acquisitions ​ 2024 Acquisitions ​ During the three and six months ended June 30, 2024, the Company completed two acquisitions, including the acquisition of CIT (collectively, the “2024 Acquisitions”), for approximately $ 2,099.8 , net of cash acquired. Both acquisitions have been included in the Harsh Environment Solutions segment. The 2024 Acquisitions were each funded using cash on hand, proceeds from the New Senior Notes or borrowings under the U.S. Commercial Paper Program, or a combination thereof. The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for each of the 2024 Acquisitions. Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of June 30, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments. The operating results of the 2024 Acquisitions were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, have not been presented, since the 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ Acquisition of Carlisle Interconnect Technologies (“CIT”) ​ On May 21, 2024, the Company completed the acquisition of CIT for approximately $ 1,995.3 , net of cash acquired and subject to customary post-closing adjustments. The Company funded the CIT acquisition through a combination of net proceeds from the New Senior Notes, as discussed in Note 4 herein, together with borrowings under the U.S. Commercial Paper Program and cash on hand. 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. CIT has been included in the Harsh Environment Solutions segment. ​ As of June 30, 2024, the CIT acquisition resulted in the recognition of $ 1,111.6 of goodwill and $ 540.1 of definite-lived intangible assets, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed. Of the acquired definite-lived intangible assets, approximately $ 486.2 and $ 53.9 were assigned to customer relationships and acquired backlog, respectively. The acquired customer relationships and acquired backlog have a weighted average useful life of approximately 15 years and 0.4 years, respectively. These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows. 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 none of the goodwill recognized from the CIT acquisition will be deductible for tax purposes. ​ During the three and six months ended June 30, 2024, the Company incurred $ 70.0 ($ 59.9 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2024 Acquisitions, as well as the amortization related to the value associated with acquired backlog and certain non-cash purchase accounting costs resulting from the CIT acquisition. ​ 21 Table of Contents 2023 Acquisitions ​ 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 three and six months ended June 30, 2023, which was recorded separately in the Company’s Condensed Consolidated Statements of Income. ​ As of June 30, 2024, the 2023 Acquisitions resulted in the recognition of $ 664.9 of goodwill and $ 153.2 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 12 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 $ 165 of the goodwill recognized from the 2023 Acquisitions will be deductible for tax purposes. ​ The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for two of the 2023 Acquisitions, and their final assessments of values did not differ materially from their previous preliminary assessments. The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for each of the other 2023 Acquisitions. Since the current purchase price allocations for such other acquisitions are based on preliminary assessments made by management as of June 30, 2024, 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 were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition. Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. ​ During the three months ended June 30, 2023, the Company incurred $ 4.0 ($ 3.8 after-tax) of acquisition-related expenses, comprised of external transaction costs related to acquisitions. During the six months ended June 30, 2023, the Company incurred $ 9.4 ($ 7.8 after-tax) of acquisition-related expenses, comprised of the amortization related to the value associated with acquired backlog resulting from an acquisition that closed in the first quarter of 2023, as well as the external transaction costs incurred in the second quarter of 2023. Such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income. ​ 22 Table of Contents Note 12—Goodwill and Other Intangible Assets ​ The changes in the carrying amount of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ Interconnect ​ ​ ​ ​ Environment ​ Communications ​ and Sensor ​ ​ ​ ​ ​ Solutions ​ Solutions ​ Systems ​ Total Goodwill at December 31, 2023 ​ $ 2,009.3 ​ $ 2,977.5 ​ $ 2,105.6 ​ $ 7,092.4 ​ Acquisition-related ​ 1,174.2 ​ 4.1 ​ 49.6 ​ 1,227.9 ​ Foreign currency translation ​ ( 12.5 ) ​ ( 13.7 ) ​ ( 32.3 ) ​ ( 58.5 ) ​ Goodwill at June 30, 2024 ​ $ 3,171.0 ​ $ 2,967.9 ​ $ 2,122.9 ​ $ 8,261.8 ​ ​ The increase in goodwill during the first six months of 2024 was primarily driven by goodwill recognized from the 2024 Acquisitions, in particular, the CIT acquisition, which was partially offset by foreign currency translation. ​ Other than goodwill noted above, the Company’s intangible assets as of June 30, 2024 and December 31, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ December 31, 2023 ​ Weighted ​ Gross ​ Net Gross ​ Net ​ Average ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ Life (years) ​ Amount ​ Amortization ​ Amount ​ Amount ​ Amortization ​ Amount Customer relationships 12 ​ $ 1,289.3 ​ $ 479.3 ​ $ 810.0 ​ $ 782.6 ​ $ 450.6 ​ $ 332.0 Proprietary technology 13 ​ 350.7 ​ 158.4 ​ ​ 192.3 ​ 365.1 ​ 146.1 ​ ​ 219.0 Backlog and other 1 ​ 153.2 ​ 115.9 ​ ​ 37.3 ​ 114.1 ​ 99.4 ​ ​ 14.7 Total intangible assets (definite-lived) 11 ​ ​ 1,793.2 ​ ​ 753.6 ​ ​ 1,039.6 ​ ​ 1,261.8 ​ ​ 696.1 ​ ​ 565.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trade names (indefinite-lived) ​ ​ ​ 269.1 ​ ​ ​ ​ ​ 269.1 ​ ​ 269.1 ​ ​ ​ ​ ​ 269.1 ​ ​ ​ $ 2,062.3 ​ $ 753.6 ​ $ 1,308.7 ​ $ 1,530.9 ​ $ 696.1 ​ $ 834.8 ​ The increase in the gross carrying amount of intangible assets in the first six months of 2024 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023. Amortization expense for the three months ended June 30, 2024 and 2023 was approximately $ 40.4 and $ 18.1 , respectively. Amortization expense for the six months ended June 30, 2024 and 2023 was approximately $ 60.8 and $ 41.2 , respectively. Amortization expense for the three and six months ended June 30, 2024 includes $ 16.6 related to the amortization of acquired backlog resulting from the CIT acquisition. Amortization expense for the six months ended June 30, 2023 included $ 5.4 related to the amortization of acquired backlog resulting from an acquisition that closed in the first quarter of 2023. As of June 30, 2024, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2024 is approximately $ 92.5 (which includes the currently expected remaining amortization of acquired backlog resulting from the CIT acquisition) and for each of the next five fiscal years is approximately $ 103.0 in 2025, $ 101.4 in 2026, $ 94.7 in 2027, $ 87.3 in 2028 and $ 76.7 in 2029. ​ Note 13—Reportable Business Segments ​ 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 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. ​ 23 Table of Contents ● 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. ​ 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. The Company has three segment managers to lead their respective reportable business segments, each reporting directly to the Chief Executive Officer. The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the Notes to Consolidated