What changed in this filing

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Item 1. Financial Statements

2025-10-24 compared with 2025-07-25 · 204 added, 119 removed, 614 unchanged (34% of the section changed)

3 unchanged sentences

(dollars in millions)

September 30,

Current Assets:

35 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of sales

17 unchanged sentences

Three Months Ended

Six Months Ended

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

Nine Months Ended

September 30,

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

Foreign currency translation adjustments

Unrealized loss on hedging activities, net of tax of ($ 7.9 ) and ($ 7.9 ) for 2025

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.3 ) and ($ 0.8 ) for 2025, and ($ 0.2 ) and ($ 0.7 ) for 2024, respectively

Total other comprehensive income (loss), net of tax

Total other comprehensive (loss) income, net of tax

Total comprehensive income

5 unchanged sentences

(dollars in millions)

Six Months Ended

Nine Months Ended

September 30,

Cash from operating activities:

24 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents balance, beginning of period

8 unchanged sentences

Note 1—Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024, and the related Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2025 and 2024 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

The Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, and the related Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2025 and 2024 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.

1 unchanged sentence

In the opinion of management, the condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with accounting principles generally accepted in the United States of America.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and nine months ended September 30, 2025 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, 2024 (the “2024 Annual Report”).

15 unchanged sentences

The amendments under ASU 2024-03 should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the potential impact of ASU 2024-03 on its consolidated financial statements and disclosures.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and disclosures.

Note 3—Inventories

Inventories consist of:

September 30,

Raw materials and supplies

2 unchanged sentences

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

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

Euro Commercial Paper Program

364 -Day Delayed Draw Term Loan

Three -Year Delayed Draw Term Loan

2.050 % Senior Notes due March 2025

21 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, there were no outstanding borrowings under the Revolving Credit Facility.

As of September 30, 2025 and December 31, 2024, 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).

1 unchanged sentence

The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.

On June 30, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

On September 30, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

Delayed Draw Term Loans

On August 22, 2025, the Company entered into (i) a three-year , $ 2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three-year anniversary of the funding date, and (ii) a 364 -day, $ 2,000.0 unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans”), which is scheduled to mature on the date that is 364 days after the funding date.

The Delayed Draw Term Loans were undrawn at closing and may each only be drawn in a single drawing over the life of the facilities.

The Delayed Draw Term Loans may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed.

When and if drawn upon, the proceeds from the Delayed Draw Term Loans are expected to be used to finance a portion of the consideration for the Company’s acquisition of CommScope Holding Company, Inc.’s (“CommScope”) Connectivity and Cable Solutions Business (“CCS Business”) and certain related costs, fees and expenses, as discussed further in Note 11 herein.

Interest rates under the Delayed Draw Term Loans 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 Delayed Draw Term Loans 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).

As of September 30, 2025, the Company had no t yet drawn upon the Delayed Draw Term Loans.

The Delayed Draw Term Loans require payment of certain commitment fees and require that the Company satisfy certain financial covenants, which financial covenants are the same as those under the Revolving Credit Facility.

On September 30, 2025, the Company was in compliance with the financial covenants under the Delayed Draw Term Loans.

Commercial Paper Programs

6 unchanged sentences

Commercial Paper Program by $ 500.0 .

As of June 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

As of September 30, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

The Company utilizes borrowings under the U.S.

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions, as well as repaying certain outstanding senior notes.

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially

funding acquisitions, as well as repaying certain outstanding senior notes.

The Company borrowed under the U.S.

Commercial Paper Program throughout much of the first six months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Outdoor Wireless Networks segment (“OWN”) and Distributed Antenna Systems (“DAS”) business (collectively, the “Andrew Business”) from CommScope Holding Company, Inc.

(“CommScope”) in January 2025, as discussed further in Note 11 herein.

Commercial Paper Program throughout some of the first nine months of 2025, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Outdoor Wireless Networks segment (“OWN”) and Distributed Antenna Systems (“DAS”) business (collectively, the “Andrew Business”) from CommScope in January 2025, as discussed further in Note 11 herein.

Before the end of the second quarter of 2025, the Company repaid all of its USCP Notes outstanding using the proceeds from the 2028 Senior Notes and the 2032 Euro Notes (both as defined below).

