Amphenol Corp 10-Q for FY2023 Q2

Amphenol Corp /De/ (APH)

10-Q 2023-07-28 For: 2023-06-30

Added on April 09, 2026

About this 10-Q

Amphenol Corp filed this 10-Q on July 28, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.05B; down 2.6% from $3.14B a year earlier
Net income: $460.5M; down 2.5% from net income of $472.5M a year earlier
Diluted EPS: $0.74; down 2.6% from $0.76 a year earlier

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☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended June 30, 2023 OR

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Delaware	22-2785165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	APH	New York Stock Exchange


Large Accelerated Filer ☒	Accelerated Filer ☐

Non-accelerated Filer ☐	Smaller Reporting Company ☐
	Emerging Growth Company ☐

		Page

Part I	Financial Information

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	2

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022	3

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	4

	Condensed Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2023 and 2022	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

Part II	Other Information

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

Signature		44


	June 30,		December 31,
	2023		2022
ASSETS
Current Assets:
Cash and cash equivalents	$	1,325.1	$	1,373.1
Short-term investments		177.9		61.1
Total cash, cash equivalents and short-term investments		1,503.0		1,434.2
Accounts receivable, less allowance for doubtful accounts of $65.0 and $63.9, respectively		2,443.5		2,631.3
Inventories		1,997.8		2,093.6
Prepaid expenses and other current assets		377.0		320.0
Total current assets		6,321.3		6,479.1

Property, plant and equipment, less accumulated depreciation of $2,112.2 and $2,019.3, respectively		1,258.9		1,204.3
Goodwill		6,518.6		6,446.1
Other intangible assets, net		723.5		734.1
Other long-term assets		415.6		462.6
Total Assets	$	15,237.9	$	15,326.2

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
Current Liabilities:
Accounts payable	$	1,116.8	$	1,309.1
Accrued salaries, wages and employee benefits		336.4		416.7
Accrued income taxes		100.1		169.5
Accrued dividends		125.1		124.9
Other accrued expenses		679.5		653.2
Current portion of long-term debt		351.8		2.7
Total current liabilities		2,709.7		2,676.1

Long-term debt, less current portion		3,967.4		4,575.0
Accrued pension and postretirement benefit obligations		132.9		127.9
Deferred income taxes		407.3		409.8
Other long-term liabilities		428.3		443.3
Total Liabilities		7,645.6		8,232.1

Redeemable noncontrolling interest		21.4		20.6

Equity:
Common stock		0.6		0.6
Additional paid-in capital		2,860.4		2,650.4
Retained earnings		5,294.8		4,979.4
Treasury stock, at cost		(49.6)		(79.8)
Accumulated other comprehensive loss		(592.5)		(535.0)
Total stockholders’ equity attributable to Amphenol Corporation		7,513.7		7,015.6

Noncontrolling interests		57.2		57.9
Total Equity		7,570.9		7,073.5
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	15,237.9	$	15,326.2


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net sales	$	3,053.9	$	3,136.8	$	6,028.0	$	6,088.6
Cost of sales		2,062.2		2,132.6		4,092.9		4,157.9
Gross profit		991.7		1,004.2		1,935.1		1,930.7
Acquisition-related expenses		4.0		—		9.4		—
Selling, general and administrative expenses		367.8		355.4		714.1		692.1
Operating income		619.9		648.8		1,211.6		1,238.6

Interest expense		(35.0)		(30.5)		(71.0)		(58.6)
Gain on bargain purchase acquisition		5.4		—		5.4		—
Other income (expense), net		5.6		2.3		9.8		4.0
Income before income taxes		595.9		620.6		1,155.8		1,184.0
Provision for income taxes		(130.6)		(144.5)		(247.8)		(278.7)
Net income		465.3		476.1		908.0		905.3
Less: Net income attributable to noncontrolling interests		(4.8)		(3.6)		(8.3)		(7.1)
Net income attributable to Amphenol Corporation	$	460.5	$	472.5	$	899.7	$	898.2

Net income attributable to Amphenol Corporation per common share — Basic	$	0.77	$	0.79	$	1.51	$	1.50

