AMPHENOL CORP /DE/, 10-Q filed on 10/27/2023
Quarterly Report
v3.23.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2023
Oct. 24, 2023
Document and Entity Information    
Entity Registrant Name AMPHENOL CORPORATION  
Entity Central Index Key 0000820313  
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Entity File Number 1-10879  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 22-2785165  
Entity Address, Address Line One 358 Hall Avenue  
Entity Address, City or Town Wallingford  
Entity Address, State or Province CT  
Entity Address, Postal Zip Code 06492  
City Area Code 203  
Local Phone Number 265-8900  
Title of 12(b) Security Class A Common Stock, $0.001 par value  
Trading Symbol APH  
Security Exchange Name NYSE  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   598,310,231
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash and cash equivalents $ 1,481.5 $ 1,373.1
Short-term investments 252.5 61.1
Total cash, cash equivalents and short-term investments 1,734.0 1,434.2
Accounts receivable, less allowance for doubtful accounts of $70.1 and $63.9, respectively 2,571.2 2,631.3
Inventories 2,099.1 2,093.6
Prepaid expenses and other current assets 369.0 320.0
Total current assets 6,773.3 6,479.1
Property, plant and equipment, less accumulated depreciation of $2,162.1 and $2,019.3, respectively 1,246.6 1,204.3
Goodwill 6,574.5 6,446.1
Other intangible assets, net 744.2 734.1
Other long-term assets 420.4 462.6
Total assets 15,759.0 15,326.2
Current Liabilities:    
Accounts payable 1,248.9 1,309.1
Accrued salaries, wages and employee benefits 360.9 416.7
Accrued income taxes 113.6 169.5
Accrued dividends 125.6 124.9
Other accrued expenses 704.2 653.2
Current portion of long-term debt 355.6 2.7
Total current liabilities 2,908.8 2,676.1
Long-term debt, less current portion 3,936.4 4,575.0
Accrued pension and postretirement benefit obligations 129.1 127.9
Deferred income taxes 413.0 409.8
Other long-term liabilities 433.4 443.3
Total Liabilities 7,820.7 8,232.1
Redeemable noncontrolling interest 21.8 20.6
Equity:    
Common stock 0.6 0.6
Additional paid-in capital 3,015.0 2,650.4
Retained earnings 5,669.7 4,979.4
Treasury stock, at cost (170.6) (79.8)
Accumulated other comprehensive loss (657.9) (535.0)
Total stockholders' equity attributable to Amphenol Corporation 7,856.8 7,015.6
Noncontrolling interests 59.7 57.9
Total equity 7,916.5 7,073.5
Total Liabilities, Redeemable Noncontrolling Interest and Equity $ 15,759.0 $ 15,326.2
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Condensed Consolidated Balance Sheets    
Allowance for doubtful accounts $ 70.1 $ 63.9
Accumulated depreciation $ 2,162.1 $ 2,019.3
v3.23.3
Condensed Consolidated Statements of Income - USD ($)
shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Condensed Consolidated Statements of Income        
Net sales $ 3,199.2 $ 3,295.2 $ 9,227.2 $ 9,383.8
Cost of sales 2,150.7 2,235.2 6,243.5 6,393.1
Gross profit 1,048.5 1,060.0 2,983.7 2,990.7
Acquisition-related expenses 9.0 12.0 18.4 12.0
Selling, general and administrative expenses 381.6 366.9 1,095.7 1,059.0
Operating income 657.9 681.1 1,869.6 1,919.7
Interest expense (33.6) (32.8) (104.5) (91.3)
Gain on bargain purchase acquisition 0.0 0.0 5.4 0.0
Other income (expense), net 9.2 2.6 18.9 6.6
Income before income taxes 633.5 650.9 1,789.4 1,835.0
Provision for income taxes (115.2) (150.4) (363.0) (429.2)
Net Income 518.3 500.5 1,426.4 1,405.8
Less: Net income attributable to noncontrolling interests (4.4) (3.9) (12.8) (11.0)
Net income attributable to Amphenol Corporation $ 513.9 $ 496.6 $ 1,413.6 $ 1,394.8
Net income attributable to Amphenol Corporation per common share - Basic (in dollars per share) $ 0.86 $ 0.83 $ 2.37 $ 2.34
Weighted average common shares outstanding - Basic (in shares) 597.7 595.3 595.9 596.6
Net income attributable to Amphenol Corporation per common share - Diluted (in dollars per share) $ 0.83 $ 0.80 $ 2.28 $ 2.24
Weighted average common shares outstanding - Diluted (in shares) 622.0 619.3 620.1 621.5
v3.23.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Condensed Consolidated Statements of Comprehensive Income        
Net Income $ 518.3 $ 500.5 $ 1,426.4 $ 1,405.8
Total other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments (66.4) (203.0) (127.7) (403.3)
Unrealized gain (loss) on hedging activities 0.0 0.0 0.0 1.3
Pension and postretirement benefit plan adjustment, net of tax of ($0.2) and ($0.6) for 2023, and ($1.1) and ($3.2) for 2022, respectively 0.7 3.3 2.0 10.0
Total other comprehensive income (loss), net of tax (65.7) (199.7) (125.7) (392.0)
Total comprehensive income 452.6 300.8 1,300.7 1,013.8
Less: Comprehensive income attributable to noncontrolling interests (4.1) (0.7) (10.0) (4.9)
Comprehensive income attributable to Amphenol Corporation $ 448.5 $ 300.1 $ 1,290.7 $ 1,008.9
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Condensed Consolidated Statements of Comprehensive Income        
Pension and postretirement benefit plan adjustment, tax $ (0.2) $ (1.1) $ (0.6) $ (3.2)
v3.23.3
Condensed Consolidated Statements of Cash Flow - USD ($)
$ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Cash from operating activities:          
Net income $ 518.3 $ 500.5 $ 1,426.4 $ 1,405.8  
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization 101.0 102.7 291.4 284.6  
Stock-based compensation expense     72.4 64.2  
Deferred income tax provision (benefit)     (7.1) 17.6  
Gain on bargain purchase acquisition 0.0 0.0 (5.4) 0.0  
Net change in components of working capital     (81.2) (274.3)  
Net change in other long-term assets and liabilities     (9.6) (28.6)  
Net cash provided by operating activities     1,686.9 1,469.3  
Cash from investing activities:          
Capital expenditures     (267.8) (290.2)  
Proceeds from disposals of property, plant and equipment     2.1 4.5  
Purchases of investments     (218.8) (304.6)  
Sales and maturities of investments     67.8 220.6  
Acquisitions, net of cash acquired     (292.6) (288.2) $ (288.2)
Other, net     4.9 7.4  
Net cash used in investing activities     (704.4) (650.5)  
Cash from financing activities:          
Proceeds from issuance of senior notes and other long-term debt     354.0 2.9  
Repayments of senior notes and other long-term debt     (10.3) (7.5)  
Proceeds from short-term borrowings     0.0 44.9  
Repayments of short-term borrowings     0.0 (44.9)  
(Repayments) borrowings under commercial paper programs, net     (632.6) 111.9  
Payment of costs related to debt financing     (2.3) (0.4)  
Payment of deferred purchase price related to acquisitions     (1.5) 0.0  
Purchase of treasury stock     (469.8) (560.1)  
Proceeds from exercise of stock options     323.1 114.1  
Distributions to and purchases of noncontrolling interests     (8.0) (4.4)  
Dividend payments (125.1) (119.1) (375.0) (358.4)  
Net cash used in financing activities     (822.4) (701.9)  
Effect of exchange rate changes on cash and cash equivalents     (51.7) (125.0)  
Net increase (decrease) in cash and cash equivalents     108.4 (8.1)  
Cash and cash equivalents balance, beginning of period     1,373.1 1,197.1 1,197.1
Cash and cash equivalents balance, end of period $ 1,481.5 $ 1,189.0 1,481.5 1,189.0 $ 1,373.1
Cash paid for:          
Interest     89.1 86.3  
Income taxes, net     $ 423.8 $ 387.8  
v3.23.3
Basis of Presentation and Principles of Consolidation
9 Months Ended
Sep. 30, 2023
Basis of Presentation and Principles of Consolidation  
Basis of Presentation and Principles of Consolidation

Note 1—Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022, and the related Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023 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, 2022 (the “2022 Annual Report”).

v3.23.3
New Accounting Pronouncements
9 Months Ended
Sep. 30, 2023
New Accounting Pronouncements  
New Accounting Pronouncements

Note 2—New Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination. ASU 2021-08 and its amendments were effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and the amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company completed its evaluation of ASU 2021-08, which we adopted on January 1, 2023. ASU 2021-08 did not have a material impact on our acquisitions during the first nine months of 2023, and its impact on our financial condition, results of operations or cash flows going forward will be dependent upon the nature of any future business combinations.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services. The intent of ASU 2022-04 is to enhance transparency of these programs by requiring entities to disclose (i) the key terms of the program(s), including the payment terms and assets pledged as security or other forms of guarantees, (ii) the amount of obligations outstanding at the end of the reporting period and a description of where those obligations are presented on the balance sheet, and (iii) annual rollforward information of the activity of such obligations during the reporting period. ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Disclosure requirements under ASU 2022-04 must be applied retrospectively covering each period for which a balance sheet is presented, with the exception of the rollforward information which shall be applied prospectively. The Company completed its evaluation of ASU 2022-04, which did not have a material impact on our condensed consolidated financial statements and disclosures.

v3.23.3
Inventories
9 Months Ended
Sep. 30, 2023
Inventories  
Inventories

Note 3—Inventories

Inventories consist of:

September 30, 

December 31, 

 

    

2023

    

2022

 

Raw materials and supplies

 

$

987.2

 

$

929.9

Work in process

 

566.2

 

556.0

Finished goods

 

545.7

 

607.7

 

$

2,099.1

 

$

2,093.6

v3.23.3
Debt
9 Months Ended
Sep. 30, 2023
Debt  
Debt

Note 4—Debt

The Company’s debt (net of any unamortized discount) consists of the following:

 

September 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

 

345.2

 

349.9

 

342.7

2.050% Senior Notes due March 2025

399.8

379.3

399.7

376.3

4.750% Senior Notes due March 2026

349.0

342.8

0.750% Euro Senior Notes due May 2026

528.3

487.0

533.4

491.7

2.000% Euro Senior Notes due October 2028

527.9

486.1

533.2

491.5

4.350% Senior Notes due June 2029

499.7

470.7

499.7

477.7

2.800% Senior Notes due February 2030

899.6

761.6

899.5

769.2

2.200% Senior Notes due September 2031

747.8

582.7

747.6

596.2

Other debt

 

12.7

 

12.7

 

6.9

 

6.9

Less: unamortized deferred debt issuance costs

 

 

(22.8)

 

 

(25.0)

 

Total debt

 

4,292.0

 

3,868.1

 

4,577.7

 

4,185.0

Less: current portion

 

355.6

350.8

 

2.7

 

2.7

Total long-term debt

$

3,936.4

 

$

3,517.3

 

$

4,575.0

 

$

4,182.3

Revolving Credit Facility

The Company has an amended and restated $2,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S. dollar borrowings are either the base rate or the adjusted term Secured Overnight Financing Rate (“SOFR”). The Company may utilize the Revolving Credit Facility for general corporate purposes. As of September 30, 2023 and December 31, 2022, there were no outstanding borrowings under the Revolving Credit Facility. The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). Any outstanding borrowings under the Revolving Credit Facility are classified as long-term debt in the accompanying 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 September 30, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility.

Term Loan Credit Facility

On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “2022 Term Loan”), which is scheduled to mature on April 19, 2024. The 2022 Term Loan was undrawn at closing and may be drawn on up to five occasions over the life of the facility. The 2022 Term Loan may be repaid at any time without premium or penalty, and, once repaid, cannot be reborrowed. If drawn upon, the proceeds from the 2022 Term Loan are expected to be used for general corporate purposes. Interest rates under the 2022 Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The carrying value of any borrowings under the 2022 Term Loan would approximate their fair value, primarily due to its market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5). As of September 30, 2023, the Company had not yet drawn upon the 2022 Term Loan, and as such, there were no outstanding borrowings under the 2022 Term Loan. The 2022 Term Loan requires payment of certain commitment fees and requires that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility. On September 30, 2023, the Company was in compliance with the financial covenants under the 2022 Term Loan.

