10 unchanged sentences
Risk Factors herein, as well as the risks and uncertainties that exist with the use of forward-looking statements as described in the “Cautionary Note Regarding Forward-Looking Statements” section included herein at the beginning of this Annual Report on Form 10-K (“Annual Report”).
−Removed: On May 20, 2024, the Company announced that its Board of Directors (the “Board”) approved a two-for-one split of the Company’s Class A Common Stock (“Common Stock”).
−Removed: The stock split was effected in the form of a stock dividend paid to stockholders of record as of the close of business on May 31, 2024.
−Removed: The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.
−Removed: The shares of Common Stock retain a par value of $0.001 per share.
−Removed: All current and prior year data impacted by the stock split and presented in this Item 7 and throughout this Annual Report herein, including, but not limited to, number of shares and per share information, earnings per share, stock-based compensation data and dividends per share amounts, among others, have been adjusted to reflect the effect of the stock split and to conform to the current year presentation.
−Removed: Refer to Note 1 of the accompanying Notes to Consolidated Financial Statements for further information related to the stock split.
−Removed: Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed and specialty cable.
+Added: Amphenol is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed, fiber optic and specialty cable.
In 2025, approximately 65% of the Company’s sales were outside the United States.
7 unchanged sentences
The Company has focused its global resources to position itself to compete effectively in this environment.
−Removed: The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its
−Removed: multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.
+Added: The Company believes that its global presence is an important competitive advantage, as it allows the Company to provide quality products on a timely and worldwide basis to its multinational customers, while at the same time offering a level of resiliency and diversification against local risks and challenges that may emerge in any single geography.
Reportable Business Segments
The Company aligns its businesses into the following three reportable business segments:
−Removed: ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.
−Removed: ● 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, coaxial and high-speed cable, as well as antennas, for use in the information technology and data communications, mobile devices, industrial, mobile networks, broadband communications, automotive, commercial aerospace and defense end markets.
−Removed: ● Interconnect and Sensor Systems – the Interconnect and Sensor Systems segment designs, manufactures and markets a broad range of sensors, sensor-based systems, connectors and value-add interconnect systems used in the automotive, industrial, information technology and data communications, mobile networks, defense and commercial aerospace end markets.
+Added: ● 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 interconnect products;
+Added: coaxial, fiber optic, power and high-speed cable;
+Added: and other products for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense end markets.
+Added: ● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, specialty cable, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, communications networks and information technology and data communications end markets.
+Added: ● 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, communications networks, defense and commercial aerospace end markets.
This alignment reinforces the Company’s entrepreneurial culture and enables clear accountability of each of our business unit general managers, while enhancing the scalability of Amphenol’s business for the future.
11 unchanged sentences
● Foster collaborative, entrepreneurial management.
−Removed: In 2024 , the Company reported net sales, operating income and net income attributable to Amphenol Corporation of $15,222.7, $3,156.9, and $2,424.0, respectively, representing an increase of 21%, 23% and 26% from 2023, respectively.
−Removed: In 2024, the Company’s net income attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $142.6 related to stock-based compensation resulting from stock option exercises and (b) 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.
−Removed: tax filing position, partially offset by (c) acquisition-related expenses of $145.6 ($119.3 after-tax) comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the Carlisle Interconnect Technologies (“CIT”) acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are
−Removed: recorded in Cost of sales in the Consolidated Statements of Income) .
−Removed: In 2023, the Company’s net income attributable to Amphenol Corporation was impacted by (a) excess tax benefits of $82.4 related to stock-based compensation resulting from stock option exercises and (b) the gain of $5.4 on a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (c) acquisition-related expenses of $34.6 ($30.2 after-tax) comprised primarily of external transaction costs, as well as the amortization of $12.4 related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.
−Removed: Excluding the effects of these items, Adjusted Operating Income and Adjusted Net Income attributable to Amphenol Corporation both increased by 27% in 2024 compared to 2023.
−Removed: Adjusted Operating Income and Adjusted Net Income attributable to Amphenol Corporation are both non-GAAP financial measures, each as defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.
−Removed: Sales and profitability trends are discussed in detail in “Results of Operations” below.
−Removed: In addition, a strength of the Company has been its ability to consistently generate net cash provided by operating activities (“Operating Cash Flow”).
−Removed: The Company uses Operating Cash Flow to fund capital expenditures and acquisitions, repurchase shares of the Company’s Common Stock, pay dividends and reduce indebtedness.
−Removed: In 2024, the Company generated Operating Cash Flow of $2,814.7 and Free Cash Flow of $2,157.1, compared to Operating Cash Flow of $2,528.7 and Free Cash Flow of $2,159.9 in 2023.
−Removed: Free Cash Flow, a non-GAAP financial measure, is defined in the “Non-GAAP Financial Measures” section below and reconciled within this Part II, Item 7.
−Removed: Inflation Reduction Act of 2022
−Removed: 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 in 2022.
−Removed: 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.
−Removed: The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 2024 and 2023.
−Removed: 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.
Pillar Two Framework
4 unchanged sentences
Non-EU countries have enacted or are expected to enact legislation on a similar timeline.
−Removed: Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while several other countries are expected to also implement similar legislation with varying effective dates in the future.
+Added: Certain countries in which we operate have already enacted legislation to adopt the Pillar Two framework, while other countries are expected to also implement similar legislation with varying effective dates in the future.
When and how this framework is adopted or enacted by the various countries in which we do business will increase tax complexity and may increase uncertainty and adversely affect our provision for income taxes in the U.S.
jurisdictions.
−Removed: The Company has done a preliminary review of currently enacted legislation.
−Removed: The initial implementation did not have a material impact on the Company’s consolidated financial statements during the year ended December 31, 2024, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.
+Added: The Company reviewed the currently enacted legislation.
+Added: The implementation did not have a material impact on the
+Added: Company’s consolidated financial statements during the year ended December 31, 2025, and it is not currently expected to have a material impact on the Company’s operations, financial condition or cash flows in the future.
However, the Company will continue to evaluate the potential impact of Pillar Two on the Company and its results as additional countries adopt legislation and issue individual guidance on their enacted legislation.
Results of Operations
−Removed: The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.
−Removed: Year Ended December 31,
−Removed: Cost of sales
−Removed: Acquisition-related expenses
−Removed: Selling, general and administrative expenses
−Removed: Operating income
−Removed: Interest expense
−Removed: Gain on bargain purchase acquisition
−Removed: Other income (expense), net
−Removed: Income before income taxes
−Removed: Provision for income taxes
−Removed: Net income attributable to noncontrolling interests
−Removed: Net income attributable to Amphenol Corporation
−Removed: Percentages in this table were calculated using actual, unrounded results;
−Removed: therefore, the sum of the components may not add due to rounding.
2025 Compared to 2024
−Removed: Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S.
−Removed: dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts), compared to the prior year.