Weighted average common shares outstanding — Basic		595.0		596.2		595.0		597.3

Net income attributable to Amphenol Corporation per common share — Diluted	$	0.74	$	0.76	$	1.45	$	1.44

Weighted average common shares outstanding — Diluted		618.2		619.7		619.1		622.6


	Six Months Ended June 30,
	2023		2022
Cash from operating activities:
Net income	$	908.0	$	905.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		190.4		182.0
Stock-based compensation expense		45.5		40.6
Deferred income tax (benefit) provision		(5.4)		18.5
Gain on bargain purchase acquisition		(5.4)		—
Net change in components of working capital		(57.7)		(229.3)
Net change in other long-term assets and liabilities		(6.6)		(23.8)
Net cash provided by operating activities		1,068.8		893.3

Cash from investing activities:
Capital expenditures		(193.1)		(169.2)
Proceeds from disposals of property, plant and equipment		1.6		2.8
Purchases of investments		(139.2)		(203.3)
Sales and maturities of investments		63.8		67.4
Acquisitions, net of cash acquired		(113.2)		(74.5)
Other, net		5.0		(0.5)
Net cash used in investing activities		(375.1)		(377.3)

Cash from financing activities:
Proceeds from issuance of senior notes and other long-term debt		351.8		1.7
Repayments of senior notes and other long-term debt		(7.1)		(4.9)
Proceeds from short-term borrowings		—		44.9
Repayments of short-term borrowings		—		(20.1)
(Repayments) borrowings under commercial paper programs, net		(632.6)		130.7
Payment of costs related to debt financing		(2.3)		(0.4)
Purchase of treasury stock		(320.5)		(389.9)
Proceeds from exercise of stock options		163.1		42.2
Distributions to and purchases of noncontrolling interests		(6.5)		(4.0)
Dividend payments		(249.9)		(239.3)
Net cash used in financing activities		(704.0)		(439.1)

Effect of exchange rate changes on cash and cash equivalents		(37.7)		(58.8)

Net (decrease) increase in cash and cash equivalents		(48.0)		18.1
Cash and cash equivalents balance, beginning of period		1,373.1		1,197.1

Cash and cash equivalents balance, end of period	$	1,325.1	$	1,215.2

Cash paid for:
Interest	$	60.3	$	53.4
Income taxes, net		324.4		247.4


	June 30, 2023				December 31, 2022
	Carrying		Approximate		Carrying		Approximate
	Amount		Fair Value		Amount		Fair Value
Revolving Credit Facility	$	—	$	—	$	—	$	—
U.S. Commercial Paper Program		—		—		632.8		632.8
Euro Commercial Paper Program		—		—		—		—
Term Loan Credit Facility		—		—		—		—
3.20% Senior Notes due April 2024		350.0		343.2		349.9		342.7
2.050% Senior Notes due March 2025		399.8		377.4		399.7		376.3
4.750% Senior Notes due March 2026		348.9		345.1		—		—
0.750% Euro Senior Notes due May 2026		544.3		497.9		533.4		491.7
2.000% Euro Senior Notes due October 2028		544.1		501.2		533.2		491.5
4.350% Senior Notes due June 2029		499.7		483.5		499.7		477.7
2.800% Senior Notes due February 2030		899.5		786.0		899.5		769.2
2.200% Senior Notes due September 2031		747.7		609.8		747.6		596.2
Other debt		9.7		9.7		6.9		6.9
Less: unamortized deferred debt issuance costs		(24.5)		—		(25.0)		—
Total debt		4,319.2		3,953.8		4,577.7		4,185.0
Less: current portion		351.8		345.0		2.7		2.7
Total long-term debt	$	3,967.4	$	3,608.8	$	4,575.0	$	4,182.3


	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, 2023:
Short-term investments	$	177.9	$	—	$	177.9	$	—
Long-term investments		0.8		—		0.8		—
Forward contracts		(0.3)		—		(0.3)		—
Redeemable noncontrolling interest		(21.4)		—		—		(21.4)
Total	$	157.0	$	—	$	178.4	$	(21.4)