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. The maximum aggregate principal amount outstanding of USCP Notes at any time is $2,500.0. The Company utilizes borrowings under the U.S. Commercial Paper Program for general corporate purposes, which, in recent years, has included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes. As of December 31, 2022, the amount of USCP Notes outstanding was $632.8, with a weighted average interest rate of 4.69%. In the first quarter of 2023, the Company used net proceeds from the 2026 Senior Notes (as defined below) to repay certain outstanding borrowings under the U.S. Commercial Paper Program. The Company borrowed under the U.S. Commercial Paper Program throughout much of the first nine months of 2023, the proceeds of which were used for general corporate purposes. During the third quarter of 2023, the Company repaid all of its USCP Notes then outstanding, and, as of September 30, 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. In the first quarter of 2023, the Company used borrowings under its Euro Commercial Paper Program, along with cash on hand, to fund an acquisition, as discussed in Note 11 herein. These borrowings under the Euro Commercial Paper Program were repaid in their entirety by the end of the first quarter of 2023. As of September 30, 2023 and December 31, 2022, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time. In conjunction with the Revolving Credit Facility, as of September 30, 2023, the authorization from the Company’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $2,500.0 in the aggregate. The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Company’s Revolving Credit Facility are available to repay Commercial Paper, if necessary. 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 March 30, 2023, the Company issued $350.0 principal amount of unsecured 4.750% Senior Notes due March 30, 2026 at 99.658% of face value (the “2026 Senior Notes”). The 2026 Senior Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on the 2026 Senior Notes is payable semiannually on March 30 and September 30 of each year, commencing on September 30, 2023. The Company may redeem, from time to time at its option, some or all of the 2026 Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a make-whole premium. The Company used the net proceeds from the 2026 Senior Notes primarily to repay certain outstanding borrowings under the U.S. Commercial Paper Program.

All of the Company’s outstanding senior notes in the United States (the “U.S. Senior Notes”) are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness. Interest on each series of U.S. Senior Notes is payable semiannually. The Company may, at its option, redeem some or all of any series of U.S. Senior Notes at any time, subject to certain terms and conditions, which include paying 100% of the 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 were issued with a principal amount of €500.0. The 0.750% Euro Senior Notes, which were issued in May 2020 at 99.563% of face value, mature on May 4, 2026, while the 2.000% Euro Senior Notes, which were issued in October 2018 at 99.498% of face value, mature on October 8, 2028. The Euro Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. Interest on each series of Euro Notes is payable annually. The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5). The Company’s Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements. On September 30, 2023, the Company was in compliance with all requirements under its Senior Notes.

v3.23.3
Fair Value Measurements
9 Months Ended
Sep. 30, 2023
Fair Value Measurements  
Fair Value Measurements

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 2022 Annual Report. Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy. Long-term investments, the vast majority of which have original maturities of two years, are recorded in Other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The carrying amounts of these short- 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.

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 September 30, 2023 and December 31, 2022 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)

September 30, 2023:

Short-term investments

$

252.5

$

$

252.5

$

Long-term investments

0.8

0.8

Forward contracts

(0.8)

(0.8)

Redeemable noncontrolling interest

(21.8)

(21.8)

Total

$

230.7

$

$

252.5

$

(21.8)

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)

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 September 30, 2023, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges. As of September 30, 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. The amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts and the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2023 and 2022, were not material. The fair values of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period.

Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company. Specifically, if exercised by the noncontrolling interest holder, Amphenol would be required to purchase some or all of the option holder’s redeemable interest, at a redemption price during specified time period(s) stipulated in the respective acquisition agreement. The redeemable noncontrolling interest, related to an acquisition that closed in December of 2021, will remain in temporary equity until the put option is either fully exercised or expires. The redemption value of the redeemable noncontrolling interest is generally calculated using Level 3 unobservable inputs based on a multiple of earnings, which, for the redeemable noncontrolling interest currently outstanding, approximates fair value. As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interest on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022. Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interest for the three and nine months ended September 30, 2023 and 2022, as well as Note 1 of the Notes to Consolidated Financial Statements in the 2022 Annual Report for further discussion regarding the Company’s redeemable noncontrolling interest.

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.

v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Taxes  
Income Taxes

Note 6—Income Taxes

Three Months Ended

Nine Months Ended

    

September 30, 

    

September 30, 

2023

2022

2023

2022

Provision for income taxes

$

(115.2)

$

(150.4)

$

(363.0)

$

(429.2)

Effective tax rate

 

18.2

%  

 

23.1

%  

 

20.3

%  

 

23.4

%

For the three and nine months ended September 30, 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $38.3 and $67.3, respectively, and decreasing our effective tax rate by approximately 600 basis points and 380 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. In addition, for the three and nine months ended September 30, 2023, acquisition-related expenses had the effect of increasing our effective tax rate by approximately 20 basis points and 10 basis points, respectively, while for the nine months ended September 30, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 10 basis points. For the three and nine months ended September 30, 2022, stock option exercise activity had the impact of decreasing our Provision for income taxes by $10.6 and $21.9, respectively, and decreasing our effective tax rate by approximately 160 basis points and 120 basis points, respectively, while acquisition-related expenses had the effect of increasing our effective tax rate by approximately 20 basis points and 10 basis points, respectively.

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017. As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries. The Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2023, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, over the remainder of the eight-year period ending 2025, as permitted under the Tax Act. The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.

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 September 30, 2023, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $198.0. 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 $21.8.

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 will be required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but will not need to remeasure deferred tax balances for the related tax accounting implications of the CAMT. The 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 nine months ended September 30, 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 our financial condition, results of operations, liquidity and cash flows.

v3.23.3
Stockholders' Equity and Noncontrolling Interests
9 Months Ended
Sep. 30, 2023
Stockholders' Equity and Noncontrolling Interests  
Stockholders' Equity and Noncontrolling Interests

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 interest for the three months ended September 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

   

Interest

  

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

Net income

  

 

513.9

 

4.0

 

517.9

0.4

Other comprehensive income (loss)

  

 

(65.4)

 

(0.3)

 

(65.7)

Acquisitions resulting in noncontrolling interests

  

 

0.2

 

0.2

Distributions to shareholders of noncontrolling interests

  

 

(1.4)

 

(1.4)

Purchase of treasury stock

  

(1.7)

 

(149.3)

 

(149.3)

Retirement of treasury stock

  

 

 

 

Stock options exercised

  

3.6

0.4

28.3

 

127.7

(13.4)

 

142.6

Dividends declared ($0.21 per common share)

  

 

(125.6)

 

(125.6)

Stock-based compensation expense

  

 

26.9

 

26.9

Balance as of September 30, 2023

  

600.3

$

0.6

(2.0)

$

(170.6)

$

3,015.0

$

5,669.7

$

(657.9)

$

59.7

$

7,916.5

$

21.8

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the nine months ended September 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

   

Interest

  

Balance as of December 31, 2022

  

596.0

 

$

0.6

 

(1.2)

 

$

(79.8)

 

$

2,650.4

 

$

4,979.4

 

$

(535.0)

 

$

57.9

 

$

7,073.5

 

$

20.6

Net income

  

 

1,413.6

 

11.6

 

1,425.2

1.2

Other comprehensive income (loss)

  

 

(122.9)

 

(2.8)

 

(125.7)

Acquisitions resulting in noncontrolling interest

  

 

1.0

 

1.0

Distributions to shareholders of noncontrolling interests

  

 

(8.0)

 

(8.0)

Purchase of treasury stock

  

(5.8)

 

(469.8)

 

(469.8)

Retirement of treasury stock

  

(4.1)

4.1

 

320.5

 

(320.5)

 

Stock options exercised

  

8.4

0.9

58.5

 

292.2

(27.1)

 

323.6

Dividends declared ($0.63 per common share)

  

 

(375.7)

 

(375.7)

Stock-based compensation expense

  

 

72.4

 

72.4

Balance as of September 30, 2023

  

600.3

 

$

0.6

 

(2.0)

 

$

(170.6)

 

$

3,015.0

 

$

5,669.7

 

$

(657.9)

 

$

59.7

 

$

7,916.5

 

$

21.8

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the three months ended September 30, 2022 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

   

Interest

  

Balance as of June 30, 2022

  

596.7

 

$

0.6

 

(1.4)

 

$

(92.0)

 

$

2,477.8

 

$

4,553.8

 

$

(475.9)

 

$

57.7

 

$

6,522.0

 

$

19.9

Net income

  

 

496.6

 

3.6

 

500.2

 

0.3

Other comprehensive income (loss)

  

 

(196.5)

 

(3.2)

 

(199.7)

 

Distributions to shareholders of noncontrolling interests

  

 

(0.3)

 

(0.3)

 

Purchase of treasury stock

  

(2.4)

 

(170.1)

 

(170.1)

 

Retirement of treasury stock

  

(2.1)

2.1

 

150.3

 

(150.3)

 

 

Stock options exercised

  

1.9

0.2

14.3

 

63.7

(6.0)

 

72.0

 

Dividends declared ($0.20 per common share)

  

 

(119.0)

 

(119.0)

 

Stock-based compensation expense

  

 

23.6

 

23.6

 

Balance as of September 30, 2022

  

596.5

$

0.6

(1.5)

$

(97.5)

$

2,565.1

$

4,775.1

$

(672.4)

$

57.8

$

6,628.7

$

20.2

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the nine months ended September 30, 2022 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

   

Interest

Balance as of December 31, 2021

 

600.7

 

$

0.6

 

(1.6)

 

$

(100.0)

 

$

2,409.0

 

$

4,278.9

 

$

(286.5)

 

$

58.1

 

$

6,360.1

$

19.0

Net income

 

1,394.8

 

9.8

 

1,404.6

1.2

Other comprehensive income (loss)

 

(385.9)

(6.1)

 

(392.0)

Purchase of noncontrolling interest

(0.4)

(0.1)

(0.5)

Distributions to shareholders of noncontrolling interests

 

(3.9)

 

(3.9)

Purchase of treasury stock

(7.6)

 

(560.1)

 

(560.1)

Retirement of treasury stock

 

(7.0)

7.0

 

519.3

 

(519.3)

 

Stock options exercised

 

2.8

0.7

43.3

 

92.3

(21.7)

 

113.9

Dividends declared ($0.60 per common share)

 

(357.6)

 

(357.6)

Stock-based compensation expense

 

 

64.2

 

 

 

 

 

64.2

Balance as of September 30, 2022

 

596.5

 

$

0.6

 

(1.5)

 

$

(97.5)

 

$

2,565.1

 

$

4,775.1

 

$

(672.4)

 

$

57.8

 

$

6,628.7

$

20.2

(1) Excludes redeemable noncontrolling interest.

Stock Repurchase Program

On April 27, 2021, the Board authorized a stock repurchase program under which the Company may purchase up to $2,000.0 of the Company’s Class A Common Stock (“Common Stock”) during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”) in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the three and nine months ended September 30, 2023, the Company repurchased 1.7 million and 5.8 million shares of its Common Stock for $149.3 and $469.8, respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made during the first nine months of 2023, 4.1 million shares, or $320.5, were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. During the three and nine months ended September 30, 2022, the Company repurchased 2.4 million and 7.6 million shares of its Common Stock for $170.1 and $560.1, respectively, under the 2021 Stock Repurchase Program. Of the total repurchases made during the first nine months of 2022, 7.0 million shares, or $519.3, were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase. From October 1, 2023 to October 24, 2023, the Company repurchased 0.4 million additional shares of its Common Stock for $33.5, and, as of October 25, 2023, the Company has remaining authorization to purchase up to $308.3 of its Common Stock under the 2021 Stock Repurchase Program. The price and timing of any future purchases will depend on a number of factors, such as levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions, and the price of the Common Stock.

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 nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

2022

2023

2022

Dividends declared

$

125.6

$

119.0

$

375.7

$

357.6

Dividends paid (including those declared in the prior year)

 

125.1

 

119.1

 

375.0

 

358.4

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

v3.23.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Stock-Based Compensation  
Stock-Based Compensation

Note 8—Stock-Based Compensation

For the three months ended September 30, 2023 and 2022, the Company’s Income before income taxes was reduced for stock-based compensation expense of $26.9 and $23.6, respectively. In addition, for the three months ended September 30, 2023 and 2022, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $41.0 and $12.9, respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the three months ended September 30, 2023 and 2022 include excess tax benefits of $38.3 and $10.6, respectively, from option exercises.

For the nine months ended September 30, 2023 and 2022, the Company’s Income before income taxes was reduced for stock-based compensation expense of $72.4 and $64.2, respectively. In addition, for the nine months ended September 30, 2023 and 2022, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $74.5 and $28.3, respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income. These aggregate income tax benefits during the nine months ended September 30, 2023 and 2022 include excess tax benefits of $67.3 and $21.9, respectively, from option exercises.

The impact associated with recognizing excess tax benefits from option exercises in the provision for income taxes on our consolidated financial statements could result in significant fluctuations in our effective tax rate in the future, since the provision for income taxes will be impacted by the timing and intrinsic value of future stock-based compensation award exercises.

Stock-based compensation expense includes the estimated effects of forfeitures, which are adjusted over the requisite service period to the extent actual forfeitures differ or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and impact the amount of expense to be recognized in future periods. The expense incurred for stock-based compensation plans is included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income.