−Removed: The increase in net sales in 2024 was driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, all as described below.
−Removed: From an end market standpoint, the increase in net sales was driven by strong organic growth in the information technology and data communications (“IT datacom”), mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive and mobile networks markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and broadband communications markets.
−Removed: Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation artificial intelligence-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.
−Removed: Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications.
+Added: Net sales were $23,094.7 for the year ended December 31, 2025 compared to $15,222.7 for the year ended December 31, 2024, representing an increase of 52% in U.S.
+Added: dollars, 51% in constant currencies and 38% organically (excluding both currency and acquisition impacts;
+Added: unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year.
+Added: The increase in net sales in 2025 was driven by robust organic growth in the Communications Solutions segment and strong organic growth in the Harsh Environment Solutions segment and Interconnect and Sensor Systems segment, along with contributions from the Company’s acquisition program, all as described below.
+Added: From an end market standpoint, the increase in net sales was driven by robust organic growth in the information technology and data communications (“IT datacom”) market, strong organic growth in the defense, industrial, communications networks and commercial aerospace markets and moderate organic growth in the automotive and mobile devices markets, along with contributions from the Company’s acquisition program.
+Added: Net sales to the IT datacom market increased approximately $4,593.7, as we experienced robust growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation AI-related applications, along with growth in networking equipment, servers, cloud storage and peripherals.
+Added: Net sales to the communications networks market increased approximately $1,374.3, driven primarily by contributions from acquisitions, in particular the acquisition of Andrew (as defined and discussed below within this Item 7 and in Note 11 of the accompanying Notes to Consolidated Financial Statements herein), along with organic growth in demand from mobile network operators and wireless equipment manufacturers.
+Added: Net sales to the industrial market increased approximately $770.0, primarily driven by contributions from acquisitions, along with growth in medical applications, instrumentation, alternative energy and other industrial equipment.
+Added: Net sales to the defense market increased approximately $499.2, driven by broad-based strength across virtually all defense applications, particularly related to communications, ground vehicles, space, missiles and naval, as well as contributions from acquisitions.
Net sales to the commercial aerospace market increased approximately $322.2, primarily due to contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.
−Removed: Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions.
−Removed: Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms.
−Removed: Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets.
−Removed: Net sales to the mobile networks market increased approximately $50.2, driven primarily by contributions from acquisitions, along with growth in demand from mobile network operators and wireless equipment manufacturers.
−Removed: Net sales to the broadband communications market decreased approximately $65.2, driven by moderations in demand from broadband service operators.
−Removed: Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S.
−Removed: dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
−Removed: The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with
−Removed: strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.
+Added: Net sales to the automotive market increased approximately $248.3, reflecting strength in demand from both electric and hybrid drive train platforms, antenna and related assemblies, and infotainment communications.
+Added: Net sales to the mobile devices market increased approximately $64.3, driven by growth in sales in handsets, wearable devices, laptops and tablets.
Net sales in the Communications Solutions segment (approximately 52% of net sales) increased 91% in both U.S.
dollars and constant currencies, as well as 71% organically, in 2025, compared to 2024.
−Removed: The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets and moderate growth in the mobile networks markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the broadband communications market.
−Removed: Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S.
−Removed: dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
−Removed: The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets.
+Added: The sales growth in 2025 was primarily driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications, as well as strong organic growth in the automotive, communications networks and industrial markets and moderate organic growth in the mobile devices market, along with contributions from acquisitions.
+Added: Net sales in the Harsh Environment Solutions segment (approximately 26% of net sales) increased 33% in U.S.
+Added: dollars, 32% in constant currencies and 17% organically, in 2025, compared to 2024.
+Added: The sales growth in 2025 was primarily driven by strong organic growth in the defense, industrial, commercial aerospace and IT datacom markets, along with contributions from acquisitions.
+Added: Net sales in the Interconnect and Sensor Systems segment (approximately 22% of net sales) increased 15% in U.S.
+Added: dollars, 14% in constant currencies and 13% organically, in 2025, compared to 2024.
+Added: The sales growth in 2025 was primarily driven by robust organic growth in the IT datacom market, with particular strength in AI-related applications and moderate organic growth in the automotive market.
The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S.
3 unchanged sentences
Net sales by:
−Removed: Harsh Environment Solutions
Communications Solutions
+Added: Harsh Environment Solutions
Interconnect and Sensor Systems
16 unchanged sentences
The increase in foreign net sales in 2025 compared to 2024 was primarily driven by robust sales growth in Asia.
−Removed: The comparatively stronger U.S.
−Removed: dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.
−Removed: Selling, general and administrative expenses were $1,855.4, or 12.2% of net sales, for 2024, compared to $1,489.9, or 11.9% of net sales, for 2023.
−Removed: The increase in Selling, general and administrative expenses and such expenses as a percentage of net sales in 2024 was primarily driven by the effect of acquisitions, which currently have higher selling, general and administrative expenses as a percentage of net sales compared to the Company average.
−Removed: Administrative expenses increased $148.0 in 2024 and represented approximately 5.0% of net sales in 2024 and 4.8% of net sales in 2023.
−Removed: Research and development expenses increased $110.8 in 2024, primarily related to increases in expenses for new product development, and represented approximately 3.0% of net sales in 2024 and 2.7% of net sales in 2023.
−Removed: Selling and marketing expenses increased $106.7 in 2024 compared to 2023, and represented approximately 4.2% of net sales in 2024 and 4.3% of net sales in 2023.
+Added: The comparatively weaker U.S.
+Added: dollar in 2025 had the effect of increasing sales by approximately $84.6, compared to 2024.
+Added: The following table sets forth the components of net income attributable to Amphenol Corporation as a percentage of net sales for the years indicated.
+Added: Year Ended December 31,
+Added: Operating expenses (1)
+Added: Acquisition-related expenses
+Added: Operating income
+Added: Interest expense
+Added: Gain on bargain purchase acquisition
+Added: Other income (expense), net
+Added: Income before income taxes
+Added: Provision for income taxes
+Added: Net income attributable to noncontrolling interests
+Added: Net income attributable to Amphenol Corporation
+Added: (1) The aggregated amount is comprised of cost of sales and selling, general and administrative expenses.
+Added: Percentages in this table were calculated using actual, unrounded results;
+Added: therefore, the sum of the components may not add due to rounding.
+Added: Operating expenses were $17,122.7, or 74.1% of net sales, for 2025, compared to $11,938.4, or 78.4% of net sales, for 2024.
Operating income was $5,868.6, or 25.4% of net sales, in 2025, compared to $3,156.9, or 20.7% of net sales, in 2024.
−Removed: Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
−Removed: Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.
−Removed: Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income.
+Added: The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales in 2025 were primarily driven by strong performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced during the period, partially offset by the effect
+Added: of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average.