As of June 30, 2025 and December 31, 2024, there were no USCP Notes outstanding.

As of September 30, 2025 and December 31, 2024, 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.

6 unchanged sentences

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

The Company did no t borrow under the Euro Commercial Paper Program during the first six months of 2025, and, as of June 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

The Company did no t borrow under the Euro Commercial Paper Program during the first nine months of 2025, and, as of September 30, 2025 and December 31, 2024, there were no ECP Notes outstanding.

Amounts available under the Commercial Paper Programs may be borrowed, repaid and re-borrowed from time to time.

In conjunction with the Revolving Credit Facility, as of June 30, 2025, the authorization from our Board of Directors (the “Board”) limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

In conjunction with the Revolving Credit Facility, as of September 30, 2025, the authorization from our Board of Directors (the “Board”) limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

The Commercial Paper Programs are rated A-2 by Standard & Poor’s and P-2 by Moody’s and, based on the Board’s authorization described above, are currently backstopped by the Revolving Credit Facility, as amounts undrawn under the Revolving Credit Facility are available to repay Commercial Paper, if necessary.

77 unchanged sentences

The Company reviews the fair value hierarchy classifications on a quarterly basis and determines the appropriate classification of such assets and liabilities subject to the fair value hierarchy standards based on, among other things, the ability to observe valuation inputs.

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of June 30, 2025 and December 31, 2024 are as follows:

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of September 30, 2025 and December 31, 2024 are as follows:

Fair Value Measurements

3 unchanged sentences

Assets (Level 1)

June 30, 2025:

September 30, 2025:

Short-term investments

10 unchanged sentences

dollar equivalent of the net investments in certain foreign subsidiaries.

As of June 30, 2025 and December 31, 2024, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

As of September 30, 2025 and December 31, 2024, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

However, in June 2025, the Company issued the 2032 Euro Notes as discussed in Note 4, which have been designated as a hedge of the Company’s net investment in certain foreign subsidiaries.

The effect of translating the 2032 Euro Notes into U.S.

Dollars is recorded in Accumulated other comprehensive loss and remains there until the underlying net investment is sold or substantially liquidated.

Dollars is recorded in Accumulated other comprehensive income (loss) and remains there until the underlying net investment is sold or substantially liquidated.

We assessed the effectiveness of the net investment hedge at the inception of the hedging relationship and will assess quarterly thereafter.

As of June 30, 2025, the net investment hedge was assessed and deemed to be effective.

As of June 30, 2025 and December 31, 2024, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

During the three and six months ended June 30, 2025 and 2024, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

As of September 30, 2025, the net investment hedge was assessed and deemed to be effective.

As of September 30, 2025 and December 31, 2024, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

During the three and nine months ended September 30, 2025 and 2024, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

In August 2025, the Company entered into $ 1,500.0 10-year and $ 1,000.0 30-year notional treasury lock derivative instruments to hedge interest rate risk in anticipation of future debt issuances.

Both treasury locks were designated as cash flow hedges of a forecasted transaction, and unrealized gains or losses resulting from adjusting the treasury locks to fair value are recognized as a component of Accumulated other comprehensive income (loss).

These derivative instruments are classified within Level 2 of the fair value hierarchy.

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.

3 unchanged sentences

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

As such, the redemption value is classified as Level 3 in the fair value hierarchy and is recorded as Redeemable noncontrolling interests on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and six months ended June 30, 2025 and 2024.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and nine months ended September 30, 2025 and 2024.

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.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Provision for income taxes

Effective tax rate

For the three months ended June 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 85.3 and $ 30.9 , respectively, and decreasing our effective tax rate by approximately 630 basis points and 470 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the six months ended June 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 105.5 and $ 60.6 , respectively, and decreasing our effective tax rate by approximately 460 basis points in both periods.

Acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 20 basis points for both the three and six months ended June 30, 2025.

Acquisition-related expenses incurred during the three and six months ended June 30, 2024 had the impact of increasing our effective tax rate by approximately 100 basis points and 50 basis points, respectively.