Stock Options

In May 2017, the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “2017 Employee Option Plan”), which provided for the issuance of 60,000,000 shares.  In March 2021, the Board authorized and approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Amended 2017 Employee Option Plan” and, together with the 2017 Employee Option Plan, the “2017 Option Plan”), which among other things, increased the number of shares reserved for issuance under the plan by 40,000,000 shares. The Amended 2017 Employee Option Plan was approved by the Company’s stockholders and became effective on May 19, 2021. As of September 30, 2023, there were 31,234,953 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan. Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”). No additional stock options will be granted under the 2009 Employee Option Plan.  Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of ten years from the date of grant.  

Stock option activity for the three and nine months ended September 30, 2023 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, 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

Options granted

  

57,541

 

83.53

Options exercised

  

(4,007,400)

 

35.62

Options forfeited

  

(99,442)

 

65.23

Options outstanding at September 30, 2023

  

62,434,646

$

49.97

 

5.98

$

2,125.3

Vested and non-vested options expected to vest at September 30, 2023

  

60,609,087

$

49.56

 

5.91

$

2,088.0

Exercisable options at September 30, 2023

  

39,792,545

$

42.50

 

4.83

$

1,651.2

A summary of the status of the Company’s non-vested options as of September 30, 2023 and changes during the three and nine months then ended is as follows:

    

    

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

Options granted

 

57,541

 

23.93

Options vested

 

(61,321)

 

11.54

Options forfeited

 

(115,442)

 

13.68

Non-vested options at September 30, 2023

 

22,642,101

$

14.52

During the three and nine months ended September 30, 2023 and 2022, the following activity occurred under the Company’s option plans:

 

Three Months Ended

    

Nine Months Ended

 

September 30, 

September 30, 

2023

2022

2023

2022

Total intrinsic value of stock options exercised

$

208.4

$

82.2

$

447.9

$

151.4

Total fair value of stock options vested

 

0.7

 

0.7

 

89.3

 

79.4

As of September 30, 2023, the total compensation cost related to non-vested options not yet recognized was approximately $273.0 with a weighted average expected amortization period of 3.54 years.

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model. The grant-date fair value of each share grant is determined based on the closing share price of the Company’s Common Stock on the date of the grant. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model for option grants requires management to make certain assumptions with respect to selected model inputs. Expected share price volatility is calculated based on the historical volatility of the Common Stock and implied volatility derived from related exchange traded options. The average expected life is based on the contractual term of the option and expected exercise and historical experience. The risk-free interest rate is based on U.S. Treasury zero-coupon issuances with a remaining term equal to the expected life assumed at the date of grant. The expected annual dividend per share is based on the Company’s dividend rate.

Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”). The 2012 Directors Restricted Stock Plan was administered by the Board. On May 17, 2023, 21,312 shares of restricted stock previously granted to non-employee directors vested in accordance with their terms. As of September 30, 2023, no additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan expired on May 22, 2022, no additional shares of restricted stock will be granted thereunder.

Phantom Stock

On June 5, 2023, the Company granted 2,375 shares of phantom stock to each then-current non-employee director (19,000 shares in the aggregate), which will vest and, pursuant to the election of the non-employee director, is expected to convert into unrestricted shares of the Company’s Common Stock on the earlier of May 19, 2024 or the day immediately prior to the date of the 2024 annual meeting of the Company’s stockholders. As of September 30, 2023, the total compensation cost related to non-vested shares of phantom stock not yet recognized was approximately $0.9 (with a weighted average expected amortization period of 0.62 years).

v3.23.3
Earnings Per Share
9 Months Ended
Sep. 30, 2023
Earnings Per Share  
Earnings Per Share

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 outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(dollars and shares in millions, except per share data)

  

2023

   

2022

    

2023

   

2022

   

Net income attributable to Amphenol Corporation stockholders

$

513.9

$

496.6

$

1,413.6

$

1,394.8

Weighted average common shares outstanding — Basic

 

597.7

 

595.3

 

595.9

 

596.6

Effect of dilutive stock options

 

24.3

 

24.0

 

24.2

 

24.9

Weighted average common shares outstanding — Diluted

 

622.0

 

619.3

 

620.1

 

621.5

Net income attributable to Amphenol Corporation per common share — Basic

$

0.86

$

0.83

$

2.37

$

2.34

Net income attributable to Amphenol Corporation per common share — Diluted

$

0.83

$

0.80

$

2.28

$

2.24

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.1 million and 12.5 million for the three months ended September 30, 2023 and 2022, respectively. Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.1 million and 8.9 million for the nine months ended September 30, 2023 and 2022, respectively.

v3.23.3
Benefit Plans and Other Postretirement Benefits
9 Months Ended
Sep. 30, 2023
Benefit Plans and Other Postretirement Benefits  
Benefit Plans and Other Postretirement Benefits

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 nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

 

2022

  

2023

 

2022

Service cost

 

$

1.8

$

1.5

$

5.5

$

4.5

Interest cost

 

6.5

 

3.4

 

19.5

 

10.5

Expected return on plan assets

 

(7.3)

 

(7.5)

 

(21.8)

 

(22.5)

Amortization of prior service cost

 

0.4

 

0.4

 

1.3

 

1.1

Amortization of net actuarial losses

 

0.6

 

4.0

 

1.6

 

12.2

Net pension expense

 

$

2.0

$

1.8

$

6.1

$

5.8

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.

The Company offers various defined contribution plans for certain U.S. and foreign employees. Participation in these plans is based on certain eligibility requirements. Through December 31, 2022, the Company matched employee contributions to the U.S. defined contribution plans up to a maximum of 6% of eligible compensation. Effective January 1, 2023, the Company increased its matching of employee contributions to the U.S. defined contribution plans to a maximum of 7% of eligible compensation. During the nine months ended September 30, 2023 and 2022, the Company provided matching contributions to the U.S. defined contribution plans of approximately $18.4 and $13.8, respectively.

v3.23.3
Acquisitions
9 Months Ended
Sep. 30, 2023
Acquisitions  
Acquisitions

Note 11—Acquisitions

2023 Acquisitions

During the nine months ended September 30, 2023, the Company completed six acquisitions for approximately $292.6, net of cash acquired. Four of the acquisitions have been included in the Harsh Environment Solutions segment, one acquisition has been included in the Interconnect and Sensor Systems segment, and one acquisition, which closed in the second quarter of 2023, has been included in the Communications Solutions segment. The acquisition that closed in the first quarter of 2023 was funded through a combination of borrowings under the Euro Commercial Paper Program and cash on hand, while the other acquisitions were each funded using either cash on hand or a combination of cash on hand and borrowings under the U.S. Commercial Paper Program. The acquisition that 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 nine months ended September 30, 2023, which has been recorded separately in the Company’s Condensed Consolidated Statements of Income.

The Company is in the process of analyzing the allocation of the fair value of the assets acquired and liabilities assumed for these acquisitions. Since the current purchase price allocations are based on initial, preliminary assessments made by management as of September 30, 2023, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from our initial preliminary assessments. The operating results of the acquisitions have been 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 acquisitions are not material, either individually or in the aggregate, to the Company’s financial results.

2022 Acquisitions

During the year ended December 31, 2022, the Company completed two acquisitions for approximately $288.2, net of cash acquired. The acquisitions were funded through a combination of borrowings under the U.S. Commercial Paper Program and cash on hand. One acquisition was included in the Harsh Environment Solutions segment, and the other was included in the Interconnect and Sensor Systems segment. The Company completed the acquisition accounting, including the analyses of the allocation of the fair value of the assets acquired and liabilities assumed, for both of the 2022 acquisitions, for which the final assessments of values did not differ materially from their previous preliminary assessments. The operating results of the 2022 acquisitions have been 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 these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition-related Expenses

During the three months ended September 30, 2023, the Company incurred $9.0 ($8.4 after-tax) of acquisition-related expenses, comprised of external transaction costs related to acquisitions. During the nine months ended September 30, 2023, the Company incurred $18.4 ($16.2 after-tax) of acquisition-related expenses, comprised of external transaction costs incurred in the second and third quarters of 2023, as well as the amortization related to the value associated with acquired backlog resulting from the acquisition that closed in the first quarter of 2023. During both the three and nine months ended September 30, 2022, the Company incurred $12.0 ($10.5 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs as well as the amortization related to the value associated with acquired backlog resulting from an acquisition that closed in 2022. Such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income.

v3.23.3
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2023
Goodwill and Other Intangible Assets  
Goodwill and Other Intangible Assets

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, 2022

$

1,667.1

$

2,908.1

$

1,870.9

$

6,446.1

Acquisition-related

 

140.5

 

 

23.3

 

163.8

Foreign currency translation

 

(9.2)

 

(14.2)

 

(12.0)

 

(35.4)

Goodwill at September 30, 2023

$

1,798.4

$

2,893.9

$

1,882.2

$

6,574.5

The increase in goodwill during the first nine months of 2023 was primarily driven by goodwill recognized from acquisitions that closed during the period, partially offset by foreign currency translation.

The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired. The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization. The Company continues to define our reporting units as the three reportable business segments. In the third quarter of 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount. As of July 1, 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required. As a result, no goodwill impairment resulted from the assessment as of July 1, 2023.

The Company has not recognized any goodwill impairment in 2023, 2022 or 2021 in connection with our annual impairment assessments.

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows:

September 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

$

732.9

$

432.6

$

300.3

$

677.0

$

398.3

$

278.7

Proprietary technology

13

 

310.0

 

140.2

169.8

 

310.0

 

123.8

186.2

Backlog and other

1

 

97.2

 

92.2

5.0

 

86.9

 

86.8

0.1

Total intangible assets (definite-lived)

10

1,140.1

665.0

475.1

1,073.9

608.9

465.0

Trade names (indefinite-lived)

269.1

269.1

269.1

269.1

$

1,409.2

$

665.0

$

744.2

$

1,343.0

$

608.9

$

734.1

The increase in the gross carrying amount of intangible assets in the first nine months of 2023 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with certain acquisitions that closed during the period. Amortization expense for the three months ended September 30, 2023 and 2022 was approximately $18.1 and $21.9, respectively. Amortization expense for the nine months ended September 30, 2023 and 2022 was approximately $59.4 and $56.7, respectively. Amortization expense for the nine months ended September 30, 2023 includes $5.4 related to the amortization of acquired backlog resulting from the acquisition that closed in the first quarter of 2023. Amortization expense for both the three and nine months ended September 30, 2022 included $5.0 related to the amortization of acquired backlog resulting from an acquisition that closed in 2022. As of September 30, 2023, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2023 is approximately $23.9 (which includes the estimated amortization of acquired backlog resulting from an acquisition that closed late in the third quarter of 2023) and for each of the next five fiscal years is approximately $70.2 in 2024, $60.8 in 2025, $59.2 in 2026, $52.5 in 2027 and $45.2 in 2028.

The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable. Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment. In the third quarter of 2023, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets. Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts. There has been no impairment associated with the Company’s intangible assets in 2023, 2022 or 2021 as a result of such reviews.

v3.23.3
Reportable Business Segments
9 Months Ended
Sep. 30, 2023
Reportable Business Segments  
Reportable Business Segments

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, military, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

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

Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, military and commercial aerospace end markets.

This 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 2022 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 nine months ended September 30, 2023 and 2022 are as follows:

    

External

Intersegment

Three Months Ended September 30, 

2023

2022

2023

2022

Harsh Environment Solutions

 

$

887.3

$

793.8

$

21.5

$

20.9

Communications Solutions

1,279.2

1,518.0

12.6

21.4

Interconnect and Sensor Systems

1,032.7

983.4

4.0

4.1

Consolidated Net sales

$

3,199.2

$

3,295.2

$

38.1

$

46.4

Nine Months Ended September 30, 

Harsh Environment Solutions

 

$

2,630.4

$

2,311.9

$

69.3

$

56.2

Communications Solutions

3,567.6

4,216.5

38.7

61.4

Interconnect and Sensor Systems

3,029.2

2,855.4

13.4

13.5

Consolidated Net sales

$

9,227.2

$

9,383.8

$

121.4

$

131.1

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and nine months ended September 30, 2023 and 2022 are as follows:

Three Months Ended September 30, 

Nine Months Ended September 30, 

2023

2022

2023

2022

Segment operating income:

Harsh Environment Solutions

$

239.1

$

207.1

$

705.7

$

596.8

Communications Solutions

283.3

341.6

752.4

927.2

Interconnect and Sensor Systems

188.9

185.3

553.6

522.8

Total segment operating income

711.3

734.0

2,011.7

2,046.8

Corporate / Other:

Stock-based compensation expense

(26.9)

(23.6)

(72.4)

(64.2)

Acquisition-related expenses

(9.0)

(12.0)

(18.4)

(12.0)

Other operating expenses

(17.5)

(17.3)

(51.3)

(50.9)

Interest expense

(33.6)

(32.8)

(104.5)

(91.3)

Gain on bargain purchase acquisition

5.4

Other income (expense), net

9.2

2.6

18.9

6.6

Income before income taxes

$

633.5

$

650.9

$

1,789.4

$

1,835.0

Depreciation and amortization expense by segment for the three and nine months ended September 30, 2023 and 2022 is as follows:

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

2023

2022

2023

2022

Harsh Environment Solutions

 

$

20.7

$

22.7

$

65.0

$

59.9

Communications Solutions

46.3

49.2

126.1

132.6

Interconnect and Sensor Systems

32.1

29.2

94.9

87.3

Corporate / Other

1.9

1.6

5.4

4.8

Total

$

101.0

$

102.7

$

291.4

$

284.6

v3.23.3
Revenue Recognition
9 Months Ended
Sep. 30, 2023
Revenue Recognition  
Revenue Recognition

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 nine months ended September 30, 2023 and 2022, 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 September 30, 2023 and December 31, 2022. These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of September 30, 2023 and December 31, 2022.