+Added: Operating income in 2025 included acquisition-related expenses of $181.2, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew and Trexon acquisitions and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $103.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
+Added: Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
The acquisition-related expenses in 2025 and 2024 had the effect of decreasing net income by $148.8, or $0.12 per share, and $119.3, or $0.09 per share, respectively.
−Removed: Acquisition-related expenses are presented separately in the Consolidated Statements of Income.
Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $6,049.8 and 26.2% of net sales, respectively, in 2025, and $3,302.5 and 21.7% of net sales, respectively, in 2024.
The increase in Adjusted Operating Income and Adjusted Operating Margin in 2025 relative to 2024 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
−Removed: Operating income for the Harsh Environment Solutions segment in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023.
−Removed: The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company.
Operating income for the Communications Solutions segment in 2025 was $3,746.6, or 31.1% of net sales, compared to $1,569.6, or 24.8% of net sales in 2024.
−Removed: The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.
+Added: The increase in operating margin for the Communications Solutions segment for 2025 compared to 2024 was primarily driven by strong operating performance on the significantly higher sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
+Added: Operating income for the Harsh Environment Solutions segment in 2025 was $1,541.4, or 26.2% of net sales, compared to $1,093.2, or 24.7% of net sales in 2024.
+Added: The increase in operating margin for the Harsh Environment Solutions segment for 2025 compared to 2024 was primarily driven by strong operating performance on the higher organic sales volumes, slightly offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
Operating income for the Interconnect and Sensor Systems segment in 2025 was $1,005.1, or 19.5% of net sales, compared to $825.9, or 18.4% of net sales in 2024.
−Removed: The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
+Added: The increase in operating margin for the Interconnect and Sensor Systems segment for 2025 compared to 2024 was primarily driven by strong operating performance on the higher sales volumes.
Interest expense was $367.8 in 2025 compared to $217.0 in 2024.
−Removed: The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024.
+Added: The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2025 to fund all or part of acquisitions, including the CommScope acquisition (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein), which closed on January 9, 2026.
Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.
Other income (expense), net was $99.9 in 2025 compared to $72.0 in 2024.
−Removed: The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the acquisition of CommScope’s Mobile Networks Business (as defined and discussed below within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein) which closed on January 31, 2025, along with increased interest rates.
+Added: The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand, partially driven by the issuance of the November Senior Notes (defined below) in the fourth quarter of 2025 in anticipation of the CommScope acquisition, along with increased interest rates.
Provision for income taxes was at an effective rate of 23.1% in 2025 and 18.9% in 2024.
+Added: Provision for income taxes in 2025 included (i) excess tax benefits of $246.6 from stock option exercises, (ii) a discrete tax item of $100.0 related to a charge recorded for notices received by certain subsidiaries in China from relevant tax authorities challenging certain of the Company’s tax positions taken over up to an eight-year period, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year.
Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) a discrete tax benefit 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, and (iii) the tax effects of the aforementioned acquisition-related expenses during the year.
−Removed: Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year.
−Removed: These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below.
−Removed: Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
−Removed: For additional details related to the reconciliation between the
+Added: These items incurred in 2025 and 2024 had the aggregate
+Added: effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below.
+Added: Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 25.5% for 2025 and 24.0% for 2024, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
+Added: For additional details related to the reconciliation between the U.S.
statutory federal tax rate and the Company’s effective tax rate for these years, refer to Note 6 of the Notes to Consolidated Financial Statements.
6 unchanged sentences
Acquisition-related expenses
−Removed: Gain on bargain purchase acquisition
Excess tax benefits related to stock-based compensation
6 unchanged sentences
2024 Compared to 2023
−Removed: Net sales were $12,554.7 for the year ended December 31, 2023 compared to $12,623.0 for the year ended December 31, 2022, which represented a decrease of 1% in U.S.
−Removed: dollars and 3% organically (excluding both currency and acquisition impacts), while flat in constant currencies compared to the prior year.
−Removed: The decrease in net sales in 2023 was driven by a sales decline in the Communications Solutions segment, partially offset by growth in the Harsh Environment Solutions and Interconnect and Sensor Systems segments, as described below.
−Removed: From an end market standpoint, the decrease in net sales was driven by organic declines in the IT datacom, mobile networks, mobile devices, industrial and broadband communications markets, partially offset by robust organic growth in the automotive, defense and commercial aerospace markets, along with contributions from the Company’s acquisition program.
−Removed: Net sales to the automotive market increased approximately $310.5, reflecting broad-based strength across our global automotive markets, in particular, next-generation electronics, including electric and hybrid drive trains.
−Removed: Net sales to the defense market increased approximately $237.6, driven by broad-based strength across virtually all defense applications, particularly related to naval, aircraft engines, helicopters, communications, and space-related applications, as well as contributions from acquisitions.
−Removed: Net sales to the commercial aerospace market increased approximately $117.9, primarily due to increased broad-based demand across all aircraft applications, in particular larger passenger planes.
−Removed: Net sales to the industrial market remained flat, as contributions from acquisitions, along with growth in medical, oil and gas, mass transit and transportation applications were offset by moderations in industrial instrumentation, battery and electric heavy vehicles, factory automation and heavy equipment applications.
−Removed: Net sales to the IT datacom market decreased approximately $362.8, as we experienced moderations across a broad array of applications, including networking equipment, cloud storage, transmission, consumer electronics and servers, partially offset by strong growth in artificial intelligence-related applications.
−Removed: Net sales to the mobile networks market decreased approximately $163.9, driven by
−Removed: broad-based moderations in demand from mobile network operators and wireless equipment manufacturers, partially offset by contributions from acquisitions.
−Removed: Net sales to the mobile devices market decreased approximately $161.5, driven by declines in sales in laptops, wearable devices, tablets and production-related products, partially offset by growth in smartphones.
−Removed: Net sales to the broadband communications market decreased approximately $46.4, driven by moderations in demand from broadband service operators.
−Removed: Net sales in the Harsh Environment Solutions segment (approximately 28% of net sales) increased 14% in U.S.
−Removed: dollars, 14% in constant currencies and 9% organically, in 2023, compared to 2022.
−Removed: The sales growth in 2023 was primarily driven by strong organic growth in the defense, commercial aerospace, automotive and IT datacom markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and mobile networks markets.
−Removed: Net sales in the Communications Solutions segment (approximately 39% of net sales) decreased 13% in U.S.
−Removed: dollars, 12% in constant currencies and 13% organically, in 2023, compared to 2022.
−Removed: The sales decline in 2023 was primarily driven by organic declines in the IT datacom, industrial, mobile networks, mobile devices and broadband communications markets, partially offset by strong organic growth in the automotive market, along with modest contributions from the Company’s acquisition program.
−Removed: Net sales in the Interconnect and Sensor Systems segment (approximately 33% of net sales) increased 6% in U.S.
−Removed: dollars, 7% in constant currencies and 3% organically, in 2023, compared to 2022.