In addition, for the six months ended June 30, 2024, a discrete tax benefit of $ 18.6 , related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

For the three months ended September 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 57.1 and $ 21.4 , respectively, and decreasing our effective tax rate by approximately 350 basis points and 280 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the nine months ended September 30, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 162.6 and $ 82.0 , respectively, and decreasing our effective tax rate by approximately 410 basis points and 390 basis points, respectively.

Acquisition-related expenses incurred during the three and nine months ended September 30, 2024 had the aggregate impact of increasing our effective tax rate by approximately 20 basis points and 40 basis points, respectively.

In addition, for the nine months ended September 30, 2024, a discrete tax benefit of $ 18.6 , related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.

tax filing position, had the effect of decreasing our effective tax rate by approximately 90 basis points.

7 unchanged sentences

The Company evaluates its tax positions and establishes liabilities for uncertain tax positions that may be challenged by tax authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable.

As of June 30, 2025, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 217.5 .

As of September 30, 2025, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 225.6 .

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 $ 13.3 .

In addition, during the third quarter of 2025, certain of the Company’s subsidiaries based in China received notices from relevant tax authorities challenging tax positions taken in prior periods.

The Company believes the tax positions taken by the Company are appropriate and is currently discussing the matter with the relevant tax authorities.

The aggregate potential exposure for all relevant subsidiaries ranges from $ 0 up to approximately $ 200 .

Based on the Company’s evaluation of the technical merits of the tax positions, no reversals of tax benefits taken to date have been recorded as of September 30, 2025, and the Company is unable to estimate the timing or outcome of this matter.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced 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, was enacted into law.

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

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three and six months ended June 30, 2025 and 2024.

Companies were required to reassess their valuation allowances for certain affected deferred tax assets in the period of enactment but did

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, 2025 and 2024.

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

1 unchanged sentence

This legislation contains changes to previously enacted provisions of the Internal Revenue Code and provides for extensions of certain expiring tax provisions included in the Tax Act.

The Company is evaluating its impact on our consolidated financial statements.

Certain corporate tax provisions in H.R.

1 were enacted with retroactive effect to January 1, 2025.

1 did not have a material impact on our effective tax rate for the three months ended September 30, 2025.

The Company continues to evaluate the corporate tax provisions contained within H.R.

1, and the future impact of the bill depends on several factors, including interpretive regulatory guidance, which has not yet been released.

Note 7—Stockholders’ Equity and Noncontrolling Interests

2 unchanged sentences

In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2025 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended September 30, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

4 unchanged sentences

Interests (1)

Balance as of March 31, 2025

Balance as of June 30, 2025

Other comprehensive income (loss)

5 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2025

Balance as of September 30, 2025

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2025 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the nine months ended September 30, 2025 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

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Stock-based compensation expense

Balance as of June 30, 2025

Balance as of September 30, 2025

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2024 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended September 30, 2024 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

4 unchanged sentences

Interests (1)

Balance as of March 31, 2024

Balance as of June 30, 2024

Other comprehensive income (loss)

7 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2024 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the nine months ended September 30, 2024 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

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Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

Authorized Shares for Issuance

(“Common Stock”), that the Company is authorized to issue to 5,000,000,000 shares, an increase of 3,000,000,000 shares from the amount previously authorized.

On May 15, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, which increased the total number of shares of Class A Common Stock, par value $ 0.001 per share (“Common Stock”), that the Company is authorized to issue to 5,000,000,000 shares, an increase of 3,000,000,000 shares from the amount previously authorized.

The amendment was filed and became effective on May 15, 2025.

2 unchanged sentences

The 2024 Stock Repurchase Program became effective on April 29, 2024.

During the three and six months ended June 30, 2025, the Company repurchased 2.0 million and 4.7 million shares of its Common Stock for $ 160.1 and $ 341.0 , respectively, under the 2024 Stock Repurchase Program.

All of the repurchased shares during the first six months of 2025 were retired by the Company.

From July 1, 2025 to July 22, 2025, the Company repurchased 0.4 million additional shares of its Common Stock for $ 39.5 , and, as of July 22, 2025, the Company has remaining authorization to purchase up to $ 1,155.8 of its Common Stock under the 2024 Stock Repurchase Program.

During the three and nine months ended September 30, 2025, the Company repurchased 1.4 million and 6.1 million shares of its Common Stock for $ 152.9 and $ 493.9 , respectively, under the 2024 Stock Repurchase Program.