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 September 30, 2023.

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 September 30, 2023 and December 31, 2022, and related warranty expense for the three and nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023 and 2022:

Harsh

Environment

Communications

Interconnect and

Total Reportable

Solutions

Solutions

Sensor Systems

Business Segments

Three Months Ended September 30,

    

2023

  

2022

    

2023

  

2022

    

2023

  

2022

2023

  

2022

Net sales by:

Sales channel:

 

End customers and contract manufacturers

$

652.4

 

$

558.9

 

$

1,027.2

 

$

1,212.5

 

$

993.2

 

$

946.0

$

2,672.8

 

$

2,717.4

Distributors and resellers

 

234.9

 

234.9

 

252.0

 

305.5

 

39.5

 

37.4

 

526.4

 

577.8

$

887.3

$

793.8

$

1,279.2

$

1,518.0

$

1,032.7

$

983.4

$

3,199.2

$

3,295.2

Geography:

United States

$

463.7

$

404.1

$

363.3

$

398.5

$

311.4

$

283.4

$

1,138.4

$

1,086.0

China

 

84.0

 

104.6

 

447.2

 

558.4

 

222.5

 

237.4

753.7

900.4

Other foreign locations

 

339.6

 

285.1

 

468.7

 

561.1

 

498.8

 

462.6

 

1,307.1

1,308.8

$

887.3

$

793.8

$

1,279.2

$

1,518.0

$

1,032.7

$

983.4

$

3,199.2

$

3,295.2

Harsh

Environment

Communications

Interconnect and

Total Reportable

Solutions

Solutions

Sensor Systems

Business Segments

Nine Months Ended September 30,

    

2023

  

2022

    

2023

  

2022

    

2023

  

2022

2023

  

2022

Net sales by:

Sales channel:

 

End customers and contract manufacturers

$

1,927.7

 

$

1,612.8

 

$

2,838.3

 

$

3,311.0

 

$

2,904.5

 

$

2,754.4

$

7,670.5

 

$

7,678.2

Distributors and resellers

 

702.7

 

699.1

 

729.3

 

905.5

 

124.7

 

101.0

 

1,556.7

 

1,705.6

$

2,630.4

$

2,311.9

$

3,567.6

$

4,216.5

$

3,029.2

$

2,855.4

$

9,227.2

$

9,383.8

Geography:

United States

$

1,335.7

$

1,147.2

$

1,046.6

$

1,092.0

$

905.4

$

802.3

$

3,287.7

$

3,041.5

China

 

260.1

 

338.0

 

1,182.4

 

1,433.8

 

598.0

 

643.8

2,040.5

2,415.6

Other foreign locations

 

1,034.6

 

826.7

 

1,338.6

 

1,690.7

 

1,525.8

 

1,409.3

 

3,899.0

3,926.7

$

2,630.4

$

2,311.9

$

3,567.6

$

4,216.5

$

3,029.2

$

2,855.4

$

9,227.2

$

9,383.8

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.

v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies  
Commitments and Contingencies

Note 15—Commitments and Contingencies

From time to time, the Company has been threatened with, or named as a defendant in, various legal or regulatory actions in the ordinary course of business. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. Although the potential liability with respect to certain of such legal or regulatory actions cannot be reasonably estimated, none of such matters is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s legal costs associated with defending itself are recorded to expense as incurred.

In August 2018, the Company received a subpoena from the U.S. Department of Defense, Office of the Inspector General (the “OIG”). In 2022, after multiple document productions by the Company, the OIG alleged that the Company likely violated various provisions of federal law, including violations under the civil False Claims Act. The alleged violations related to various Company actions and inactions through 2017 related to the several “stop shipment” orders regarding certain military connector products that were received by the Company in March 2016 and lifted by the U.S. government for all affected products over a period from April 2016 through January 2017. On August 3, 2023, the Company reached an agreement with the U.S. government related to this investigation. Under the terms of the settlement agreement, the Company did not admit to any liability, but agreed to pay the U.S. government a settlement amount of $18.0, which the Company had accrued prior to 2023 and which the Company paid in full during the third quarter of 2023. The settlement ends the government's investigation and releases the Company from further liability for the issues under investigation.

From December 2019 through October 2020, the Company was named as one of several defendants in four separate lawsuits filed in the State of Indiana. The lawsuits relate to a manufacturing site in Franklin, Indiana (the “Site”) where the Company has been conducting an environmental clean-up effort under the direction of the United States Environmental Protection Agency (the “EPA”). The Site was shut down in 1983, more than three years before the Company acquired the Site as part of a larger acquisition that led to the establishment of the Company’s business in 1987 (the “Acquisition”). In connection with the Acquisition, the Company agreed, and has continued, to work closely with the EPA regarding the ongoing clean-up effort at the Site, subject to an indemnity from the seller (the “Seller”). In 1989, the Company sold the property where the Site is located. In the second and third quarters of 2023, the Company entered into settlement agreements resolving two of the four cases. There is no assurance that any additional settlements will be reached. The lawsuits collectively seek, among other things, compensation for personal injuries and for past, present and future medical expenses, compensation for loss of property values near the Site and costs related to medical monitoring for individuals living close to the Site, in each case arising from alleged exposure to hazardous chemicals. The Company denies any wrongdoing and is defending each of the remaining above-described lawsuits. All the costs incurred relating to these lawsuits have been reimbursed by the Seller based on the Seller’s indemnification obligations entered into in connection with the Acquisition (the “1987 Indemnification Agreement”). In addition, the environmental investigation, remediation and monitoring activities undertaken by the Company relating to the Site have been reimbursed under the 1987 Indemnification Agreement. As a result, the Company does not believe that the costs associated with these lawsuits or the resolution of the related environmental matters will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Certain operations of the Company are subject to environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. 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.

v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net Income (Loss) $ 513.9 $ 496.6 $ 1,413.6 $ 1,394.8
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Basis of Presentation and Principles of Consolidation (Policy)
9 Months Ended
Sep. 30, 2023
Basis of Presentation and Principles of Consolidation  
Principles of Consolidation The Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022, and the related Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023 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, 2022 (the “2022 Annual Report”).
v3.23.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2023
Inventories  
Schedule of Inventories

September 30, 

December 31, 

 

    

2023

    

2022

 

Raw materials and supplies

 

$

987.2

 

$

929.9

Work in process

 

566.2

 

556.0

Finished goods

 

545.7

 

607.7

 

$

2,099.1

 

$

2,093.6

v3.23.3
Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt  
Schedule of debt

 

September 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

 

345.2

 

349.9

 

342.7

2.050% Senior Notes due March 2025

399.8

379.3

399.7

376.3

4.750% Senior Notes due March 2026

349.0

342.8

0.750% Euro Senior Notes due May 2026

528.3

487.0

533.4

491.7

2.000% Euro Senior Notes due October 2028

527.9

486.1

533.2

491.5

4.350% Senior Notes due June 2029

499.7

470.7

499.7

477.7

2.800% Senior Notes due February 2030

899.6

761.6

899.5

769.2

2.200% Senior Notes due September 2031

747.8

582.7

747.6

596.2

Other debt

 

12.7

 

12.7

 

6.9

 

6.9

Less: unamortized deferred debt issuance costs

 

 

(22.8)

 

 

(25.0)

 

Total debt

 

4,292.0

 

3,868.1

 

4,577.7

 

4,185.0

Less: current portion

 

355.6

350.8

 

2.7

 

2.7

Total long-term debt

$

3,936.4

 

$

3,517.3

 

$

4,575.0

 

$

4,182.3

v3.23.3
Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Measurements  
Fair values of financial and non-financial assets and liabilities

Fair Value Measurements

Quoted Prices in

Significant

Significant

Active Markets

Observable

Unobservable

for Identical

Inputs

Inputs

Total

Assets (Level 1)

(Level 2)

(Level 3)

September 30, 2023:

Short-term investments

$

252.5

$

$

252.5

$

Long-term investments

0.8

0.8

Forward contracts

(0.8)

(0.8)

Redeemable noncontrolling interest

(21.8)

(21.8)

Total

$

230.7

$

$

252.5

$

(21.8)

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)

v3.23.3
Income Taxes (Tables)
9 Months Ended
Sep. 30, 2023
Income Taxes  
Schedule of provision for income taxes and effective tax rate

Three Months Ended

Nine Months Ended

    

September 30, 

    

September 30, 

2023

2022

2023

2022

Provision for income taxes

$

(115.2)

$

(150.4)

$

(363.0)

$

(429.2)

Effective tax rate

 

18.2

%  

 

23.1

%  

 

20.3

%  

 

23.4

%

v3.23.3
Stockholders' Equity and Noncontrolling Interests (Tables)
9 Months Ended
Sep. 30, 2023
Stockholders' Equity and Noncontrolling Interests  
Rollforward of consolidated changes in equity

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the three months ended September 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

   

Interest

  

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

Net income

  

 

513.9

 

4.0

 

517.9

0.4

Other comprehensive income (loss)

  

 

(65.4)

 

(0.3)

 

(65.7)

Acquisitions resulting in noncontrolling interests

  

 

0.2

 

0.2

Distributions to shareholders of noncontrolling interests

  

 

(1.4)

 

(1.4)

Purchase of treasury stock

  

(1.7)

 

(149.3)

 

(149.3)

Retirement of treasury stock

  

 

 

 

Stock options exercised

  

3.6

0.4

28.3

 

127.7

(13.4)

 

142.6

Dividends declared ($0.21 per common share)

  

 

(125.6)

 

(125.6)

Stock-based compensation expense

  

 

26.9

 

26.9

Balance as of September 30, 2023

  

600.3

$

0.6

(2.0)

$

(170.6)

$

3,015.0

$

5,669.7

$

(657.9)

$

59.7

$

7,916.5

$

21.8

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the nine months ended September 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

   

Interest

  

Balance as of December 31, 2022

  

596.0

 

$

0.6

 

(1.2)

 

$

(79.8)

 

$

2,650.4

 

$

4,979.4

 

$

(535.0)

 

$

57.9

 

$

7,073.5

 

$

20.6

Net income

  

 

1,413.6

 

11.6

 

1,425.2

1.2

Other comprehensive income (loss)

  

 

(122.9)

 

(2.8)

 

(125.7)

Acquisitions resulting in noncontrolling interest

  

 

1.0

 

1.0

Distributions to shareholders of noncontrolling interests

  

 

(8.0)

 

(8.0)

Purchase of treasury stock

  

(5.8)

 

(469.8)

 

(469.8)

Retirement of treasury stock

  

(4.1)

4.1

 

320.5

 

(320.5)

 

Stock options exercised

  

8.4

0.9

58.5

 

292.2

(27.1)

 

323.6

Dividends declared ($0.63 per common share)

  

 

(375.7)

 

(375.7)

Stock-based compensation expense

  

 

72.4

 

72.4

Balance as of September 30, 2023

  

600.3

 

$

0.6

 

(2.0)

 

$

(170.6)

 

$

3,015.0

 

$

5,669.7

 

$

(657.9)

 

$

59.7

 

$

7,916.5

 

$

21.8

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the three months ended September 30, 2022 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

   

Interest

  

Balance as of June 30, 2022

  

596.7

 

$

0.6

 

(1.4)

 

$

(92.0)

 

$

2,477.8

 

$

4,553.8

 

$

(475.9)

 

$

57.7

 

$

6,522.0

 

$

19.9

Net income

  

 

496.6

 

3.6

 

500.2

 

0.3

Other comprehensive income (loss)

  

 

(196.5)

 

(3.2)

 

(199.7)

 

Distributions to shareholders of noncontrolling interests

  

 

(0.3)

 

(0.3)

 

Purchase of treasury stock

  

(2.4)

 

(170.1)

 

(170.1)

 

Retirement of treasury stock

  

(2.1)

2.1

 

150.3

 

(150.3)

 

 

Stock options exercised

  

1.9

0.2

14.3

 

63.7

(6.0)

 

72.0

 

Dividends declared ($0.20 per common share)

  

 

(119.0)

 

(119.0)

 

Stock-based compensation expense

  

 

23.6

 

23.6

 

Balance as of September 30, 2022

  

596.5

$

0.6

(1.5)

$

(97.5)

$

2,565.1

$

4,775.1

$

(672.4)

$

57.8

$

6,628.7

$

20.2

(1) Excludes redeemable noncontrolling interest.