December 31, 2022:
Short-term investments	$	61.1	$	—	$	61.1	$	—
Long-term investments		50.8		—		50.8		—
Forward contracts		1.5		—		1.5		—
Redeemable noncontrolling interest		(20.6)		—		—		(20.6)
Total	$	92.8	$	—	$	113.4	$	(20.6)


	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		Interest

Balance as of March 31, 2023	596.3	$	0.6	(1.0)	$	(69.7)	$	2,748.5	$	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				(2.0)		(153.6)										(153.6)
Retirement of treasury stock	(2.0)		—	2.0		153.6				(153.6)						—
Stock options exercised	2.4		—	0.3		20.1		88.1		(8.3)						99.9
Dividends declared ($0.21 per common share)										(125.1)						(125.1)
Stock-based compensation expense								23.8								23.8
Balance as of June 30, 2023	596.7	$	0.6	(0.7)	$	(49.6)	$	2,860.4	$	5,294.8	$	(592.5)	$	57.2	$	7,570.9	$	21.4


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Dividends declared	$	125.1	$	119.1	$	250.0	$	238.6
Dividends paid (including those declared in the prior year)		125.0		119.5		249.9		239.3


				Weighted
				Average	Aggregate
		Weighted		Remaining	Intrinsic
		Average		Contractual	Value
	Options	Exercise Price		Term (in years)	(in millions)
Options outstanding at January 1, 2023	66,135,037	$	45.57	6.03	$	2,027.2
Options granted	29,900		79.74
Options exercised	(2,568,529)		31.58
Options forfeited	(58,420)		53.54
Options outstanding at March 31, 2023	63,537,988		46.14	5.89		1,911.4
Options granted	5,909,147		75.80
Options exercised	(2,678,572)		37.26
Options forfeited	(284,616)		54.97
Options outstanding at June 30, 2023	66,483,947	$	49.10	6.07	$	2,384.3
Vested and non-vested options expected to vest at June 30, 2023	64,311,102	$	48.68	6.00	$	2,333.2
Exercisable options at June 30, 2023	43,722,624	$	41.85	4.95	$	1,884.7


		Weighted
		Average
		Fair Value at
	Options	Grant Date
Non-vested options at January 1, 2023	26,721,012	$	11.04
Options granted	29,900		20.87
Options vested	(150,468)		15.32
Options forfeited	(58,420)		10.45
Non-vested options at March 31, 2023	26,542,024		11.03
Options granted	5,909,147		21.36
Options vested	(9,421,232)		9.15
Options forfeited	(268,616)		11.13
Non-vested options at June 30, 2023	22,761,323	$	14.48


	Three Months Ended June 30,				Six Months Ended June 30,
(dollars and shares in millions, except per share data)	2023		2022		2023		2022
Net income attributable to Amphenol Corporation stockholders	$	460.5	$	472.5	$	899.7	$	898.2

Weighted average common shares outstanding — Basic		595.0		596.2		595.0		597.3
Effect of dilutive stock options		23.2		23.5		24.1		25.3
Weighted average common shares outstanding — Diluted		618.2		619.7		619.1		622.6

Net income attributable to Amphenol Corporation per common share — Basic	$	0.77	$	0.79	$	1.51	$	1.50

Net income attributable to Amphenol Corporation per common share — Diluted	$	0.74	$	0.76	$	1.45	$	1.44


	June 30,		December 31,
	2023		2022
Raw materials and supplies	$	926.1	$	929.9
Work in process		553.6		556.0
Finished goods		518.1		607.7
	$	1,997.8	$	2,093.6


	Harsh				Interconnect
	Environment		Communications		and Sensor
	Solutions		Solutions		Systems		Total
Goodwill at December 31, 2022	$	1,667.1	$	2,908.1	$	1,870.9	$	6,446.1
Acquisition-related		65.3		—		(0.5)		64.8
Foreign currency translation		1.8		(6.1)		12.0		7.7
Goodwill at June 30, 2023	$	1,734.2	$	2,902.0	$	1,882.4	$	6,518.6