Of the total repurchases made during the nine months ended September 30, 2025 under the 2024 Stock Repurchase Program, 4.7 million shares, or $ 341.0 , have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From October 1, 2025 to October 21, 2025, the Company repurchased 0.3 million additional shares of its Common Stock for $ 39.5 , and, as of October 21, 2025, the Company has remaining authorization to purchase up to $ 1,002.9 of its Common Stock under the 2024 Stock Repurchase Program.

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

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

The following table summarizes the dividends declared and paid during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

On July 23, 2024, the Board approved an increase to the Company’s quarterly dividend rate from $ 0.11 per share to $ 0.165 per share, effective with dividends declared in the third quarter of 2024, and on October 21, 2025, the Board approved an additional increase to the Company’s quarterly dividend rate from $ 0.165 per share to $ 0.25 per share, effective with dividends declared in the fourth quarter of 2025, contingent upon declaration by the Board.

The following table summarizes the dividends declared and paid during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,

Nine Months Ended September 30,

Dividends declared

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Note 8—Stock-Based Compensation

For the three months ended June 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 31.3 and $ 26.6 , respectively.

In addition, for the three months ended June 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 88.7 and $ 33.7 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended June 30, 2025 and 2024 include excess tax benefits of $ 85.3 and $ 30.9 , respectively, from option exercises.

For the six months ended June 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 57.9 and $ 50.4 , respectively.

In addition, for the six months ended June 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 111.7 and $ 65.8 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the six months ended June 30, 2025 and 2024 include excess tax benefits of $ 105.5 and $ 60.6 , respectively, from option exercises.

For the three months ended September 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 36.9 and $ 29.5 , respectively.

In addition, for the three months ended September 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 61.1 and $ 24.5 , 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, 2025 and 2024 include excess tax benefits of $ 57.1 and $ 21.4 , respectively, from option exercises.

For the nine months ended September 30, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 94.8 and $ 79.9 , respectively.

In addition, for the nine months ended September 30, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 172.9 and $ 90.3 , 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, 2025 and 2024 include excess tax benefits of $ 162.6 and $ 82.0 , respectively, from option exercises.

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

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

As of June 30, 2025, there were 46,934,711 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

As of September 30, 2025, there were 46,996,195

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”).

1 unchanged sentence

Options granted under the 2017 Option Plan and the 2009 Employee Option Plan generally vest ratably over a period of five years from the date of grant and are generally exercisable over a period of 10 years from the date of grant.

Stock option activity for the three and six months ended June 30, 2025 was as follows:

Stock option activity for the three and nine months ended September 30, 2025 was as follows:

Exercise Price

12 unchanged sentences

Options outstanding at June 30, 2025

Vested and non-vested options expected to vest at June 30, 2025

Exercisable options at June 30, 2025

A summary of the status of the Company’s non-vested options as of June 30, 2025 and changes during the three and six months then ended is as follows:

Options granted

Options exercised

( 4,980,148 )

Options forfeited

Options outstanding at September 30, 2025

Vested and non-vested options expected to vest at September 30, 2025

Exercisable options at September 30, 2025

A summary of the status of the Company’s non-vested options as of September 30, 2025 and changes during the three and nine months then ended is as follows:

Fair Value at

9 unchanged sentences

Non-vested options at June 30, 2025

During the three and six months ended June 30, 2025 and 2024, the following activity occurred under the Company’s option plans:

Options granted

Options vested

Options forfeited

Non-vested options at September 30, 2025

During the three and nine months ended September 30, 2025 and 2024, the following activity occurred under the Company’s option plans:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total intrinsic value of stock options exercised

Total fair value of stock options vested

As of June 30, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $ 415.9 with a weighted average expected amortization period of 3.84 years.

As of September 30, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $ 385.0 with a weighted average expected amortization period of 3.64 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.

9 unchanged sentences

On May 16, 2024, the Company’s stockholders approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “2024 Directors Restricted Stock Plan”), which is administered by the Compensation Committee of the Board and reserves 500,000 shares of the Company’s Common Stock for future issuance pursuant to the plan.

As of June 30, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,640 .

As of September 30, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 461,640 .