A rollforward of consolidated changes in equity and redeemable noncontrolling interest for the nine months ended September 30, 2022 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

   

Interest

Balance as of December 31, 2021

 

600.7

 

$

0.6

 

(1.6)

 

$

(100.0)

 

$

2,409.0

 

$

4,278.9

 

$

(286.5)

 

$

58.1

 

$

6,360.1

$

19.0

Net income

 

1,394.8

 

9.8

 

1,404.6

1.2

Other comprehensive income (loss)

 

(385.9)

(6.1)

 

(392.0)

Purchase of noncontrolling interest

(0.4)

(0.1)

(0.5)

Distributions to shareholders of noncontrolling interests

 

(3.9)

 

(3.9)

Purchase of treasury stock

(7.6)

 

(560.1)

 

(560.1)

Retirement of treasury stock

 

(7.0)

7.0

 

519.3

 

(519.3)

 

Stock options exercised

 

2.8

0.7

43.3

 

92.3

(21.7)

 

113.9

Dividends declared ($0.60 per common share)

 

(357.6)

 

(357.6)

Stock-based compensation expense

 

 

64.2

 

 

 

 

 

64.2

Balance as of September 30, 2022

 

596.5

 

$

0.6

 

(1.5)

 

$

(97.5)

 

$

2,565.1

 

$

4,775.1

 

$

(672.4)

 

$

57.8

 

$

6,628.7

$

20.2

(1) Excludes redeemable noncontrolling interest.

Schedules of dividends

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

2022

2023

2022

Dividends declared

$

125.6

$

119.0

$

375.7

$

357.6

Dividends paid (including those declared in the prior year)

 

125.1

 

119.1

 

375.0

 

358.4

v3.23.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2023
Stock-Based Compensation  
Schedule of stock option activity

  

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

Options granted

  

57,541

 

83.53

Options exercised

  

(4,007,400)

 

35.62

Options forfeited

  

(99,442)

 

65.23

Options outstanding at September 30, 2023

  

62,434,646

$

49.97

 

5.98

$

2,125.3

Vested and non-vested options expected to vest at September 30, 2023

  

60,609,087

$

49.56

 

5.91

$

2,088.0

Exercisable options at September 30, 2023

  

39,792,545

$

42.50

 

4.83

$

1,651.2

Summary of status of non-vested options and changes during the year

    

    

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

Options granted

 

57,541

 

23.93

Options vested

 

(61,321)

 

11.54

Options forfeited

 

(115,442)

 

13.68

Non-vested options at September 30, 2023

 

22,642,101

$

14.52

Summary of activity in the option plans

 

Three Months Ended

    

Nine Months Ended

 

September 30, 

September 30, 

2023

2022

2023

2022

Total intrinsic value of stock options exercised

$

208.4

$

82.2

$

447.9

$

151.4

Total fair value of stock options vested

 

0.7

 

0.7

 

89.3

 

79.4

v3.23.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share  
Schedule of the reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(dollars and shares in millions, except per share data)

  

2023

   

2022

    

2023

   

2022

   

Net income attributable to Amphenol Corporation stockholders

$

513.9

$

496.6

$

1,413.6

$

1,394.8

Weighted average common shares outstanding — Basic

 

597.7

 

595.3

 

595.9

 

596.6

Effect of dilutive stock options

 

24.3

 

24.0

 

24.2

 

24.9

Weighted average common shares outstanding — Diluted

 

622.0

 

619.3

 

620.1

 

621.5

Net income attributable to Amphenol Corporation per common share — Basic

$

0.86

$

0.83

$

2.37

$

2.34

Net income attributable to Amphenol Corporation per common share — Diluted

$

0.83

$

0.80

$

2.28

$

2.24

v3.23.3
Benefit Plans and Other Postretirement Benefits (Tables)
9 Months Ended
Sep. 30, 2023
Benefit Plans and Other Postretirement Benefits  
Schedule of components of net pension expense

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

 

2022

  

2023

 

2022

Service cost

 

$

1.8

$

1.5

$

5.5

$

4.5

Interest cost

 

6.5

 

3.4

 

19.5

 

10.5

Expected return on plan assets

 

(7.3)

 

(7.5)

 

(21.8)

 

(22.5)

Amortization of prior service cost

 

0.4

 

0.4

 

1.3

 

1.1

Amortization of net actuarial losses

 

0.6

 

4.0

 

1.6

 

12.2

Net pension expense

 

$

2.0

$

1.8

$

6.1

$

5.8

v3.23.3
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Other Intangible Assets  
Schedule of changes in the carrying amount of goodwill by segment

    

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

 

140.5

 

 

23.3

 

163.8

Foreign currency translation

 

(9.2)

 

(14.2)

 

(12.0)

 

(35.4)

Goodwill at September 30, 2023

$

1,798.4

$

2,893.9

$

1,882.2

$

6,574.5

Summary of the Company's amortizable intangible assets

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows:

September 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

$

732.9

$

432.6

$

300.3

$

677.0

$

398.3

$

278.7

Proprietary technology

13

 

310.0

 

140.2

169.8

 

310.0

 

123.8

186.2

Backlog and other

1

 

97.2

 

92.2

5.0

 

86.9

 

86.8

0.1

Total intangible assets (definite-lived)

10

1,140.1

665.0

475.1

1,073.9

608.9

465.0

Trade names (indefinite-lived)

269.1

269.1

269.1

269.1

$

1,409.2

$

665.0

$

744.2

$

1,343.0

$

608.9

$

734.1

Summary of the Company's indefinite-lived intangible assets

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows:

September 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

$

732.9

$

432.6

$

300.3

$

677.0

$

398.3

$

278.7

Proprietary technology

13

 

310.0

 

140.2

169.8

 

310.0

 

123.8

186.2

Backlog and other

1

 

97.2

 

92.2

5.0

 

86.9

 

86.8

0.1

Total intangible assets (definite-lived)

10

1,140.1

665.0

475.1

1,073.9

608.9

465.0

Trade names (indefinite-lived)

269.1

269.1

269.1

269.1

$

1,409.2

$

665.0

$

744.2

$

1,343.0

$

608.9

$

734.1

v3.23.3
Reportable Business Segments (Tables)
9 Months Ended
Sep. 30, 2023
Reportable Business Segments  
Schedule of net sales, both external and intersegment, by segment

    

External

Intersegment

Three Months Ended September 30, 

2023

2022

2023

2022

Harsh Environment Solutions

 

$

887.3

$

793.8

$

21.5

$

20.9

Communications Solutions

1,279.2

1,518.0

12.6

21.4

Interconnect and Sensor Systems

1,032.7

983.4

4.0

4.1

Consolidated Net sales

$

3,199.2

$

3,295.2

$

38.1

$

46.4

Nine Months Ended September 30, 

Harsh Environment Solutions

 

$

2,630.4

$

2,311.9

$

69.3

$

56.2

Communications Solutions

3,567.6

4,216.5

38.7

61.4

Interconnect and Sensor Systems

3,029.2

2,855.4

13.4

13.5

Consolidated Net sales

$

9,227.2

$

9,383.8

$

121.4

$

131.1

Schedule of the reconciliation of segment operating income to consolidated income before income taxes

Three Months Ended September 30, 

Nine Months Ended September 30, 

2023

2022

2023

2022

Segment operating income:

Harsh Environment Solutions

$

239.1

$

207.1

$

705.7

$

596.8

Communications Solutions

283.3

341.6

752.4

927.2

Interconnect and Sensor Systems

188.9

185.3

553.6

522.8

Total segment operating income

711.3

734.0

2,011.7

2,046.8

Corporate / Other:

Stock-based compensation expense

(26.9)

(23.6)

(72.4)

(64.2)

Acquisition-related expenses

(9.0)

(12.0)

(18.4)

(12.0)

Other operating expenses

(17.5)

(17.3)

(51.3)

(50.9)

Interest expense

(33.6)

(32.8)

(104.5)

(91.3)

Gain on bargain purchase acquisition

5.4

Other income (expense), net

9.2

2.6

18.9

6.6

Income before income taxes

$

633.5

$

650.9

$

1,789.4

$

1,835.0

Schedule of depreciation and amortization expense

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

2023

2022

2023

2022

Harsh Environment Solutions

 

$

20.7

$

22.7

$

65.0

$

59.9

Communications Solutions

46.3

49.2

126.1

132.6

Interconnect and Sensor Systems

32.1

29.2

94.9

87.3

Corporate / Other

1.9

1.6

5.4

4.8

Total

$

101.0

$

102.7

$

291.4

$

284.6

v3.23.3
Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2023
Revenue Recognition  
Schedule of disaggregation of net sales

Harsh

Environment

Communications

Interconnect and

Total Reportable

Solutions

Solutions

Sensor Systems

Business Segments

Three Months Ended September 30,

    

2023

  

2022

    

2023

  

2022

    

2023

  

2022

2023

  

2022

Net sales by:

Sales channel:

 

End customers and contract manufacturers

$

652.4

 

$

558.9

 

$

1,027.2

 

$

1,212.5

 

$

993.2

 

$

946.0

$

2,672.8

 

$

2,717.4

Distributors and resellers

 

234.9

 

234.9

 

252.0

 

305.5

 

39.5

 

37.4

 

526.4

 

577.8

$

887.3

$

793.8

$

1,279.2

$

1,518.0

$

1,032.7

$

983.4

$

3,199.2

$

3,295.2

Geography:

United States

$

463.7

$

404.1

$

363.3

$

398.5

$

311.4

$

283.4

$

1,138.4

$

1,086.0

China

 

84.0

 

104.6

 

447.2

 

558.4

 

222.5

 

237.4

753.7

900.4

Other foreign locations

 

339.6

 

285.1

 

468.7

 

561.1

 

498.8

 

462.6

 

1,307.1

1,308.8

$

887.3

$

793.8

$

1,279.2

$

1,518.0

$

1,032.7

$

983.4

$

3,199.2

$

3,295.2

Harsh

Environment

Communications

Interconnect and

Total Reportable

Solutions

Solutions

Sensor Systems

Business Segments

Nine Months Ended September 30,

    

2023

  

2022

    

2023

  

2022

    

2023

  

2022

2023

  

2022

Net sales by:

Sales channel:

 

End customers and contract manufacturers

$

1,927.7

 

$

1,612.8

 

$

2,838.3

 

$

3,311.0

 

$

2,904.5

 

$

2,754.4

$

7,670.5

 

$

7,678.2

Distributors and resellers

 

702.7

 

699.1

 

729.3

 

905.5

 

124.7

 

101.0

 

1,556.7

 

1,705.6

$

2,630.4

$

2,311.9

$

3,567.6

$

4,216.5

$

3,029.2

$

2,855.4

$

9,227.2

$

9,383.8

Geography:

United States

$

1,335.7

$

1,147.2

$

1,046.6

$

1,092.0

$

905.4

$

802.3

$

3,287.7

$

3,041.5

China

 

260.1

 

338.0

 

1,182.4

 

1,433.8

 

598.0

 

643.8

2,040.5

2,415.6

Other foreign locations

 

1,034.6

 

826.7

 

1,338.6

 

1,690.7

 

1,525.8

 

1,409.3

 