	June 30, 2023							December 31, 2022
	Weighted	Gross				Net		Gross				Net
	Average	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Life (years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Customer relationships	10	$	701.6	$	422.5	$	279.1	$	677.0	$	398.3	$	278.7
Proprietary technology	13		310.0		134.8		175.2		310.0		123.8		186.2
Backlog and other	1		92.4		92.3		0.1		86.9		86.8		0.1
Total intangible assets (definite-lived)	10		1,104.0		649.6		454.4		1,073.9		608.9		465.0

Trade names (indefinite-lived)			269.1				269.1		269.1				269.1
		$	1,373.1	$	649.6	$	723.5	$	1,343.0	$	608.9	$	734.1


	External				Intersegment
Three Months Ended June 30,	2023		2022		2023		2022
Harsh Environment Solutions	$	888.9	$	790.4	$	24.0	$	19.8
Communications Solutions		1,161.6		1,378.5		12.1		20.8
Interconnect and Sensor Systems		1,003.4		967.9		4.3		4.3
Consolidated Net sales	$	3,053.9	$	3,136.8	$	40.4	$	44.9

Six Months Ended June 30,
Harsh Environment Solutions	$	1,743.1	$	1,518.0	$	47.8	$	35.3
Communications Solutions		2,288.4		2,698.6		26.0		40.1
Interconnect and Sensor Systems		1,996.5		1,872.0		9.4		9.4
Consolidated Net sales	$	6,028.0	$	6,088.6	$	83.2	$	84.8


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS
	OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	(amounts in millions, except share and per share data, unless otherwise noted)


					Percentage Growth (relative to same prior year period) (1)


					Net sales		Foreign		Constant				Organic
					growth in		currency		Currency Net		Acquisition		Net Sales
					U.S. Dollars (2)		impact (3)		Sales Growth (4)		impact (5)		Growth (4)
Three Months Ended June 30,	2023		2022		(GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)		(non-GAAP)
Net sales by:
Segment:
Harsh Environment Solutions	$	888.9	$	790.4	12	%	—	%	13	%	4	%	9	%
Communications Solutions		1,161.6		1,378.5	(16)	%	(1)	%	(15)	%	1	%	(16)	%
Interconnect and Sensor Systems		1,003.4		967.9	4	%	(1)	%	4	%	3	%	1	%
Consolidated	$	3,053.9	$	3,136.8	(3)	%	(1)	%	(2)	%	2	%	(4)	%

Geography (6):
United States	$	1,097.0	$	1,041.6	5	%	—	%	5	%	6	%	—	%
Foreign		1,956.9		2,095.2	(7)	%	(1)	%	(6)	%	1	%	(6)	%
Consolidated	$	3,053.9	$	3,136.8	(3)	%	(1)	%	(2)	%	2	%	(4)	%

Six Months Ended June 30,
Net sales by:
Segment:
Harsh Environment Solutions	$	1,743.1	$	1,518.0	15	%	(1)	%	16	%	5	%	11	%
Communications Solutions		2,288.4		2,698.6	(15)	%	(1)	%	(14)	%	—	%	(14)	%
Interconnect and Sensor Systems		1,996.5		1,872.0	7	%	(2)	%	9	%	3	%	5	%
Consolidated	$	6,028.0	$	6,088.6	(1)	%	(1)	%	—	%	2	%	(2)	%

Geography (6):
United States	$	2,149.3	$	1,955.5	10	%	—	%	10	%	5	%	5	%
Foreign		3,878.7		4,133.1	(6)	%	(2)	%	(4)	%	1	%	(5)	%
Consolidated	$	6,028.0	$	6,088.6	(1)	%	(1)	%	—	%	2	%	(2)	%


Principal		Interest
Amount		Rate		Maturity
$	350.0	3.20	%	April 2024
	400.0	2.050	%	March 2025
	350.0	4.750	%	March 2026
	500.0	4.350	%	June 2029
	900.0	2.80	%	February 2030
	750.0	2.200	%	September 2031

€	500.0	0.750	%	May 2026 (Euro Notes)
	500.0	2.00	%	October 2028 (Euro Notes)