Restricted shares granted under the 2024 Directors Restricted Stock Plan vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant.

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The 2024 Directors Restricted Stock Plan will expire on May 15, 2034, after which date no awards may be granted under the plan.

Restricted share activity for the three and six months ended June 30, 2025 was as follows:

Restricted share activity for the three and nine months ended September 30, 2025 was as follows:

Weighted Average

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Restricted shares outstanding at June 30, 2025

As of June 30, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 1.3 .

Restricted shares granted

Restricted shares outstanding at September 30, 2025

As of September 30, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.9 .

Note 9—Earnings Per Share

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Diluted EPS is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of outstanding common shares, including dilutive common shares, the dilutive effect of which relates to stock options.

The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

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

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Net income attributable to Amphenol Corporation per common share — Diluted

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.3 million and 3.9 million for the three months ended June 30, 2025 and 2024, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.2 million and 2.3 million for the six months ended June 30, 2025 and 2024, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 5.3 million and 7.7 million for the three months ended September 30, 2025 and 2024, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 7.3 million and 3.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Note 10—Benefit Plans and Other Postretirement Benefits

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Plans, the “Plans”).

The following is a summary, based on the most recent actuarial valuations, of the components of the Company’s net pension expense of the Company’s defined benefit plans for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Interest cost

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

During the six months ended June 30, 2025 and 2024, the Company provided matching contributions to the U.S.

During the nine months ended September 30, 2025 and 2024, the Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 27.3 and $ 18.7 , respectively.

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2025 Acquisitions

During the first six months of 2025, the Company completed three acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $ 2,483.2 , net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, and the other two acquisitions have been included in the Harsh Environment Solutions segment.

During the first nine months of 2025, the Company completed four acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope, for approximately $ 2,772.2 , net of cash acquired.

The Andrew Business has been included in the Communications Solutions segment, two acquisitions have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment.

The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S.

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The Company is in the process of analyzing and completing the allocation of the fair value of the assets acquired and liabilities assumed for each of the 2025 Acquisitions.

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of June 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of September 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

The operating results of the 2025 Acquisitions were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition.

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The Andrew Business has been included in the Communications Solutions segment.

As of June 30, 2025, the acquisition of the Andrew Business resulted in the recognition of $ 893.1 of goodwill and $ 800.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

As of September 30, 2025, the acquisition of the Andrew Business resulted in the recognition of $ 875.0 of goodwill and $ 800.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 12 to 15 years and the acquired backlog having a useful life of approximately 0.25 years.

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The Company expects that $ 813.0 of the goodwill recognized from the Andrew Business will be deductible for tax purposes.

During the three and six months ended June 30, 2025, the Company incurred $ 28.9 ($ 24.1 after-tax) and $ 133.8 ($ 106.3 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew Business acquisition and cash paid for external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 12.0 and $ 56.0 , respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 16.9 and $ 77.8 , respectively, associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

During the nine months ended September 30, 2025, the Company incurred $ 133.8 ( $ 106.3 after-tax) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew Business acquisition and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 56.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 77.8 associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

2024 Acquisitions

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Commercial Paper Program, or a combination thereof.

As of June 30, 2025, the 2024 Acquisitions resulted in the recognition of $ 1,195.1 of goodwill and $ 576.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

As of September 30, 2025, the 2024 Acquisitions resulted in the recognition of $ 1,198.2 of goodwill and $ 576.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships having useful lives ranging from 8 to 15 years and the acquired backlog having a useful life of approximately 0.4 years.

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The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for the other 2024 Acquisition.

Since the current purchase price allocation for such other acquisition is based on a preliminary assessment made by management as of June 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessment of values may differ from the Company’s preliminary assessment.

Since the current purchase price allocation for such other acquisition is based on a preliminary assessment made by management as of September 30, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessment of values may differ from the Company’s preliminary assessment.

The operating results of the 2024 Acquisitions were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2024 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

During the three and nine months ended September 30, 2024, the Company incurred $ 63.6 ($ 49.8 after-tax) and $ 133.6 ($ 109.7 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization of the value associated with the acquired backlog resulting from the CIT acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $ 45.4 and $ 115.4 , respectively, which are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related

inventory step-up costs in the third quarter of 2024 of $ 18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

Purchase Agreement to Acquire CommScope’s Connectivity and Cable Solutions Business

On August 4, 2025 , the Company entered into a Purchase Agreement with CommScope to acquire its CCS Business, for an aggregate purchase price of approximately $ 10,500 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the first quarter of 2026.