−Removed: The sales growth in 2023 was primarily driven by strong organic growth in the automotive and commercial aerospace markets, and moderate growth in the industrial and defense markets, along with contributions from the Company’s acquisition program, partially offset by organic declines in the IT datacom and mobile networks markets.
+Added: Net sales were $15,222.7 for the year ended December 31, 2024 compared to $12,554.7 for the year ended December 31, 2023, representing an increase of 21% in both U.S.
+Added: dollars and constant currencies, as well as 13% organically (excluding both currency and acquisition impacts;
+Added: unless otherwise indicated, organic net sales growth is primarily driven by higher sales volumes), compared to the prior year.
+Added: The increase in net sales in 2024 was driven by strong organic growth in the Communications Solutions segment and moderate organic growth in the Interconnect and Sensor Systems segment and Harsh Environment Solutions segment, along with contributions from the Company’s acquisition program, all as described below.
+Added: From an end market standpoint, the increase in net sales was driven by strong organic growth in the IT datacom, mobile devices, commercial aerospace and defense markets and moderate organic growth in the automotive market, along with contributions from the Company’s acquisition program, partially offset by organic declines in the industrial and communications networks markets.
+Added: Net sales to the IT datacom market increased approximately $1,334.2, as we experienced strong growth across a broad array of applications, in particular the continued acceleration in and strong demand for products used in next-generation AI-related applications, along with growth in servers, networking equipment, cloud storage, and consumer electronics.
+Added: Net sales to the industrial market increased approximately $452.1, primarily driven by contributions from acquisitions, along with growth in mass transit, battery and electric heavy vehicles, alternative energy, instrumentation and medical applications, which were partially offset by moderations in factory and building automation, transportation, oil and gas, marine and heavy equipment applications.
+Added: Net sales to the commercial aerospace market increased approximately $382.9, primarily due to
+Added: contributions from acquisitions, in particular the CIT acquisition, along with broad-based strength in demand from nearly all commercial aircraft manufacturers across a broad range of platforms.
+Added: Net sales to the defense market increased approximately $214.0, driven by broad-based strength across nearly all defense applications, particularly space-related, avionics, communications, airframe, and ground vehicle applications, as well as contributions from acquisitions.
+Added: Net sales to the automotive market increased approximately $168.3, reflecting strength in demand from power management, infotainment communications, safety and security systems and antenna and related assemblies, along with contributions from acquisitions, partially offset by moderations in electric and hybrid drive train platforms.
+Added: Net sales to the mobile devices market increased approximately $131.5, driven by growth in sales in most mobile device applications, including smartphones, laptops, and wearable and hearable devices, partially offset by a moderation in tablets.
+Added: Net sales to the communications networks market decreased approximately $15.0, driven by moderations in demand from service operators.
+Added: Net sales in the Communications Solutions segment (approximately 42% of net sales) increased 29% in both U.S.
+Added: dollars and constant currencies, as well as 27% organically, in 2024, compared to 2023.
+Added: The sales growth in 2024 was primarily driven by strong organic growth in the IT datacom, automotive, mobile devices and industrial markets, along with modest contributions from the Company’s acquisition program, partially offset by an organic decline in the communications networks market.
+Added: Net sales in the Harsh Environment Solutions segment (approximately 29% of net sales) increased 25% in both U.S.
+Added: dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
+Added: The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, in particular the CIT acquisition, along with strong organic growth in the defense, commercial aerospace and IT datacom markets, partially offset by organic declines in the automotive and industrial markets.
+Added: Net sales in the Interconnect and Sensor Systems segment (approximately 29% of net sales) increased 9% in both U.S.
+Added: dollars and constant currencies, as well as 4% organically, in 2024, compared to 2023.
+Added: The sales growth in 2024 was primarily driven by contributions from the Company’s acquisition program, along with strong organic growth in the IT datacom market and moderate growth in the automotive market, partially offset by organic declines in the industrial and defense markets.
The table below reconciles Constant Currency Net Sales Growth and Organic Net Sales Growth to the most directly comparable U.S.
3 unchanged sentences
Net sales by:
−Removed: Harsh Environment Solutions
Communications Solutions
+Added: Harsh Environment Solutions
Interconnect and Sensor Systems
15 unchanged sentences
(6) Net sales by geographic area are based on the customer location to which the product is shipped.
−Removed: The decrease in foreign net sales in 2023 compared to 2022 was primarily driven by sales declines in Asia.
+Added: The increase in foreign net sales in 2024 compared to 2023 was primarily driven by robust sales growth in Asia.
The comparatively stronger U.S.
dollar in 2024 had the effect of decreasing sales by approximately $39.6, compared to 2023.
−Removed: Selling, general and administrative expenses were $1,489.9, or 11.9% of net sales, for 2023, compared to $1,420.9, or 11.3% of net sales, for 2022.
−Removed: The increase in Selling, general and administrative expenses as a percentage of net sales
−Removed: in 2023 was primarily driven by the effect of acquisitions, which currently have higher selling, general and administrative expenses as a percentage of net sales compared to the Company average.
−Removed: Administrative expenses increased $26.2 in 2023 and represented approximately 4.8% of net sales in 2023 and 4.6% of net sales in 2022.
−Removed: Research and development expenses increased $18.6 in 2023, primarily related to increases in expenses for new product development, and represented approximately 2.7% of net sales in 2023 and 2.6% of net sales in 2022.
−Removed: Selling and marketing expenses increased $24.2 in 2023 compared to 2022, and represented approximately 4.3% of net sales in 2023 and 4.1% of net sales in 2022.
+Added: Operating expenses were $11,938.4, or 78.4% of net sales, for 2024, compared to $9,960.5, or 79.3% of net sales, for 2023.
Operating income was $3,156.9, or 20.7% of net sales, in 2024, compared to $2,559.6, or 20.4% of net sales, in 2023.
−Removed: Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.
−Removed: Operating income in 2022 included acquisition-related expenses of $21.5, comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs.
+Added: The decrease in Operating expenses as a percentage of net sales and increase in Operating income as a percentage of net sales in 2024 were primarily driven by strong performance and disciplined cost control, which generated strong operating leverage on the significant growth experienced, partially offset by the effect of acquisitions, which currently have higher Operating expenses as a percentage of net sales compared to the Company average.
+Added: Operating income in 2024 included acquisition-related expenses of $145.6, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
+Added: Operating income in 2023 included acquisition-related expenses of $34.6, comprised primarily of external transaction costs, as well as the non-cash amortization related to the value associated with acquired backlog resulting from three of the acquisitions that closed in 2023.
+Added: Acquisition-related expenses in 2023 are presented separately in the Consolidated Statements of Income.
The acquisition-related expenses in 2024 and 2023 had the effect of decreasing net income by $119.3, or $0.09 per share, and $30.2, or $0.02 per share, respectively.
−Removed: Acquisition-related expenses in 2023 and 2022 were presented separately in the Consolidated Statements of Income.