				Total Number of	Maximum Dollar
(dollars in millions, except price per share)				Shares Purchased as	Value of Shares
	Total Number	Average		Part of Publicly	that May Yet be
	of Shares	Price Paid		Announced Plans or	Purchased Under the
Period	Purchased	per Share		Programs	Plans or Programs
April 1 to April 30, 2023	600,200	$	78.10	600,200	$	597.8
May 1 to May 31, 2023	731,044		75.19	731,044		542.9
June 1 to June 30, 2023	651,712		79.35	651,712	$	491.1
Total	1,982,956	$	77.44	1,982,956


3.1	Restated Certificate of Incorporation of Amphenol Corporation, dated May 19, 2021 (filed as Exhibit 3.1 to the June 30, 2021 Form 10-Q).*
3.2	Amphenol Corporation, Fourth Amended and Restated By-laws dated February 7, 2022 (filed as Exhibit 3.2 to the December 31, 2021 Form 10-K).*
4.1	Indenture, dated as of November 5, 2009, between Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009).*
4.2	Indenture, dated as of October 8, 2018, between Amphenol Technologies Holding GmbH, Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on October 9, 2018).*
4.3	Indenture, dated as of May 4, 2020, between Amphenol Technologies Holding GmbH, Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on May 5, 2020).*
4.4	Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on March 16, 2023).*
4.5	Officer’s Certificate, dated April 5, 2017, establishing both the 2.200% Senior Notes due 2020 and the 3.200% Senior Notes due 2024 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on April 5, 2017).*
4.6	Officer’s Certificate, dated January 9, 2019, establishing the 4.350% Senior Notes due 2029 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on January 10, 2019).*
4.7	Officer’s Certificate, dated September 10, 2019, establishing the 2.800% Senior Notes due 2030 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 10, 2019).*
4.8	Officer’s Certificate, dated February 20, 2020, establishing the 2.050% Senior Notes due 2025 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on February 20, 2020).*
4.9	Officer’s Certificate, dated September 14, 2021, establishing the 2.200% Senior Notes due 2031 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on September 14, 2021).*
4.10	Officer’s Certificate, dated March 30, 2023, establishing the 4.750% Senior Notes due 2026 pursuant to the Indenture (filed as Exhibit 4.2 to the Form 8-K filed on March 30, 2023).*
4.11	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.9 to the December 31, 2022 Form 10-K).*
10.1	Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Stockholders, filed on April 12, 2021).†*
10.2	Form of 2017 Stock Option Agreement (filed as Exhibit 10.1 to the Form 8-K filed on May 19, 2017).†*
10.3	2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.7 to the June 30, 2009 Form 10-Q).†*
10.4	The First Amendment to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.2 to the Form 8-K filed on May 23, 2014).†*
10.5	Form of 2009 Non-Qualified Stock Option Grant Agreement dated as of May 20, 2009 (filed as Exhibit 10.8 to the June 30, 2009 Form 10-Q).†*
10.6	Form of 2009 Management Stockholders’ Agreement dated as of May 20, 2009 (filed as Exhibit 10.9 to the June 30, 2009 Form 10-Q).†*
10.7	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016 (filed as Exhibit 10.6 to the December 31, 2016 Form 10-K).†*
10.8	First Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated November 10, 2016 (filed as Exhibit 10.7 to the December 31, 2016 Form 10-K).†*
10.9	Second Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 1, 2016 (filed as Exhibit 10.8 to the December 31, 2016 Form 10-K).†*
10.10	Third Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 13, 2016 (filed as Exhibit 10.9 to the December 31, 2016 Form 10-K).†*
10.11	Fourth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated May 2, 2017 (filed as Exhibit 10.12 to the June 30, 2017 Form 10-Q).†*
10.12	Fifth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 29, 2018 (filed as Exhibit 10.12 to the December 31, 2018 Form 10-K).†*
10.13	Sixth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated October 4, 2019 (filed as Exhibit 10.13 to the December 31, 2019 Form 10-K).†*
10.14	Seventh Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 2, 2019 (filed as Exhibit 10.14 to the December 31, 2019 Form 10-K).†*