3,899.0

3,926.7

$

2,630.4

$

2,311.9

$

3,567.6

$

4,216.5

$

3,029.2

$

2,855.4

$

9,227.2

$

9,383.8

v3.23.3
Inventories (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Inventories    
Raw materials and supplies $ 987.2 $ 929.9
Work in process 566.2 556.0
Finished goods 545.7 607.7
Inventories $ 2,099.1 $ 2,093.6
v3.23.3
Debt, Schedule of Debt (Details)
€ in Millions, $ in Millions
Sep. 30, 2023
USD ($)
Sep. 30, 2023
EUR (€)
Mar. 30, 2023
Dec. 31, 2022
USD ($)
Dec. 31, 2022
EUR (€)
Debt          
Less: unamortized deferred debt issuance costs $ (22.8)     $ (25.0)  
Total debt 4,292.0     4,577.7  
Less current portion 355.6     2.7  
Total long-term debt 3,936.4     4,575.0  
Total debt, Approximate Fair Value 3,868.1     4,185.0  
Less current portion, Fair Value 350.8     2.7  
Long-term debt, Approximate Fair Value 3,517.3     4,182.3  
Fair Value          
Debt          
Less: unamortized deferred debt issuance costs      
The "Revolving Credit Facility" | Revolving Credit Facility          
Debt          
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs 0.0     0.0  
Total debt, Approximate Fair Value 0.0     0.0  
U.S. Commercial Paper Program          
Debt          
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs 0.0     632.8  
Total debt, Approximate Fair Value 0.0     632.8  
Euro Commercial Paper Program          
Debt          
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs 0.0 € 0.0   0.0 € 0.0
Total debt, Approximate Fair Value 0.0     0.0  
2022 Term Loan          
Debt          
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs 0.0     0.0  
Total debt, Approximate Fair Value $ 0.0     $ 0.0  
3.20% Senior Notes due April 2024          
Debt          
Stated interest rate (as a percent) 3.20% 3.20%   3.20% 3.20%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 350.0     $ 349.9  
Total debt, Approximate Fair Value $ 345.2     $ 342.7  
2.05% Senior Notes due March 2025          
Debt          
Stated interest rate (as a percent) 2.05% 2.05%   2.05% 2.05%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 399.8     $ 399.7  
Total debt, Approximate Fair Value $ 379.3     376.3  
4.750% Senior Notes due March 2026          
Debt          
Stated interest rate (as a percent) 4.75% 4.75% 4.75%    
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 349.0     0.0  
Total debt, Approximate Fair Value $ 342.8     $ 0.0  
0.750% Euro Senior Notes due May 2026          
Debt          
Stated interest rate (as a percent) 0.75% 0.75%   0.75% 0.75%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 528.3     $ 533.4  
Total debt, Approximate Fair Value $ 487.0     $ 491.7  
2.000% Euro Senior Notes due October 2028          
Debt          
Stated interest rate (as a percent) 2.00% 2.00%   2.00% 2.00%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 527.9     $ 533.2  
Total debt, Approximate Fair Value $ 486.1     $ 491.5  
4.350% Senior Notes due June 2029          
Debt          
Stated interest rate (as a percent) 4.35% 4.35%   4.35% 4.35%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 499.7     $ 499.7  
Total debt, Approximate Fair Value $ 470.7     $ 477.7  
2.800% Senior Notes due February 2030          
Debt          
Stated interest rate (as a percent) 2.80% 2.80%   2.80% 2.80%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 899.6     $ 899.5  
Total debt, Approximate Fair Value $ 761.6     $ 769.2  
2.200% Senior Notes due September 2031          
Debt          
Stated interest rate (as a percent) 2.20% 2.20%   2.20% 2.20%
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs $ 747.8     $ 747.6  
Total debt, Approximate Fair Value 582.7     596.2  
Other Debt [Member]          
Debt          
Debt carrying amount, net of unamortized discount or premium before deferred debt issuance costs 12.7     6.9  
Total debt, Approximate Fair Value $ 12.7     $ 6.9  
v3.23.3
Debt, Revolving Credit Facility (Details) - The "Revolving Credit Facility" - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Nov. 30, 2021
Debt      
Maximum borrowing capacity $ 2,500.0   $ 2,500.0
Borrowings under the Revolving Credit Facility $ 0.0 $ 0.0  
Debt instrument, covenant compliance On September 30, 2023, the Company was in compliance with the financial covenants under the Revolving Credit Facility    
v3.23.3
Debt, Term Loan Credit Facility (Details) - 2022 Term Loan
$ in Millions
9 Months Ended
Apr. 19, 2022
USD ($)
loan
Sep. 30, 2023
USD ($)
Debt    
Maximum borrowing capacity $ 750.0  
Borrowings under the unsecured term loan credit facility   $ 0.0
Maturity term 2 years  
Debt maturity date Apr. 19, 2024  
Number of occasions allowed to borrow over the life of the facility | loan 5  
Credit facility, covenant compliance   On September 30, 2023, the Company was in compliance with the financial covenants under the 2022 Term Loan.
v3.23.3
Debt, Commercial Paper (Details)
€ in Millions, $ in Millions
9 Months Ended
Sep. 30, 2023
EUR (€)
item
Sep. 30, 2023
USD ($)
item
Dec. 31, 2022
EUR (€)
Dec. 31, 2022
USD ($)
Commercial Paper Programs and Revolving Credit Facility [Member]        
Debt        
Maximum borrowing capacity   $ 2,500.0    
U.S. Commercial Paper Program        
Debt        
Average interest rate (as a percent)     4.69% 4.69%
Debt carrying amount, net of unamortized discount before deferred debt issuance costs   0.0   $ 632.8
Maximum borrowing capacity   $ 2,500.0    
U.S. Commercial Paper Program | Maximum        
Debt        
Maturity term 397 days      
Euro Commercial Paper Program        
Debt        
Number of wholly-owned subsidiaries that entered into a euro-commercial paper program | item 1 1    
Debt carrying amount, net of unamortized discount before deferred debt issuance costs € 0.0 $ 0.0 € 0.0 $ 0.0
Maximum borrowing capacity   $ 2,000.0    
Euro Commercial Paper Program | Maximum        
Debt        
Maturity term 183 days      
v3.23.3
Debt, U.S. Senior Notes (Details) - USD ($)
$ in Millions
9 Months Ended
Mar. 30, 2023
Sep. 30, 2023
U.S. Senior Notes    
Debt    
Redemption price as a percentage of principal amount   100.00%
4.750% Senior Notes due March 2026    
Debt    
Redemption price as a percentage of principal amount 100.00%  
Debt instrument, principal amount $ 350.0  
Stated interest rate (as a percent) 4.75% 4.75%
Debt instrument, face amount, net of discount (as a percent) 99.658%  
Debt maturity date   Mar. 30, 2026
Euro Senior Notes and US Senior Notes [Member]    
Debt    
Debt instrument, covenant compliance   On September 30, 2023, the Company was in compliance with all requirements under its Senior Notes
v3.23.3
Debt, Euro Senior Notes (Details)
€ in Millions
9 Months Ended
Sep. 30, 2023
EUR (€)
loan
Euro Notes [Member]  
Debt  
Number of outstanding notes | loan 2
Redemption price as a percentage of principal amount 100.00%
0.750% Euro Senior Notes Due May 2026 [Member]  
Debt  
Debt instrument, principal amount € 500.0
Stated interest rate (as a percent) 0.75%
Debt maturity date May 04, 2026
Debt instrument, face amount, net of discount (as a percent) 99.563%
2.000% Euro Senior Notes due October 2028 [Member]  
Debt  
Debt instrument, principal amount € 500.0
Stated interest rate (as a percent) 2.00%
Debt maturity date Oct. 08, 2028
Debt instrument, face amount, net of discount (as a percent) 99.498%
Euro Senior Notes and US Senior Notes [Member]  
Debt  
Debt instrument, covenant compliance On September 30, 2023, the Company was in compliance with all requirements under its Senior Notes
v3.23.3
Fair Value Measurements (Details)
$ in Millions
9 Months Ended
Sep. 30, 2023
USD ($)
contract
Dec. 31, 2022
USD ($)
Net Investment Hedging [Member]    
Fair value of assets and liabilities measured on recurring basis    
Number of forward contracts | contract 0  
Cash Flow Hedging    
Fair value of assets and liabilities measured on recurring basis    
Number of forward contracts | contract 0  
Maximum    
Fair value of assets and liabilities measured on recurring basis    
Long-term investments maturity period 2 years  
Fair value measurements recurring basis    
Fair value of assets and liabilities measured on recurring basis    
Short-term investments $ 252.5 $ 61.1
Long-term investments 0.8 50.8
Forward contracts   1.5
Forward contracts (0.8)  
Redeemable noncontrolling interest (21.8) (20.6)
Total asset 230.7 92.8
Fair value measurements recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair value of assets and liabilities measured on recurring basis    
Short-term investments 0.0 0.0
Long-term investments 0.0 0.0
Forward contracts   0.0
Forward contracts 0.0  
Redeemable noncontrolling interest 0.0 0.0
Total asset 0.0 0.0
Fair value measurements recurring basis | Significant Observable Inputs (Level 2)    
Fair value of assets and liabilities measured on recurring basis    
Short-term investments 252.5 61.1
Long-term investments 0.8 50.8
Forward contracts   1.5
Forward contracts (0.8)  
Redeemable noncontrolling interest 0.0 0.0
Total asset 252.5 113.4
Fair value measurements recurring basis | Significant Unobservable Inputs (Level 3)    
Fair value of assets and liabilities measured on recurring basis    
Short-term investments 0.0 0.0
Long-term investments 0.0 0.0
Forward contracts   0.0
Forward contracts 0.0  
Redeemable noncontrolling interest (21.8) (20.6)
Total liability $ (21.8) $ (20.6)
v3.23.3
Income Taxes, Provision and Effective tax rate (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Taxes        
Provision for income taxes $ (115.2) $ (150.4) $ (363.0) $ (429.2)
Effective tax rate 18.20% 23.10% 20.30% 23.40%
Excess tax benefit from option exercises $ 38.3 $ 10.6 $ 67.3 $ 21.9
Excess tax benefit, impact on effective tax rate (6.00%) (1.60%) (3.80%) (1.20%)
Impact of gain associated with the bargain purchase acquisition on the effective tax rate     (0.10%)  
Impact of acquisition-related expenses on the effective tax rate 0.20% 0.20% 0.10% 0.10%
v3.23.3
Income Taxes, 2017 Tax Cuts and Jobs Act (Details)
9 Months Ended
Sep. 30, 2023
Income Taxes  
Period for payment of Transition Tax 8 years
v3.23.3
Income Taxes, Unrecognized tax benefits (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Income Taxes  
Unrecognized tax benefits, anticipated adjustment for changing facts and circumstances, over the next twelve month period $ 21.8
Amount for unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate $ 198.0
v3.23.3
Stockholders Equity and Noncontrolling Interests (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Oct. 25, 2022
Oct. 24, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Increase (Decrease) In Equity            
Balance at beginning of period     $ 7,570.9 $ 6,522.0 $ 7,073.5 $ 6,360.1
Redeemable noncontrolling interest, balance at beginning of period         20.6  
Net income, excluding portion attributable to redeemable noncontrolling interest     517.9 500.2 1,425.2 1,404.6
Net income     518.3 500.5 1,426.4 1,405.8
Other comprehensive income (loss)     (65.7) (199.7) (125.7) (392.0)
Acquisitions resulting in noncontrolling interest     0.2   1.0  
Purchase of noncontrolling interest           (0.5)
Distributions to shareholders of noncontrolling interests     (1.4) (0.3) (8.0) (3.9)
Purchase of treasury stock     (149.3) (170.1) (469.8) (560.1)
Retirement of treasury stock     0.0 0.0 0.0 0.0
Stock options exercised     142.6 72.0 323.6 113.9
Dividends declared     (125.6) (119.0) (375.7) (357.6)
Stock-based compensation expense     26.9 23.6 72.4 64.2
Balance at end of period     7,916.5 $ 6,628.7 7,916.5 $ 6,628.7
Redeemable noncontrolling interest, balance at end of period     $ 21.8   $ 21.8  
Dividends [Abstract]            
Dividends declared per share (in dollars per share) $ 0.21 $ 0.20 $ 0.21 $ 0.20 $ 0.63 $ 0.60
Redeemable Non-Controlling Interest [Member]            
Increase (Decrease) In Equity            
Redeemable noncontrolling interest, balance at beginning of period     $ 21.4 $ 19.9 $ 20.6 $ 19.0
Net income, redeemable non-controlling interest     0.4 0.3 1.2 1.2
Redeemable noncontrolling interest, other comprehensive income loss net of tax     0.0 0.0 0.0 0.0
Redeemable noncontrolling interest, balance at end of period     $ 21.8 $ 20.2 $ 21.8 $ 20.2
Common Stock            
Increase (Decrease) In Equity            
Balance (in shares)     596.7 596.7 596.0 600.7
Balance at beginning of period     $ 0.6 $ 0.6 $ 0.6 $ 0.6
Retirement of treasury stock     $ 0.0 $ 0.0 $ 0.0 $ 0.0
Retirement of treasury stock (in shares)     0.0 (2.1) (4.1) (7.0)
Stock options exercised     $ 0.0 $ 0.0 $ 0.0 $ 0.0