The Company expects to finance this acquisition through a combination of cash on hand and debt.

In connection with its entry into the Purchase Agreement, the Company obtained a commitment from JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp.

and Mizuho Bank, Ltd.

for a $ 10,500 senior unsecured bridge facility, subject to customary conditions.

A portion ( $ 4,000 ) of such financing was replaced by the Delayed Draw Term Loans, as discussed in Note 4 herein, and the remaining $ 6,500 is expected to be replaced by the issuance of new senior unsecured notes prior to the closing of the acquisition.

The CCS Business would expand the Company’s interconnect product capabilities in the IT datacom, communications networks and industrial markets, particularly adding complementary fiber optic interconnect capabilities.

If, and when, the acquisition is consummated, the Company expects to report the CCS Business within its Communications Solutions segment.

Purchase Agreement to Acquire Trexon

On August 18, 2025 , the Company announced that it had entered into a definitive agreement to acquire Trexon, for an aggregate purchase price of approximately $ 1,000 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is expected to close by the end of the fourth quarter of 2025.

The Company expects to finance this acquisition with cash on hand.

Trexon would expand the Company’s high-reliability interconnect and cable assembly capabilities, primarily for the defense market.

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

Note 12—Goodwill and Other Intangible Assets

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Foreign currency translation

Goodwill at June 30, 2025

The increase in goodwill during the first six months of 2025 was primarily driven by goodwill recognized from the 2025 Acquisitions, in particular, the Andrew Business acquisition.

Other than goodwill noted above, the Company’s intangible assets as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

Goodwill at September 30, 2025

The increase in goodwill during the first nine months of 2025 was primarily driven by goodwill recognized from the 2025 Acquisitions, in particular, the Andrew Business acquisition.

The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of 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 its reporting units as the three reportable business segments.

In the third quarter of 2025, as part of its annual evaluations, the Company performed a quantitative goodwill impairment assessment for each reporting unit.

As part of the quantitative assessment, the Company estimated the fair value of each of its reporting units using an equal weighting of the market and income approaches, which the Company believes provide the best indicators of their fair value.

The market approach utilizes market prices and other relevant metrics for comparable publicly-traded companies with similar operating and investment characteristics, as well as recent transactions of similar businesses within the industry, while the income

approach is based on estimated discounted future cash flows.

Significant estimates and assumptions were used in the Company’s goodwill impairment assessment, including both historical and projected revenue and profitability data, the determination and selection of appropriate publicly-traded market comparison companies, and the calculation of comparable earnings-based and other multiples derived from comparable publicly-traded companies and from recent transactions within the industry.

As part of its quantitative approach, the Company evaluated whether there were reasonably likely changes to management’s estimates and assumptions that would have a material impact on the results of the goodwill impairment assessment.

As of July 1, 2025, the Company determined that the fair value of each of the Company’s reporting units was substantially in excess of their respective carrying amounts, and therefore, no goodwill impairment resulted from the assessment.

The Company has no t recognized any goodwill impairment in 2025 or 2024 in connection with its annual impairment assessments.

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

December 31, 2024

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Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in the first six months of 2025 was primarily driven by certain customer relationships, proprietary technology and acquired backlog recognized as a result of the acquisition accounting associated with the 2025 Acquisitions, in particular, the acquisition of the Andrew Business.

Amortization expense for the three months ended June 30, 2025 and 2024 was approximately $ 39.8 and $ 40.4 , respectively.

Amortization expense for the six months ended June 30, 2025 and 2024 was approximately $ 87.1 and $ 60.8 , respectively.

Amortization expense for the six months ended June 30, 2025 includes $ 10.0 related to the amortization of acquired backlog resulting from the acquisition of the Andrew Business.

As of June 30, 2025, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2025 is approximately $ 86.7 and for each of the next five fiscal years is approximately $ 164.1 in 2026, $ 157.2 in 2027, $ 150.0 in 2028, $ 139.1 in 2029 and $ 136.4 in 2030.