Excluding the effect of these acquisition-related expenses, Adjusted Operating Income and Adjusted Operating Margin, each as defined below in the “Non-GAAP Financial Measures” section within this Item 7, were $3,302.5 and 21.7% of net sales, respectively, in 2024, and $2,594.2 and 20.7% of net sales, respectively, in 2023.
−Removed: While Adjusted Operating Income decreased modestly from 2022, Adjusted Operating Margin remained flat in 2023 relative to 2022, as the benefit of pricing actions and strong operational performance were offset by the operating leverage on the lower sales volumes, along with the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.
−Removed: Operating income for the Harsh Environment Solutions segment in 2023 was $943.9, or 26.7% of net sales, compared to $801.6, or 25.8% of net sales in 2022.
−Removed: The increase in operating margin for the Harsh Environment Solutions segment for 2023 compared to 2022 was primarily driven by normal operating leverage on the higher sales volumes and strong operational performance, combined with the benefit of pricing actions, all partially offset by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company.
+Added: The increase in Adjusted Operating Income and Adjusted Operating Margin in 2024 relative to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
Operating income for the Communications Solutions segment in 2024 was $1,569.6, or 24.8% of net sales, compared to $1,063.5, or 21.6% of net sales in 2023.
−Removed: The decrease in operating margin for the Communications Solutions segment for 2023 compared to 2022 was primarily driven by operating leverage on the lower sales volumes, partially offset by the benefit of pricing actions and strong operational performance.
+Added: The increase in operating margin for the Communications Solutions segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes.
+Added: Operating income for the Harsh Environment Solutions segment in 2024 was $1,093.2, or 24.7% of net sales, compared to $943.9, or 26.7% of net sales in 2023.
+Added: The decrease in operating margin for the Harsh Environment Solutions segment for 2024 compared to 2023 was primarily driven by the negative impact on operating margin related to acquisitions completed within the prior 12 months, particularly the CIT acquisition, that are currently operating below the average operating margin of the Company.
Operating income for the Interconnect and Sensor Systems segment in 2024 was $825.9, or 18.4% of net sales, compared to $753.7, or 18.3% of net sales in 2023.
−Removed: The modest decrease in operating margin for the Interconnect and Sensor Systems segment for 2023 compared to 2022 was primarily driven by the negative impact on operating margin related to acquisitions that are currently operating below the average operating margin of the Company, partially offset by the normal operating leverage on the higher sales volumes combined with the benefit of pricing actions.
+Added: The modest increase in operating margin for the Interconnect and Sensor Systems segment for 2024 compared to 2023 was primarily driven by strong operating performance on the higher sales volumes, partially offset by the negative impact on operating margin related to acquisitions completed within the prior 12 months that are currently operating below the average operating margin of the Company.
Interest expense was $217.0 in 2024 compared to $139.5 in 2023.
−Removed: The increase in interest expense was driven by the higher interest rate environment, which primarily impacted borrowings under the Company’s U.S.
−Removed: Commercial Paper Program that were outstanding throughout much of 2023.
+Added: The increase in interest expense was primarily driven by higher average borrowing levels, resulting from the issuances of new senior notes during 2024.
Refer to Note 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s debt.
+Added: Other income (expense), net was $72.0 in 2024 compared to $29.3 in 2023.
+Added: The increase was primarily driven by interest income earned on cash and cash equivalents on hand, resulting from increased levels of cash on hand partially driven by the issuance of the new October Senior Notes (defined below) in the fourth quarter of 2024 in anticipation of the Andrew acquisition, which closed on January 31, 2025, along with increased interest rates.
Provision for income taxes was at an effective rate of 18.9% in 2024 and 20.7% in 2023.
+Added: Provision for income taxes in 2024 included (i) excess tax benefits of $142.6 from stock option exercises, (ii) a discrete tax benefit related to the settlement of tax audits and associated lapses of statutes of limitation, along with a difference in a non-U.S.
+Added: tax filing position, and (iii) the tax effects related to the aforementioned acquisition-related expenses during the year.
Provision for income taxes in 2023 included (i) excess tax benefits of $82.4 from stock option exercises, (ii) the effect of the gain from the bargain purchase acquisition that closed in the second quarter of 2023, and (iii) the tax effects related to acquisition-related expenses during the year.
−Removed: Provision for income taxes in 2022 included (i) excess tax benefits of $56.0 from stock option exercises, and (ii) the tax effects related to acquisition-related expenses during the year.
These items incurred in 2024 and 2023 had the aggregate effect of decreasing the effective tax rate and increasing earnings per share by the amounts noted in the table below.
−Removed: Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 24.0% and 24.5% for 2023 and 2022, respectively, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
+Added: Excluding the effect of these items, the Adjusted Effective Tax Rate, a non-GAAP financial measure as defined in the “Non-GAAP Financial Measures” section below within this Item 7, was 24.0% for both 2024 and 2023, as reconciled in the table below to the comparable effective tax rate based on GAAP results.
For additional details related to the reconciliation between the U.S.
5 unchanged sentences
Reported (GAAP)
+Added: Amortization of acquisition-related inventory step-up costs
Acquisition-related expenses
1 unchanged sentence
Excess tax benefits related to stock-based compensation
+Added: Discrete tax items
Adjusted (non-GAAP) (2)
6 unchanged sentences
At December 31, 2025 and 2024, the Company had cash, cash equivalents and short-term investments of $11,434.2 and $3,335.4, respectively.
+Added: As of December 31, 2025, more than half of the Company’s cash, cash equivalents and short-term investments on hand was located in the United States, primarily as a result of the proceeds from the issuance of the November Senior Notes in 2025.
As of December 31, 2024, more than half of the Company’s cash, cash equivalents and short-term investments on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes in 2024.
−Removed: As of December 31, 2023, the majority of the Company’s cash, cash equivalents and short-term investments on hand was located outside of the United States.
−Removed: The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our cash, cash equivalents and short-term investments on hand, as well as availability under the U.S.
−Removed: Commercial Paper Program, th e Euro Commercial Paper Program, and the Revolving Credit Facility.
−Removed: The Company believes that these sources of liquidity, along with a ccess to capital markets (which the Company accessed in 2024 in connection with the issuances of both the April Senior Notes and October Senior Notes), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.
+Added: As of January 9, 2026, the Company used approximately $7,400 of its cash on hand to fund the CommScope acquisition, as discussed elsewhere within this Item 7 and in Note 15 of the accompanying Notes to Consolidated Financial Statements herein.
+Added: The Company’s primary sources of liquidity are internally generated cash provided by operating activities, our cash, cash equivalents and short-term investments on hand, as well as availability under the Commercial Paper Programs , the Revolving Credit Facility and, as of December 31, 2025 but not as of the date of this Annual Report, the Delayed Draw Term Loans (all as defined below).