10.15	Eighth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 9, 2021 (filed as Exhibit 10.15 to the December 31, 2021 Form 10-K).†*
10.16	Ninth Amendment to Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2016, dated December 1, 2022 (filed as Exhibit 10.16 to the December 31, 2022 Form 10-K).†*
10.17	Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.24 to the December 31, 2008 Form 10-K).†*
10.18	First Amendment to the Amended and Restated Amphenol Corporation Supplemental Employee Retirement Plan, dated October 29, 2018 (filed as Exhibit 10.14 to the December 31, 2018 Form 10-K).†*
10.19	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 Form 10-K).†*
10.20	The 2012 Restricted Stock Plan for Directors of Amphenol Corporation dated May 24, 2012 (filed as Exhibit 10.15 to the June 30, 2012 Form 10-Q).†*
10.21	2012 Restricted Stock Plan for Directors of Amphenol Corporation Restricted Share Award Agreement dated May 24, 2012 (filed as Exhibit 10.16 to the June 30, 2012 Form 10-Q).†*
10.22	Amphenol Corporation Form of Director Phantom Stock Award Agreement.†**
10.23	2023 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.22 to the December 31, 2022 Form 10-K).†*
10.24	Second Amended and Restated Credit Agreement, dated November 30, 2021, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on December 10, 2021).*
10.25	The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement as amended and restated effective April 5, 2022, dated April 18, 2022 (filed as Exhibit 10.23 to the June 30, 2022 Form 10-Q).†*
10.26	Amendment to The Amphenol Corporation Employee Savings/401(K) Plan Adoption Agreement, effective January 1, 2023, dated December 19, 2022 (filed as Exhibit 10.25 to the December 31, 2022 Form 10-K).†*
10.27	Amended and Restated Amphenol Corporation Supplemental Defined Contribution Plan (filed as Exhibit 10.30 to the September 30, 2011 Form 10-Q).†*
10.28	Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2012 (filed as Exhibit 10.34 to the December 31, 2011 Form 10-K).†*
10.29	Amphenol Corporation Supplemental Defined Contribution Plan as amended effective January 1, 2019 (filed as Exhibit 10.28 to the December 31, 2018 Form 10-K).†*
10.30	Commercial Paper Program form of Dealer Agreement dated as of August 29, 2014 between the Company, Citibank Global Markets and JP Morgan Securities LLC (filed as Exhibit 10.1 to the Form 8-K filed on September 5, 2014).*
10.31	Commercial Paper Program Dealer Agreement dated as of July 10, 2018 between Amphenol Technologies Holding GmbH (as issuer), Amphenol Corporation (as guarantor), Barclays Bank PLC (as Arranger), and Barclays Bank PLC and Commerzbank Aktiengesellschaft (as Original Dealers) (filed as Exhibit 10.1 to the Form 8-K filed on July 11, 2018).*
10.32	Term Loan Credit Agreement, dated as of April 19, 2022, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and BNP Paribas, acting as the administrative agent (filed as Exhibit 10.1 to the Form 8-K filed on April 21, 2022).*
10.33	Form of Indemnification Agreement for Directors and Executive Officers (filed as Exhibit 10.27 to the December 31, 2016 Form 10-K).†*
31.1	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
101.INS	Inline XBRL Instance Document – the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.**
101.SCH	Inline XBRL Taxonomy Extension Schema Document.**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.**

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).**

		AMPHENOL CORPORATION



	By:	/s/ Craig A. Lampo
		Craig A. Lampo
		Authorized Signatory and Principal Financial Officer