Stock options exercised (in shares)     3.6 1.9 8.4 2.8
Balance (in shares)     600.3 596.5 600.3 596.5
Balance at end of period     $ 0.6 $ 0.6 $ 0.6 $ 0.6
Treasury Stock            
Increase (Decrease) In Equity            
Balance (in shares)     (0.7) (1.4) (1.2) (1.6)
Balance at beginning of period     $ (49.6) $ (92.0) $ (79.8) $ (100.0)
Purchase of treasury stock     $ (149.3) $ (170.1) $ (469.8) $ (560.1)
Purchase of treasury stock (in shares)     (1.7) (2.4) (5.8) (7.6)
Retirement of treasury stock     $ 0.0 $ 150.3 $ 320.5 $ 519.3
Retirement of treasury stock (in shares)     0.0 2.1 4.1 7.0
Stock options exercised     $ 28.3 $ 14.3 $ 58.5 $ 43.3
Stock options exercised (in shares)     0.4 0.2 0.9 0.7
Balance at end of period     $ (170.6) $ (97.5) $ (170.6) $ (97.5)
Balance (in shares)     (2.0) (1.5) (2.0) (1.5)
Additional Paid in Capital            
Increase (Decrease) In Equity            
Balance at beginning of period     $ 2,860.4 $ 2,477.8 $ 2,650.4 $ 2,409.0
Purchase of noncontrolling interest           (0.4)
Stock options exercised     127.7 63.7 292.2 92.3
Stock-based compensation expense     26.9 23.6 72.4 64.2
Balance at end of period     3,015.0 2,565.1 3,015.0 2,565.1
Retained Earnings            
Increase (Decrease) In Equity            
Balance at beginning of period     5,294.8 4,553.8 4,979.4 4,278.9
Net income, excluding portion attributable to redeemable noncontrolling interest     513.9 496.6 1,413.6 1,394.8
Retirement of treasury stock     0.0 (150.3) (320.5) (519.3)
Stock options exercised     (13.4) (6.0) (27.1) (21.7)
Dividends declared     (125.6) (119.0) (375.7) (357.6)
Balance at end of period     5,669.7 4,775.1 5,669.7 4,775.1
Accumulated Other Comprehensive Loss            
Increase (Decrease) In Equity            
Balance at beginning of period     (592.5) (475.9) (535.0) (286.5)
Other comprehensive income (loss)     (65.4) (196.5) (122.9) (385.9)
Balance at end of period     (657.9) (672.4) (657.9) (672.4)
Noncontrolling Interests            
Increase (Decrease) In Equity            
Balance at beginning of period     57.2 57.7 57.9 58.1
Net income, excluding portion attributable to redeemable noncontrolling interest     4.0 3.6 11.6 9.8
Other comprehensive income (loss)     (0.3) (3.2) (2.8) (6.1)
Acquisitions resulting in noncontrolling interest     0.2   1.0  
Purchase of noncontrolling interest           (0.1)
Distributions to shareholders of noncontrolling interests     (1.4) (0.3) (8.0) (3.9)
Balance at end of period     $ 59.7 $ 57.8 $ 59.7 $ 57.8
v3.23.3
Stockholders Equity and Noncontrolling Interests, Stock Repurchase (Details) - USD ($)
shares in Millions, $ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 27, 2021
Oct. 24, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stockholders' Equity            
Treasury stock retired (in dollars)     $ 0.0 $ 0.0 $ 0.0 $ 0.0
Payments for shares repurchased (in dollars)     $ 149.3 $ 170.1 $ 469.8 $ 560.1
2021 Stock Repurchase Program            
Stockholders' Equity            
Value of shares authorized to be repurchased (in dollars) $ 2,000.0          
Repurchase of stock program, period 3 years          
Number of treasury shares retired         4.1 7.0
Treasury stock retired (in dollars)         $ 320.5 $ 519.3
Number of shares repurchased     1.7 2.4 5.8 7.6
Payments for shares repurchased (in dollars)     $ 149.3 $ 170.1 $ 469.8 $ 560.1
Subsequent Event | 2021 Stock Repurchase Program            
Stockholders' Equity            
Number of shares repurchased   0.4        
Payments for shares repurchased (in dollars)   $ 33.5        
Value of shares remaining that may be repurchased under the stock repurchase program (in dollars)   $ 308.3        
v3.23.3
Stockholders Equity and Noncontrolling Interests, Dividends (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Oct. 24, 2023
Oct. 23, 2023
Oct. 25, 2022
Oct. 24, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dividends declared per share (in dollars per share)     $ 0.21 $ 0.20 $ 0.21 $ 0.20 $ 0.63 $ 0.60
Dividends declared         $ 125.6 $ 119.0 $ 375.7 $ 357.6
Dividends paid (including those declared in the prior year)         $ 125.1 $ 119.1 $ 375.0 $ 358.4
Subsequent Event                
Dividends declared per share (in dollars per share) $ 0.22 $ 0.21            
v3.23.3
Stock-Based Compensation, Stock-based Comp Expense (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stock-Based Compensation        
Expense incurred for stock-based compensation plans $ 26.9 $ 23.6 $ 72.4 $ 64.2
Recognized tax benefit related to stock-based compensation 41.0 12.9 74.5 28.3
Excess tax benefit from option exercises $ 38.3 $ 10.6 $ 67.3 $ 21.9
v3.23.3
Stock-Based Compensation, Stock Options (Details) - shares
9 Months Ended
May 19, 2021
Sep. 30, 2023
May 18, 2021
2009 Employee Option Plan      
Stock-Based Compensation      
Additional shares available for the granting of stock options   0  
Options ratable vesting period   5 years  
Options exercisable period   10 years  
2017 Option Plan      
Stock-Based Compensation      
Additional shares available for the granting of stock options 40,000,000    
Number of shares originally authorized for issuance of stock options under stock option plan     60,000,000
Remaining shares available for the granting of stock options under plan   31,234,953  
Options ratable vesting period   5 years  
Options exercisable period   10 years  
v3.23.3
Stock-Based Compensation, Stock Option Activity (Details) - Employee Stock Option [Member] - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Stock option activity          
Options outstanding at the beginning of the period (in shares) 66,483,947 63,537,988 66,135,037 66,135,037  
Non-vested options, options granted (in shares) 57,541 5,909,147 29,900    
Options exercised (in shares) (4,007,400) (2,678,572) (2,568,529)    
Options forfeited (in shares) (99,442) (284,616) (58,420)    
Options outstanding at the end of the period (in shares) 62,434,646 66,483,947 63,537,988 62,434,646 66,135,037
Vested and non-vested options expected to vest at the end of the period (in shares) 60,609,087     60,609,087  
Exercisable at the end of the period (in shares) 39,792,545     39,792,545  
Weighted Average Exercise Price          
Weighted average exercise price, options outstanding at the beginning of the period (in dollars per share) $ 49.10 $ 46.14 $ 45.57 $ 45.57  
Weighted average exercise price, options granted (in dollars per share) 83.53 75.80 79.74    
Weighted average exercise price, options exercised (in dollars per share) 35.62 37.26 31.58    
Weighted average exercise price, options forfeited (in dollars per share) 65.23 54.97 53.54    
Weighted average exercise price, options outstanding at the end of the period (in dollars per share) 49.97 $ 49.10 $ 46.14 49.97 $ 45.57
Weighted average exercise price, vested and non-vested options expected to vest (in dollars per share) 49.56     49.56  
Weighted average exercise price, exercisable (in dollars per share) $ 42.50     $ 42.50  
Weighted Average Remaining Contractual Term          
Weighted average remaining contractual term of options outstanding 5 years 11 months 23 days 6 years 25 days 5 years 10 months 20 days   6 years 10 days
Weighted average remaining contractual term of options vested options and non-vested expected to vest       5 years 10 months 28 days  
Weighted average remaining contractual term of options exercisable       4 years 9 months 29 days  
Aggregate Intrinsic Value          
Aggregate intrinsic value of options outstanding $ 2,125.3 $ 2,384.3 $ 1,911.4 $ 2,125.3 $ 2,027.2
Aggregate intrinsic value of options, vested and non-vested options expected to vest 2,088.0     2,088.0  
Aggregate intrinsic value of options exercisable $ 1,651.2     $ 1,651.2  
v3.23.3
Stock-Based Compensation, Non-Vested Stock Option Activity (Details) - Employee Stock Option [Member] - $ / shares
3 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Status of the Company's non-vested options and changes during the year      
Non-vested options at the beginning of the period (in shares) 22,761,323 26,542,024 26,721,012
Non-vested options, options granted (in shares) 57,541 5,909,147 29,900
Non-vested options, options vested (in shares) (61,321) (9,421,232) (150,468)
Non-vested options, options forfeited (in shares) (115,442) (268,616) (58,420)
Non-vested options at the end of the period (in shares) 22,642,101 22,761,323 26,542,024
Weighted Average Fair Value at Grant Date      
Weighted average fair value at the grant date, Non-vested options at the beginning of the period (in dollars per share) $ 14.48 $ 11.03 $ 11.04
Weighted average fair value at grant date, options granted (in dollars per share) 23.93 21.36 20.87
Weighted average fair value at grant date, options vested (in dollars per share) 11.54 9.15 15.32
Weighted average fair value at grant date, options forfeited (in dollars per share) 13.68 11.13 10.45
Weighted average fair value at the grant date, Non-vested options at the end of the period (in dollars per share) $ 14.52 $ 14.48 $ 11.03
v3.23.3
Stock-Based Compensation, Option Plans (Details) - Employee Stock Option [Member] - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stock-Based Compensation        
Total intrinsic value of stock options exercised (in dollars) $ 208.4 $ 82.2 $ 447.9 $ 151.4
Total fair value of stock options vested (in dollars) 0.7 $ 0.7 89.3 $ 79.4
Total compensation cost related to non-vested options not yet recognized (in dollars) $ 273.0   $ 273.0  
Weighted average expected amortization period     3 years 6 months 14 days  
v3.23.3
Stock-Based Compensation, Restricted Shares (Details) - 2012 Directors Restricted Stock Plan - shares
May 17, 2023
Sep. 30, 2023
Restricted share activity    
Restricted shares vested (in shares) 21,312  
Restricted Shares    
Stock-Based Compensation    
Remaining shares available for the granting of stock options under plan   0
Restricted share activity    
Restricted shares outstanding (in shares)   0
v3.23.3
Stock-Based Compensation, Phantom Stock (Details) - USD ($)
$ in Millions
9 Months Ended
Jun. 05, 2023
Sep. 30, 2023
Phantom stock for non-employee directors    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares of phantom stock granted (in shares) 19,000  
Total compensation cost related to non-vested restricted shares not yet recognized (in dollars)   $ 0.9
Weighted average expected amortization period   7 months 13 days
Phantom stock for non-employee directors, Each non-employee director    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares of phantom stock granted (in shares) 2,375  
v3.23.3
Earnings Per Share, Reconciliation (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share        
Net Income (Loss) $ 513.9 $ 496.6 $ 1,413.6 $ 1,394.8
Weighted average common shares outstanding - Basic (in shares) 597.7 595.3 595.9 596.6
Effect of dilutive stock options (in shares) 24.3 24.0 24.2 24.9
Weighted average common shares outstanding - Diluted (in shares) 622.0 619.3 620.1 621.5
Net income attributable to Amphenol Corporation per common share - Basic:        
Net income attributable to Amphenol Corporation per common share - Basic (in dollars per share) $ 0.86 $ 0.83 $ 2.37 $ 2.34
Net income attributable to Amphenol Corporation per common share - Diluted:        
Net income attributable to Amphenol Corporation per common share - Diluted (in dollars per share) $ 0.83 $ 0.80 $ 2.28 $ 2.24
Anti-dilutive common shares        
Anti-dilutive stock options, excluded from the computations of earnings per share (in shares) 8.1 12.5 8.1 8.9
v3.23.3
Benefit Plans and Other Postretirement Benefits, Net pension expense (Details) - Pension Benefits - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Components of net pension expense:        
Service cost $ 1.8 $ 1.5 $ 5.5 $ 4.5
Interest cost 6.5 3.4 19.5 10.5
Expected return on plan assets (7.3) (7.5) (21.8) (22.5)
Amortization of prior service cost 0.4 0.4 1.3 1.1
Amortization of net actuarial losses 0.6 4.0 1.6 12.2
Net pension expense 2.0 $ 1.8 6.1 $ 5.8
United States        
Defined Benefit Plan Disclosure        
Estimated future employer contribution in fiscal year $ 0.0   $ 0.0  
v3.23.3
Benefit Plans and Other Postretirement Benefits, Defined contribution plans (Details) - United States - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Jan. 01, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Defined Contribution Plan Disclosure        
Contributions to U.S. defined contribution plans by the Company, maximum percentage of eligible compensation 7.00% 7.00%   6.00%