+Added: The Company believes that these sources of liquidity, along with a ccess to capital markets (which the Company accessed in 2025 and 2024 for various debt issuances), provide adequate liquidity to meet both its short-term (next 12 months) and reasonably foreseeable long-term requirements and obligations.
The Company’s debt instruments are defined and discussed in more detail below within this Item 7.
Cash Requirements from Known Contractual and Other Obligations
−Removed: The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, payments associated with the one-time tax on the deemed repatriation of all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries (“Transition Tax”), of which the last annual installment will be paid in the second quarter of 2025, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings) , funding of pension obligations, and other contractual obligations and commitments (refer to the table below for the Company’s material cash requirements from known contractual and other obligations).
−Removed: The Company may also use cash to fund all or part of the cost of future acquisitions, as has been the case in recent years with the Company’s various acquisitions, including CIT in May 2024, as well as the acquisition of CommScope’s Mobile Networks Business, which closed on January 31, 2025.
−Removed: Capital expenditures are typically in the range of 3% to 4% of
−Removed: net sales, although spending in 2025 is expected to continue to be slightly elevated to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market.
−Removed: The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility and Commercial Paper Programs (all as defined below).
−Removed: As of December 31, 2024 and 2023, the Company had no borrowings outstanding under the Revolving Credit Facility, U.S.
−Removed: Commercial Paper Program and Euro Commercial Paper Pro gram.
−Removed: However , the Company borrowed under the U.S.
−Removed: Commercial Paper Program throughout much of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of CIT in May 2024, as discussed later within this Item 7.
−Removed: Although all such borrowings were repaid before the end of 2024, the Company may make additional borrowings under any of its debt instruments from time to time in the future.
−Removed: To the extent that interest rates change related to floating rate debt and the Company borrows under any of our floating rate debt instruments in the future (Commercial Paper Programs as well as our Revolving Credit Facility), our interest expense and interest payments will be impacted accordingly.
−Removed: Although the Company does not expect changes in interest rates to have a material effect on income or cash flows in 2025, there can be no assurance that interest rates will not change significantly from current levels.
+Added: The Company’s primary ongoing cash requirements will be for operating and working capital needs, capital expenditures, product development activities, repurchases of our Common Stock, dividends, debt service, taxes due upon the repatriation of foreign earnings (which will be payable upon the repatriation of such earnings) , funding of pension obligations, funding of acquisitions, and other contractual obligations and commitments (refer to the table below for the Company’s material cash requirements from known contractual and other obligations).
+Added: The Company has funded all of its recent acquisitions entirely with a combination of cash on hand and net proceeds from its debt instruments, including the Andrew and Trexon acquisitions in 2025 and the CommScope acquisition in 2026, and may fund future acquisitions all or in part with cash.
+Added: Capital expenditures have historically been in the range of 3% to 4% of net sales.
+Added: The Company’s debt service requirements primarily consist of principal and interest on the Company’s Senior Notes, and to the extent of any amounts outstanding, the Revolving Credit Facility, Commercial Paper Programs and Delayed Draw Term Loans (all as defined below).
+Added: As of December 31, 2025 and 2024, the Company had no borrowings outstanding under the Revolving Credit Facility, Commercial Paper Programs and Delayed Draw Term Loans.
+Added: However , the Company borrowed $1,534.1 under each of the Delayed Draw Term Loans in January 2026 to fund a portion of the consideration for the CommScope acquisition.
+Added: In addition, the Company borrowed under the U.S.
+Added: Commercial Paper Program during 2025 from time to time, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the Andrew acquisition, as discussed later within this Item 7.
+Added: The Company may make additional borrowings under the Revolving Credit Facility and Commercial Paper Programs from time to time in the future.
The following table summarizes the Company’s material short- and long-term cash requirements from known obligations pursuant to certain contracts and commitments as of December 31, 2025, as well as an estimate of the timing in which such obligations and payments are expected to be satisfied.
6 unchanged sentences
Accrued pension and postretirement benefit obligations (5)
−Removed: Transition tax (5)
−Removed: (1) The Company has excluded expected interest payments on the Revolving Credit Facility, U.S.
−Removed: Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented.
−Removed: The actual interest payments made related to the Company’s Revolving Credit Facility and both Commercial Paper Programs combined, in 2024, were approximately $25.8.
−Removed: Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings made to reduce or increase the underlying revolver balance.
+Added: (1) The Company has excluded expected interest payments on the Revolving Credit Facility, Commercial Paper Program and Euro Commercial Paper Program from the above table, as this calculation is largely dependent on average debt levels during each of the years presented.
+Added: The actual interest payments made related to the Company’s Revolving Credit Facility and Commercial Paper Programs in 2025, were approximately $33.7.
+Added: Expected debt levels, and therefore expected interest payments, are difficult to predict, as they are significantly impacted by items such as future acquisitions, repurchases of Common Stock and dividend payments, as well as payments or additional borrowings that reduce or increase the underlying revolver balance.
+Added: The table above also excludes borrowings of $1,534.1 under each Delayed Draw Term Loan that occurred subsequent to December 31, 2025 and related interest.
+Added: (2) Interest related to the Floating Rate Senior Notes (as defined below) is included in the table above at the effective rate as of December 31, 2025.
(3) The Company’s operating lease payments included in this table reflect the future minimum undiscounted fixed lease payments, which serve as the basis for calculating the Company’s operating lease liabilities as of December 31, 2025.
9 unchanged sentences
It is not possible to reasonably estimate expected required contributions in the above table after 2026, since several assumptions are required to calculate minimum required contributions, such as the discount rate and expected returns on pension assets.
−Removed: (5) As a result of the enactment of the U.S.
−Removed: Tax Cuts and Jobs Act of 2017 (“Tax Act”) in December 2017, the United States changed to a modified territorial tax system, which significantly reduced the U.S.
−Removed: tax expense associated with the remittance of foreign earnings, among other changes.
−Removed: The Tax Act also imposed the Transition Tax associated with all of the Company’s pre-2018 accumulated unremitted earnings and profits of foreign subsidiaries.
−Removed: As a result, on December 31, 2017, the Company recorded a provisional U.S.
−Removed: tax expense for the Transition Tax, which was adjusted and finalized in 2018.
−Removed: The seventh installment of the Transition Tax was paid in the second quarter of 2024, and the Company will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act.
−Removed: The table above reflects the remaining amounts associated with the Transition Tax, which is net of applicable tax credits and deductions.
(6) As of December 31, 2025, the Company has recorded net liabilities of approximately $311.7 related to unrecognized tax benefits.
6 unchanged sentences
The Company intends to indefinitely reinvest the remaining pre-2025 foreign earnings.
−Removed: The Company intends to distribute certain 2024 foreign earnings and, as of December 31, 2024, has accrued foreign and U.S.
−Removed: state and local taxes, where applicable, associated with the foreign earnings that it intends to
−Removed: repatriate, and intends to indefinitely reinvest the remaining 2024 foreign earnings.