Date: July 28, 2023

Grant of Cash Award	Subject to the terms and conditions of this Agreement, you have been granted the Cash Award as shown in the cover sheet.
Payment for Cash Award	[Upon vesting of the Cash Award,] the Cash Award will be settled (i) in cash on [or within five days of the Vesting Date]/[_______ (the “Settlement Date”)], which cash amount shall equal the Fair Market Value (as defined in the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Option Plan”)) of the Related Shares on the [Vesting]/[Settlement] Date or (ii) subject to your election pursuant to the Election Form (as defined below) [and your continued service as a director of Amphenol through the Settlement Date], in a number of vested shares of Common Stock equal to the number of Related Shares, which shares of Common Stock shall be issued to you pursuant to the grant of an option under the Option Plan as described in the Election Form.
Vesting	The Cash Award that you are receiving under this Agreement [shall be fully vested on the Date of Grant]/[will vest as shown in the cover sheet, subject to the “Forfeiture”, “Death or Permanent Disability” and “Change of Control” sections below. No portion of the Cash Award will vest after your service as a director of Amphenol has terminated, unless your service terminates because of your death or Permanent Disability (as defined below).]
Forfeiture	[If your service as a director of Amphenol terminates for any reason, other than your death or Permanent Disability, then your Cash Award (including any payment in settlement of such Cash Award pursuant to your election on the Election Form) will be forfeited to the extent that it has not vested before the termination date and does not vest as a result of such termination. You will receive no payment for the Cash Award that is forfeited.]
Death or Permanent Disability	[Your Cash Award will vest immediately if your service as a director of Amphenol terminates due to your death or Permanent Disability. “Permanent Disability” means that you are unable, by reason of illness or injury, to perform substantially all of your duties as a

	director of Amphenol for the remainder of your current term. The Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors of Amphenol will determine when your service as a director terminates due to Permanent Disability.]
Change of Control	[Your Cash Award will vest immediately in the event of a Change of Control (as defined under the Director Plan).]
Election	Pursuant to the Election Form attached to this Agreement as Exhibit A (the “Election Form”), you may elect to receive payment of your vested Cash Award in cash or Related Shares.
Dividends	The Cash Award entitles you to all ordinary cash dividends paid with respect to the Related Shares that have an ex-dividend date on or after [_____] and on or prior to the [Vesting]/[Settlement] Date. Such cash dividends will be paid to you in cash (notwithstanding any election pursuant to the Election Form) as and when paid to Amphenol stockholders generally or as soon as reasonably practicable thereafter.
Stockholder Rights	You will have no rights of a stockholder with respect to the Cash Award or the Related Shares unless and until, if you make an election pursuant to the Election Form to receive payment for the Cash Award in Related Shares, you become the record owner of such Related Shares.
Transfer of Cash Award	Until your Cash Award is settled in cash or Related Shares, you may not sell, transfer, assign, pledge or otherwise dispose of any right or interest in the Cash Award. You may, however, designate a beneficiary to receive any payment from your Cash Award upon your death. If you elect to receive pursuant to the Election Form, and are issued, Related Shares in respect of your Cash Award, you may transfer the shares in the same manner, and subject to the same restrictions, as apply to any other Amphenol shares that you own.
No Retention Rights	Neither your award nor this Agreement gives you the right to be elected as, or to be nominated for election as, a director of Amphenol or to remain a director of Amphenol.
Adjustments	In the event of a stock split, a stock dividend or a similar change in Amphenol shares, an appropriate and proportionate adjustment shall be made to the number of Related Shares. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made, and the

	extent thereof, shall be final, binding and conclusive. No fractional shares shall be issued on account of any such adjustment. If for any reason you become entitled to any interest in a fractional share, a cash payment shall be made in an equivalent value of such interest.
Taxes	You agree that you are ultimately liable and responsible for all taxes owed in connection with the Cash Award and any related cash dividends.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).
Other Agreements	This Agreement, the cover sheet and the Election Form constitute the entire understanding between you and Amphenol regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under this Agreement, this Agreement may be amended only by another written agreement, signed by you and Amphenol.
Acknowledgement	You acknowledge and agree that the Cash Award granted hereunder is (i) being provided in lieu of, and not in addition to ______ restricted shares granted to you _______ (the “Restricted Shares”) under the Director Plan, which Restricted Shares were rescinded, and that you have no further rights to the Restricted Shares or the dividend payments attributable to such Restricted Shares and (ii) equal in value to the Restricted Shares and the dividend payments attributable to such Restricted Shares.


Date: July 28, 2023


/s/ R. Adam Norwitt
R. Adam Norwitt
President and Chief Executive Officer