Financial Statements in the 2023 Annual Report. The Company evaluates the performance of the segments and allocates resources to each of them based on, among other things, profit or loss from operations before certain corporate and other related items such as interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses. The Company also incurs general corporate expenses and costs which are not allocated to the reportable business segments but have been included in “Corporate / Other” in the following tables for reconciliation purposes. Assets are reviewed by the CODM on a consolidated basis and therefore are not presented by reportable business segment. ​ Net sales by segment for the three and six months ended June 30, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ External ​ Intersegment Three Months Ended June 30, ​ 2024 ​ 2023 ​ 2024 ​ 2023 Harsh Environment Solutions $ 1,046.0 ​ $ 888.9 ​ $ 21.9 ​ $ 24.0 Communications Solutions ​ ​ 1,444.6 ​ ​ 1,161.6 ​ ​ 13.4 ​ ​ 12.1 Interconnect and Sensor Systems ​ ​ 1,119.1 ​ ​ 1,003.4 ​ ​ 6.4 ​ ​ 4.3 Consolidated Net sales ​ $ 3,609.7 ​ $ 3,053.9 ​ $ 41.7 ​ $ 40.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions $ 1,962.0 ​ $ 1,743.1 ​ $ 41.5 ​ $ 47.8 Communications Solutions ​ ​ 2,710.3 ​ ​ 2,288.4 ​ ​ 24.6 ​ ​ 26.0 Interconnect and Sensor Systems ​ ​ 2,193.7 ​ ​ 1,996.5 ​ ​ 11.4 ​ ​ 9.4 Consolidated Net sales ​ $ 6,866.0 ​ $ 6,028.0 ​ $ 77.5 ​ $ 83.2 ​ 24 Table of Contents Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Segment operating income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh Environment Solutions ​ $ 259.6 ​ $ 240.3 ​ $ 504.1 ​ $ 466.6 Communications Solutions ​ ​ 350.6 ​ ​ 238.5 ​ ​ 636.8 ​ ​ 469.1 Interconnect and Sensor Systems ​ ​ 203.3 ​ ​ 185.9 ​ ​ 398.7 ​ ​ 364.7 Total segment operating income ​ ​ 813.5 ​ ​ 664.7 ​ ​ 1,539.6 ​ ​ 1,300.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate / Other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ ( 26.6 ) ​ ​ ( 23.8 ) ​ ​ ( 50.4 ) ​ ​ ( 45.5 ) Acquisition-related expenses ​ ​ ( 70.0 ) ​ ​ ( 4.0 ) ​ ​ ( 70.0 ) ​ ​ ( 9.4 ) Other operating expenses ​ ​ ( 18.1 ) ​ ​ ( 17.0 ) ​ ​ ( 35.5 ) ​ ​ ( 33.9 ) Interest expense ​ ​ ( 56.3 ) ​ ​ ( 35.0 ) ​ ​ ( 94.4 ) ​ ​ ( 71.0 ) Gain on bargain purchase acquisition ​ ​ — ​ ​ 5.4 ​ ​ — ​ ​ 5.4 Other income (expense), net ​ ​ 21.3 ​ ​ 5.6 ​ ​ 37.3 ​ ​ 9.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ $ 663.8 ​ $ 595.9 ​ $ 1,326.6 ​ $ 1,155.8 ​ Depreciation and amortization expense by segment for the three and six months ended June 30, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Harsh Environment Solutions $ 46.0 ​ $ 19.8 ​ $ 68.7 ​ $ 44.3 Communications Solutions ​ ​ 41.2 ​ ​ 40.6 ​ ​ 86.3 ​ ​ 79.8 Interconnect and Sensor Systems ​ ​ 34.0 ​ ​ 31.8 ​ ​ 67.9 ​ ​ 62.8 Corporate / Other ​ ​ 2.4 ​ ​ 1.9 ​ ​ 4.5 ​ ​ 3.5 Total ​ $ 123.6 ​ $ 94.1 ​ $ 227.4 ​ $ 190.4 ​ ​ For the three and six months ended June 30, 2024, depreciation and amortization expense for the Harsh Environment Solutions segment includes $ 16.6 related to the amortization of acquired backlog resulting from the CIT acquisition, while for the six months ended June 30, 2023, depreciation and amortization expense for the Harsh Environment Solutions segment included $ 5.4 related to the amortization of acquired backlog resulting from an acquisition that closed in the first quarter of 2023. ​ ​ Note 14—Revenue Recognition ​ Revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. For the three and six months ended June 30, 2024 and 2023, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination. Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of June 30, 2024 and December 31, 2023. These amounts are recorded in the accompanying 25 Table of Contents Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of June 30, 2024 and December 31, 2023. ​ The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are fulfilled within one year . Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of June 30, 2024. ​ While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2024 and December 31, 2023, and related warranty expense for the three and six months ended June 30, 2024 and 2023, have not been and were not material in the accompanying Condensed Consolidated Financial Statements. ​ Disaggregation of Net Sales ​ The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ ​ ​ ​ ​ ​ ​ Environment ​ Communications ​ Interconnect and ​ Total Reportable ​ ​ Solutions ​ Solutions ​ Sensor Systems ​ Business Segments Three Months Ended June 30, 2024 2023 2024 2023 2024 2023 ​ 2024 2023 Net sales by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ End customers and contract manufacturers ​ $ 746.8 $ 651.5 $ 1,130.0 $ 920.3 $ 1,075.6 $ 960.8 ​ $ 2,952.4 $ 2,532.6 Distributors and resellers ​ 299.2 ​ 237.4 ​ 314.6 ​ 241.3 ​ 43.5 ​ 42.6 ​ 657.3 ​ 521.3 ​ ​ $ 1,046.0 ​ $ 888.9 ​ $ 1,444.6 ​ $ 1,161.6 ​ $ 1,119.1 ​ $ 1,003.4 ​ $ 3,609.7 ​ $ 3,053.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 567.8 ​ $ 453.3 ​ $ 363.8 ​ $ 347.0 ​ $ 324.4 ​ $ 296.7 ​ $ 1,256.0 ​ $ 1,097.0 China ​ 97.4 ​ 89.8 ​ 416.8 ​ 385.2 ​ 244.0 ​ 192.6 ​ ​ 758.2 ​ ​ 667.6 Other foreign locations ​ 380.8 ​ 345.8 ​ 664.0 ​ 429.4 ​ 550.7 ​ 514.1 ​ 1,595.5 ​ ​ 1,289.3 ​ ​ $ 1,046.0 ​ $ 888.9 ​ $ 1,444.6 ​ $ 1,161.6 ​ $ 1,119.1 ​ $ 1,003.4 ​ $ 3,609.7 ​ $ 3,053.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Harsh ​ ​ ​ ​ ​ ​ ​ ​ Environment ​ Communications ​ Interconnect and ​ Total Reportable ​ ​ Solutions ​ Solutions ​ Sensor Systems ​ Business Segments Six Months Ended June 30, 2024 2023 2024 2023 2024 2023 ​ 2024 2023 Net sales by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ End customers and contract manufacturers ​ $ 1,422.0 $ 1,275.3 $ 2,121.0 $ 1,811.1 $ 2,107.6 $ 1,911.3 ​ $ 5,650.6 $ 4,997.7 Distributors and resellers ​ 540.0 ​ 467.8 ​ 589.3 ​ 477.3 ​ 86.1 ​ 85.2 ​ 1,215.4 ​ 1,030.3 ​ ​ $ 1,962.0 ​ $ 1,743.1 ​ $ 2,710.3 ​ $ 2,288.4 ​ $ 2,193.7 ​ $ 1,996.5 ​ $ 6,866.0 ​ $ 6,028.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 1,022.8 ​ $ 872.1 ​ $ 710.5 ​ $ 683.3 ​ $ 635.8 ​ $ 593.9 ​ $ 2,369.1 ​ $ 2,149.3 China ​ 178.4 ​ 176.1 ​ 791.0 ​ 735.2 ​ 459.2 ​ 375.5 ​ ​ 1,428.6 ​ ​ 1,286.8 Other foreign locations ​ 760.8 ​ 694.9 ​ 1,208.8 ​ 869.9 ​ 1,098.7 ​ 1,027.1 ​ 3,068.3 ​ ​ 2,591.9 ​ ​ $ 1,962.0 ​ $ 1,743.1 ​ $ 2,710.3 ​ $ 2,288.4 ​ $ 2,193.7 ​ $ 1,996.5 ​ $ 6,866.0 ​ $ 6,028.0 26 Table of Contents ​ Net sales by geographic area are based on the customer location to which the product is shipped. It is impracticable to disclose net sales by product or group of products. ​ Note 15—Commitments and Contingencies ​ 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. ​ Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. ​ Note 16—Subsequent Events ​ On July 18, 2024, the Company entered into a Purchase Agreement by and between the Company and CommScope Holding Company, Inc. (“CommScope”), to acquire CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”), for an aggregate purchase price of approximately $ 2,100 in cash, subject to customary post-closing adjustments. The acquisition is expected to be completed in the first half of 2025, subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions. The Company expects to finance this acquisition through a combination of cash on hand and debt. The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems. The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks. If and when the acquisition is consummated, the Company expects to report the Mobile Networks Business within its Communications Solutions segment . 27 Table of Contents ​ ​ ​ ​ ​ ​