−Removed: The Company intends to (i) evaluate certain post-2024 earnings for repatriation, and will accrue for those distributions where appropriate, and (ii) indefinitely reinvest all other foreign earnings.
−Removed: In addition, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act.
−Removed: As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States.
−Removed: It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.
−Removed: Cash Flow Summary
+Added: As of December 31, 2025, the Company has accrued the foreign and U.S.
+Added: state and local taxes associated with the foreign earnings that it intends to repatriate.
+Added: The Company intends to evaluate future earnings for repatriation, and will accrue for those distributions where appropriate, and to indefinitely reinvest all other foreign earnings.
+Added: In addition, the Company paid the balance of the Transition Tax (as defined in Note 6 to the accompanying
+Added: Notes to Consolidated Financial Statements), net of applicable tax credits and deductions, during the second quarter of 2025, as permitted under the Tax Cuts and Jobs Act (the “Tax Act”).
+Added: On July 4, 2025, the United States federal government enacted the tax and spending bill H.R.
+Added: 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.
+Added: Certain corporate tax provisions in H.R.
+Added: 1 were enacted with retroactive effect to January 1, 2025.
+Added: 1 did not have a material impact on our effective tax rate in 2025.
+Added: The Company continues to evaluate the corporate tax provisions contained within H.R.
+Added: 1, and the future impact of H.R.
+Added: 1 depends on several factors, including interpretive regulatory guidance, which has not yet been released.
The following table summarizes the Company’s cash flows from operating, investing and financing activities for the years ended December 31, 2025, 2024, and 2023, as reflected in the Consolidated Statements of Cash Flow:
7 unchanged sentences
The ability to generate cash from operating activities is one of the Company’s fundamental financial strengths.
−Removed: Operating Cash Flow was $2,814.7 in 2024, compared to $2,528.7 in 2023 and $2,174.6 in 2022.
+Added: Net cash provided by operating activities (“Operating Cash Flow”) was $5,374.7 in 2025, compared to $2,814.7 in 2024 and $2,528.7 in 2023.
+Added: The increase in Operating Cash Flow in 2025 compared to 2024 is primarily due to the increase in net income and by a lower usage of cash related to the change in working capital, as discussed below.
The increase in Operating Cash Flow in 2024 compared to 2023 is primarily due to the increase in net income, partially offset by a higher usage of cash related to the change in working capital, as discussed below.
−Removed: The increase in Operating Cash Flow in 2023 compared to 2022 was primarily due to an overall decrease in the net components of working capital in 2023, as discussed in more detail below.
In 2025, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $32.3, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $964.4, inventories of $487.4 and prepaid expenses and other current assets of $150.7, partially offset by increases in accounts payable of $554.1 and accrued liabilities, including income taxes, of $1,016.1.
+Added: In 2024, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $210.5, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in accounts receivable of $586.8, inventories of $200.1 and prepaid expenses and other current assets of $106.8, partially offset by increases in accounts payable of $423.1 and accrued liabilities, including income taxes, of $260.1.
In 2023, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow decreased $149.8, excluding the impact of acquisitions and foreign currency translation, primarily due to decreases in accounts receivable of $146.4 and inventories of $71.4, partially offset by a decrease in accounts payable of $34.6 and an increase in prepaid expenses and other current assets of $34.1.
−Removed: In 2022, the components of working capital as presented on the accompanying Consolidated Statements of Cash Flow increased $193.1, excluding the impact of acquisitions and foreign currency translation, primarily due to increases in inventories of $278.5 and accounts receivable of $273.1, partially offset by increases in accrued liabilities, including income taxes, of $246.3 and accounts payable of $62.5, and a decrease in prepaid expenses and other current assets of $49.7.
The following describes the significant changes in the amounts as presented on the accompanying Consolidated Balance Sheets at December 31, 2025 compared to December 31, 2024.
−Removed: Accounts receivable increased $669.5 to $3,287.9, primarily driven by higher sales in the fourth quarter of 2024 relative to the fourth quarter of 2023, along with the impact of the two acquisitions (the “2024 Acquisitions”) that closed during 2024, partially offset by the effect of translation from exchange rate changes (“Translation”) at December 31, 2024 compared to December 31, 2023.
+Added: Accounts receivable increased $1,429.2 to $4,717.1, primarily driven by higher sales in the fourth quarter of 2025 relative to the fourth quarter of 2024, along with the impact of the five acquisitions (the “2025 Acquisitions”) that closed during 2025, and the effect of translation from exchange rate changes (“Translation”) at December 31, 2025 compared to December 31, 2024.
Days sales outstanding at December 31, 2025 and 2024 were 66 days and 68 days, respectively.
−Removed: Inventories increased $378.6 to $2,545.7, primarily driven by the impact of the 2024 Acquisitions, along with the impact of higher sales in 2024 relative to the prior year, partially offset by Translation.
+Added: Inventories increased $879.2 to $3,424.9, primarily driven by the impact of the 2025 Acquisitions, along with the impact of higher sales in 2025 relative to the prior year and Translation.
Inventory days at December 31, 2025 and 2024 were 77 days and 80 days, respectively.
Prepaid expenses and other current assets increased $174.0 to $691.0, primarily due to increases in various prepaid expenses and other current receivables, along with the impact of the 2025 Acquisitions.
−Removed: Property, plant and equipment, net, increased $397.1 to $1,711.8, primarily due to capital expenditures of $665.4 and the impact of the 2024 Acquisitions, partially offset by depreciation of $390.6, disposals and Translation.
−Removed: Goodwill increased $1,143.8 to $8,236.2, primarily driven by goodwill recognized from the 2024 Acquisitions, in particular the
−Removed: CIT acquisition, partially offset by Translation.
−Removed: Other intangible assets, net, increased $390.3 to $1,225.1, primarily due to the recognition of certain intangible assets related to the 2024 Acquisitions, in particular the CIT acquisition, partially offset by amortization of $154.7 associated with the Company’s current intangible assets as well as measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023.
+Added: Property, plant and equipment, net, increased $593.8 to $2,305.6, primarily due to purchases of $1,040.3 and the impact of the 2025 Acquisitions and Translation, partially offset by depreciation of $640.1.
+Added: Goodwill increased $2,339.2 to $10,575.4, primarily driven by goodwill recognized from the 2025 Acquisitions, in particular the Andrew and Trexon acquisitions, and Translation.
+Added: Other intangible assets, net, increased $1,016.3 to $2,241.4, primarily due to the recognition of certain intangible assets related to the 2025 Acquisitions, in particular the Andrew and Trexon acquisitions, partially offset by amortization of $192.0 associated with the Company’s current intangible assets.
Other long-term assets increased $266.2 to $847.3, primarily due to an increase in operating lease right-of-use assets resulting from both new and renewed lease agreements entered into during 2025 and acquired leases resulting from acquisitions.