Matching contributions to U.S. defined contribution plans by the Company   $ 18.4 $ 13.8  
v3.23.3
Acquisitions (Details)
$ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
agreement
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
segment
agreement
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
agreement
Acquisitions          
Number of reportable business segments | segment     3    
Number of acquisitions | agreement     6   2
Acquisition-related expenses $ 9.0 $ 12.0 $ 18.4 $ 12.0  
Purchase price, net of cash acquired     292.6 288.2 $ 288.2
Bargain purchase gain on acquisition $ 0.0 0.0 $ 5.4 0.0  
2022 Acquisitions [Member]          
Acquisitions          
Acquisition-related expenses   12.0   12.0  
Acquisition-related expenses, net of tax   $ 10.5   $ 10.5  
Number of acquisitions for which acquisition accounting has been completed | agreement 2   2    
2023 Acquisitions [Member]          
Acquisitions          
Acquisition-related expenses $ 9.0   $ 18.4    
Acquisition-related expenses, net of tax $ 8.4   $ 16.2    
Harsh Environment Solutions          
Acquisitions          
Number of acquisitions | agreement     4   1
Interconnect and Sensor Systems          
Acquisitions          
Number of acquisitions | agreement     1   1
Communications Solutions          
Acquisitions          
Number of acquisitions | agreement     1    
v3.23.3
Goodwill and Other Intangible Assets, Goodwill (Details)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
agreement
Dec. 31, 2022
USD ($)
agreement
Goodwill.    
Goodwill, Beginning Balance $ 6,446.1  
Acquisition-related 163.8  
Foreign currency translation (35.4)  
Goodwill, Ending Balance $ 6,574.5 $ 6,446.1
Number of acquisitions | agreement 6 2
Harsh Environment Solutions    
Goodwill.    
Goodwill, Beginning Balance $ 1,667.1  
Acquisition-related 140.5  
Foreign currency translation (9.2)  
Goodwill, Ending Balance $ 1,798.4 $ 1,667.1
Number of acquisitions | agreement 4 1
Communications Solutions    
Goodwill.    
Goodwill, Beginning Balance $ 2,908.1  
Acquisition-related 0.0  
Foreign currency translation (14.2)  
Goodwill, Ending Balance $ 2,893.9 $ 2,908.1
Number of acquisitions | agreement 1  
Interconnect and Sensor Systems    
Goodwill.    
Goodwill, Beginning Balance $ 1,870.9  
Acquisition-related 23.3  
Foreign currency translation (12.0)  
Goodwill, Ending Balance $ 1,882.2 $ 1,870.9
Number of acquisitions | agreement 1 1
v3.23.3
Goodwill and Other Intangible Assets, Goodwill Impairment Results (Details)
$ in Millions
9 Months Ended 12 Months Ended
Jul. 01, 2023
USD ($)
Sep. 30, 2023
USD ($)
segment
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Goodwill and Other Intangible Assets        
Goodwill impairment | $ $ 0.0 $ 0.0 $ 0.0 $ 0.0
Number of reportable business segments   3    
Number of reporting units   3    
v3.23.3
Goodwill and Other Intangible Assets, Intangible Assets (Details) - USD ($)
$ in Millions
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Intangible Assets    
Weighted average useful lives of acquired amortizable intangible assets 10 years  
Gross Carrying Amount (definite-lived) $ 1,140.1 $ 1,073.9
Accumulated Amortization 665.0 608.9
Net Carrying Amount, (definite-lived) 475.1 465.0
Indefinite-lived trade name intangible asset 269.1 269.1
Intangible assets, gross (excluding goodwill) 1,409.2 1,343.0
Net Carrying Amount, intangible assets $ 744.2 734.1
Customer relationships    
Intangible Assets    
Weighted average useful lives of acquired amortizable intangible assets 10 years  
Gross Carrying Amount (definite-lived) $ 732.9 677.0
Accumulated Amortization 432.6 398.3
Net Carrying Amount, (definite-lived) $ 300.3 278.7
Proprietary technology    
Intangible Assets    
Weighted average useful lives of acquired amortizable intangible assets 13 years  
Gross Carrying Amount (definite-lived) $ 310.0 310.0
Accumulated Amortization 140.2 123.8
Net Carrying Amount, (definite-lived) $ 169.8 186.2
Backlog and other    
Intangible Assets    
Weighted average useful lives of acquired amortizable intangible assets 1 year  
Gross Carrying Amount (definite-lived) $ 97.2 86.9
Accumulated Amortization 92.2 86.8
Net Carrying Amount, (definite-lived) $ 5.0 $ 0.1
v3.23.3
Goodwill and Other Intangible Assets, Amortization (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Intangible assets        
Amortization expense $ 18.1 $ 21.9 $ 59.4 $ 56.7
Amortization expense estimated for each of the next five fiscal years        
Remainder of 2023 23.9   23.9  
2024 70.2   70.2  
2025 60.8   60.8  
2026 59.2   59.2  
2027 52.5   52.5  
2028 $ 45.2   45.2  
2022 Acquisitions [Member] | Backlog        
Intangible assets        
Amortization expense   $ 5.0   $ 5.0
2023 Acquisitions [Member] | Backlog        
Intangible assets        
Amortization expense     $ 5.4  
v3.23.3
Goodwill and Other Intangible Assets, Intangible Asset Impairment Results (Details) - USD ($)
$ in Millions
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Other Intangible Assets      
Impairment of intangible assets $ 0.0 $ 0.0 $ 0.0
v3.23.3
Reportable Business Segments, Net sales by segment (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
segment
entity
Sep. 30, 2022
USD ($)
Segment reporting information        
Number of reportable business segments | segment     3  
Number of segment managers | entity     3  
Net sales $ 3,199.2 $ 3,295.2 $ 9,227.2 $ 9,383.8
Harsh Environment Solutions        
Segment reporting information        
Net sales 887.3 793.8 2,630.4 2,311.9
Communications Solutions        
Segment reporting information        
Net sales 1,279.2 1,518.0 3,567.6 4,216.5
Interconnect and Sensor Systems        
Segment reporting information        
Net sales 1,032.7 983.4 3,029.2 2,855.4
Operating Segment | Harsh Environment Solutions        
Segment reporting information        
Net sales 887.3 793.8 2,630.4 2,311.9
Operating Segment | Communications Solutions        
Segment reporting information        
Net sales 1,279.2 1,518.0 3,567.6 4,216.5
Operating Segment | Interconnect and Sensor Systems        
Segment reporting information        
Net sales 1,032.7 983.4 3,029.2 2,855.4
Inter-Segment        
Segment reporting information        
Net sales 38.1 46.4 121.4 131.1
Inter-Segment | Harsh Environment Solutions        
Segment reporting information        
Net sales 21.5 20.9 69.3 56.2
Inter-Segment | Communications Solutions        
Segment reporting information        
Net sales 12.6 21.4 38.7 61.4
Inter-Segment | Interconnect and Sensor Systems        
Segment reporting information        
Net sales $ 4.0 $ 4.1 $ 13.4 $ 13.5
v3.23.3
Reportable Business Segments, Reconciliation of Segment Operating Income to Consolidated Income Before Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information        
Operating income $ 657.9 $ 681.1 $ 1,869.6 $ 1,919.7
Stock-based compensation expense (26.9) (23.6) (72.4) (64.2)
Acquisition-related expenses (9.0) (12.0) (18.4) (12.0)
Other operating expenses (17.5) (17.3) (51.3) (50.9)
Interest expense (33.6) (32.8) (104.5) (91.3)
Gain on bargain purchase acquisition 0.0 0.0 5.4 0.0
Other income (expense), net 9.2 2.6 18.9 6.6
Income before income taxes 633.5 650.9 1,789.4 1,835.0
Operating Segment        
Segment Reporting Information        
Operating income 711.3 734.0 2,011.7 2,046.8
Operating Segment | Harsh Environment Solutions        
Segment Reporting Information        
Operating income 239.1 207.1 705.7 596.8
Operating Segment | Communications Solutions        
Segment Reporting Information        
Operating income 283.3 341.6 752.4 927.2
Operating Segment | Interconnect and Sensor Systems        
Segment Reporting Information        
Operating income $ 188.9 $ 185.3 $ 553.6 $ 522.8
v3.23.3
Reportable Business Segments, Depreciation & Amortization by Segment (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment reporting information        
Depreciation and amortization $ 101.0 $ 102.7 $ 291.4 $ 284.6
Harsh Environment Solutions        
Segment reporting information        
Depreciation and amortization 20.7 22.7 65.0 59.9
Communications Solutions        
Segment reporting information        
Depreciation and amortization 46.3 49.2 126.1 132.6
Interconnect and Sensor Systems        
Segment reporting information        
Depreciation and amortization 32.1 29.2 94.9 87.3
Corporate and Other        
Segment reporting information        
Depreciation and amortization $ 1.9 $ 1.6 $ 5.4 $ 4.8
v3.23.3
Revenue Recognition (Details) - item
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue recognition        
Remaining performance obligation, expected timing for substantial portion of performance obligations     3 months  
Practical expedient, performance obligation     true  
Minimum        
Revenue recognition        
Number of reporting periods that may be extended across for multiple delivery dates     1  
Maximum        
Revenue recognition        
Percentage of net sales recognized over time 5.00% 5.00% 5.00% 5.00%
Remaining performance obligation, expected timing for nearly all performance obligations     1 year  
Practical expedient, performance obligation     true  
v3.23.3
Revenue Recognition, Disaggregation of Net Sales (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue recognition        
Net sales $ 3,199.2 $ 3,295.2 $ 9,227.2 $ 9,383.8
United States        
Revenue recognition        
Net sales 1,138.4 1,086.0 3,287.7 3,041.5
China        
Revenue recognition        
Net sales 753.7 900.4 2,040.5 2,415.6
Other foreign locations        
Revenue recognition        
Net sales 1,307.1 1,308.8 3,899.0 3,926.7
End customers and contract manufacturers        
Revenue recognition        
Net sales 2,672.8 2,717.4 7,670.5 7,678.2
Distributors and resellers        
Revenue recognition        
Net sales 526.4 577.8 1,556.7 1,705.6
Harsh Environment Solutions        
Revenue recognition        
Net sales 887.3 793.8 2,630.4 2,311.9
Harsh Environment Solutions | United States        
Revenue recognition        
Net sales 463.7 404.1 1,335.7 1,147.2
Harsh Environment Solutions | China        
Revenue recognition        
Net sales 84.0 104.6 260.1 338.0
Harsh Environment Solutions | Other foreign locations        
Revenue recognition        
Net sales 339.6 285.1 1,034.6 826.7
Harsh Environment Solutions | End customers and contract manufacturers        
Revenue recognition        
Net sales 652.4 558.9 1,927.7 1,612.8
Harsh Environment Solutions | Distributors and resellers        
Revenue recognition        
Net sales 234.9 234.9 702.7 699.1
Communications Solutions        
Revenue recognition        
Net sales 1,279.2 1,518.0 3,567.6 4,216.5
Communications Solutions | United States        
Revenue recognition        
Net sales 363.3 398.5 1,046.6 1,092.0
Communications Solutions | China        
Revenue recognition        
Net sales 447.2 558.4 1,182.4 1,433.8
Communications Solutions | Other foreign locations        
Revenue recognition        
Net sales 468.7 561.1 1,338.6 1,690.7
Communications Solutions | End customers and contract manufacturers        
Revenue recognition        
Net sales 1,027.2 1,212.5 2,838.3 3,311.0
Communications Solutions | Distributors and resellers        
Revenue recognition        
Net sales 252.0 305.5 729.3 905.5
Interconnect and Sensor Systems        
Revenue recognition        
Net sales 1,032.7 983.4 3,029.2 2,855.4
Interconnect and Sensor Systems | United States        
Revenue recognition        
Net sales 311.4 283.4 905.4 802.3
Interconnect and Sensor Systems | China        
Revenue recognition        
Net sales 222.5 237.4 598.0 643.8
Interconnect and Sensor Systems | Other foreign locations        
Revenue recognition        
Net sales 498.8 462.6 1,525.8 1,409.3
Interconnect and Sensor Systems | End customers and contract manufacturers        
Revenue recognition        
Net sales 993.2 946.0 2,904.5 2,754.4
Interconnect and Sensor Systems | Distributors and resellers        
Revenue recognition        
Net sales $ 39.5 $ 37.4 $ 124.7 $ 101.0
v3.23.3
Commitments and Contingencies (Details)
$ in Millions
6 Months Ended 11 Months Ended
Aug. 03, 2023
USD ($)
Sep. 30, 2023
lawsuit
Oct. 31, 2020
lawsuit
United States Department of Defense Settlement [Member]      
Loss Contingencies [Line Items]      
Settlement amount | $ $ 18.0    
Franklin Lawsuits and Settlements [Member]      
Loss Contingencies [Line Items]      
Total number of lawsuits under this legal matter   4 4
Domicile of litigation     Indiana
Number of resolved cases settled during the period, for which the Company has entered into settlement agreements   2