The increase in the gross carrying amount of intangible assets in the first nine months of 2025 was primarily driven by certain customer relationships, proprietary technology and acquired backlog recognized as a result of the acquisition accounting associated with the 2025 Acquisitions, in particular, the acquisition of the Andrew Business.

Amortization expense for the three months ended September 30, 2025 and 2024 was approximately $ 46.0 and $ 66.2 , respectively.

Amortization expense for the nine months ended September 30, 2025 and 2024 was approximately $ 133.1 and $ 126.9 , respectively.

Amortization expense for the three and nine months ended September 30, 2025 includes $ 4.0 and $ 14.0 , respectively, related to the amortization of acquired backlog resulting from the 2025 Acquisitions.

Amortization expense for the three and nine months ended September 30, 2024 includes $ 38.4 and $ 55.0 , respectively, related to the amortization of acquired backlog resulting from the CIT acquisition.

As of September 30, 2025, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2025 is approximately $ 42.3 and for each of the next five fiscal years is approximately $ 168.0 in 2026, $ 161.1 in 2027, $ 153.9 in 2028, $ 143.0 in 2029 and $ 140.3 in 2030.

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 2025, 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 2025 or 2024 as a result of such reviews.

Note 13—Reportable Business Segments

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

The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for the three and six months ended June 30, 2025 and 2024:

Harsh Environment Solutions

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Interconnect and Sensor Systems

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Intersegment sales

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Segment operating income

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Intersegment sales

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Interconnect and Sensor Systems

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Intersegment sales

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Segment operating income

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Intersegment sales

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(1) The aggregated amount is comprised of cost of sales, selling, general and administrative expenses, and other segment related expenses .

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

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, 2025 and 2024 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Total segment operating income

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Income before income taxes

Depreciation and amortization expense by segment for the three and six months ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Depreciation and amortization expense by segment for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Harsh Environment Solutions

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Corporate / Other

For the three months ended June 30, 2025, depreciation and amortization expense in Corporate / Other includes $ 16.9 of amortization of acquisition-related inventory step-up costs associated with the acquisition of the Andrew Business, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the six months ended June 30, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 10.0 related to the amortization of acquired backlog resulting from the acquisition of the Andrew Business, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 77.8 of amortization of acquisition-related inventory step-up costs associated with the acquisition of the Andrew Business, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the nine months ended September 30, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 14.0 related to the amortization of acquired backlog resulting from the 2025 Acquisitions, which is primarily included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 77.8 of amortization of acquisition-related inventory step-up costs associated with the acquisition of the Andrew Business, which is included in Cost of sales in the Condensed Consolidated Statements of Income, as discussed in Note 11 herein.

For the three and nine months ended September 30, 2024, depreciation and amortization expenses in Corporate / Other includes $ 38.4 and $ 55.0 , respectively, related to the amortization of acquired backlog resulting from the CIT acquisition, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income.

In addition, for each of the three and nine months ended September 30, 2024, depreciation and amortization expenses in Corporate / Other includes $ 18.2 of amortization of acquisition-related inventory step-up costs associated with the CIT acquisition, as discussed in Note 11 herein.

These expenses are reported in Corporate / Other, since they are not components in the determination of segment operating income.

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With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods.

For the three and six months ended June 30, 2025 and 2024, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of June 30, 2025 and December 31, 2024.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of June 30, 2025 and December 31, 2024.

For the three and nine months ended September 30, 2025 and 2024, 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.

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, 2025 and December 31, 2024.

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.

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It is generally expected that a substantial portion of our remaining performance obligations will be fulfilled within three months , and nearly all of our performance obligations are fulfilled within one year .

Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of June 30, 2025.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2025 and December 31, 2024, and related warranty expense for the three and six months ended June 30, 2025 and 2024, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

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, 2025 and December 31, 2024, and related warranty expense for the three and nine months ended September 30, 2025 and 2024, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

Disaggregation of Net Sales

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2025 and 2024:

Communications

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Business Segments

Three Months Ended June 30,

Three Months Ended September 30,

Net sales by:

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Business Segments

Six Months Ended June 30,

Nine Months Ended September 30,

Net sales by:

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

What changed 10-Q

Item 1. Financial Statements