−Removed: Accounts payable increased $468.5 to $1,819.4, primarily due to increased purchasing activity related to the higher sales levels in 2024, along with the impact of the 2024 Acquisitions, partially offset by Translation.
+Added: Accounts payable increased $842.5 to $2,661.9, primarily due to increased purchasing activity related to the higher sales levels in 2025, along with the impact of the 2025 Acquisitions and Translation.
Payable days at December 31, 2025 and 2024 were 60 days and 58 days, respectively.
Total accrued expenses, including accrued income taxes, increased $1,341.0 to $3,203.7, primarily as a result of increases in accrued salaries, wages and employee benefits, accrued income taxes, and various other accrued expenses, along with the impact of the 2025 Acquisitions.
−Removed: Accrued pension and postretirement benefit obligations decreased $13.2 to $129.8, primarily due to the impact of higher discount rates used to calculate our projected benefit obligation and funded status of our defined benefit pension plans.
+Added: Accrued pension and postretirement benefit obligations increased $8.4 to $138.2, primarily due to the impact of lower discount rates used to calculate our projected benefit obligation and the funded status of our defined benefit pension plans.
Other long-term liabilities, including deferred tax liabilities, increased $335.3 to $1,221.4, primarily as a result of an increase in long-term lease liabilities resulting from both new and renewed lease agreements entered into during 2025, along with acquired leases resulting from acquisitions.
2 unchanged sentences
GAAP financial measure for the years ended December 31, 2025, 2024 and 2023.
+Added: The increase in Free Cash Flow in 2025 compared to 2024 was driven by the increase in Operating Cash Flow, partially offset by the increased capital expenditures levels, as described above.
Free Cash Flow decreased modestly in 2024 compared to 2023, as the increase in capital expenditures was largely offset by the increase in Operating Cash Flow, as described above.
−Removed: The increase in Free Cash Flow in 2023 compared to 2022 was driven by the increase in Operating Cash Flow, as described above.
Operating Cash Flow (GAAP)
5 unchanged sentences
Net cash used in investing activities was $5,082.1 in 2025, compared to $2,648.6 in 2024 and $1,393.7 in 2023.
+Added: In 2025, net cash used in investing activities was primarily driven by the use of $3,818.6 to fund acquisitions, capital expenditures (net of disposals) of $981.8 and net purchases of short-term investments of $281.7.
In 2024, net cash used in investing activities was primarily driven by the use of $2,156.4 to fund acquisitions and capital expenditures (net of disposals) of $657.6, partially offset by net sales and maturities of short-term investments of $163.5.
In 2023, net cash used in investing activities was primarily driven by the use of $970.4 to fund acquisitions, capital expenditures (net of disposals) of $368.8, and net purchases of short-term investments of $59.4.
−Removed: In 2022, net cash used in investing activities was primarily driven by capital expenditures (net of disposals) of $378.2, the use of $288.2 to fund acquisitions, net purchases of long-term investments of $56.0, and net purchases of short-term investments of $25.2.
−Removed: The elevated capital expenditures in 2024, in particular in the second half of the year, were driven by investments, primarily in support of the growth in our IT datacom and defense markets.
−Removed: We currently expect this elevated level of capital spending to continue into 2025 to support the significant growth we are experiencing related to artificial intelligence applications in our IT datacom market.
+Added: The elevated capital expenditures in 2025 were driven by investments, primarily in support of the robust growth in our IT datacom market.
+Added: We currently expect this elevated level of capital spending to continue into 2026 to support the continued growth we are experiencing related to AI applications in our IT datacom market.
Financing Activities
Cash flows from financing activities primarily consist of cash flows associated with borrowings and repayments of the Company’s credit facilities and other long-term debt, repurchases of Common Stock, proceeds from stock option exercises, dividend payments, and distributions to and purchases of noncontrolling interests.
−Removed: Net cash provided by financing activities was $1,729.9 in 2024, compared to net cash used in financing activities of $1,012.4 in 2023 and $1,196.7 in 2022.
−Removed: In 2024, net cash provided by financing activities was primarily driven by (i) net
−Removed: cash proceeds from borrowings of $2,991.3, primarily related to the issuances of the April Senior Notes and October Senior Notes, each as defined below, and (ii) cash proceeds of $447.4 from the exercise of stock options, partially offset by (a) repurchases of the Company’s Common Stock of $689.3, (b) dividend payments of $595.1, (c) debt repayments of $364.4, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (d) distributions to and purchases of noncontrolling interests of $33.0, and (e) payments of $28.4 related to debt financing costs associated with the Company’s amended and restated revolving credit facility in March 2024 as well as the issuances of the April Senior Notes and October Senior Notes, each as defined below.
+Added: Net cash provided by financing activities was $7,423.2 in 2025 and $1,729.9 in 2024, compared to net cash used in financing activities of $1,012.4 in 2023.
+Added: In 2025, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $8,921.7, primarily related to the issuances of the 2028 Senior Notes, the 2032 Euro Notes and the November Senior Notes (each as defined below), and (ii) cash proceeds of $553.0 from the exercise of stock options, partially offset by (a) redemption of the 2.050% Senior Notes of $400.0, (b) repurchases of the
+Added: Company’s Common Stock of $665.2, (c) dividend payments of $802.2, (d) payments of $89.1 related to debt financing costs associated with the Delayed Draw Term Loans, as well as the issuances of the 2028 Senior Notes, the 2032 Euro Notes and the November Senior Notes, (e) settlement of the treasury locks of $88.0, and (f) distributions to and purchases of noncontrolling interests of $5.8.
+Added: In 2024, net cash provided by financing activities was primarily driven by (i) net cash proceeds from borrowings of $2,991.3, primarily related to the issuances of the April Senior Notes and October Senior Notes, each as defined below, and (ii) cash proceeds of $447.4 from the exercise of stock options, partially offset by (a) repurchases of the Company’s Common Stock of $689.3, (b) dividend payments of $595.1, (c) debt repayments of $364.4, primarily related to the redemption of the 3.20% Senior Notes in the second quarter of 2024, (d) distributions to and purchases of noncontrolling interests of $33.0, and (e) payments of $28.4 related to debt financing costs associated with the Company’s amended and restated revolving credit facility in March 2024 as well as the issuances of the April Senior Notes and October Senior Notes.
In 2023, net cash used in financing activities was primarily driven by (i) net repayments of $632.6 related to the Company’s commercial paper programs, primarily the U.S.
Commercial Paper Program, (ii) repurchases of the Company’s Common Stock of $585.1, (iii) dividend payments of $500.6, (iv) distributions to and purchases of noncontrolling interests of $24.0, (v) other debt repayments of $15.7, (vi) payments of $2.3 related to debt financing costs associated with the Company’s $350.0 aggregate principal amount of unsecured 4.750% Senior Notes due March 30, 2026 (the “2026 Senior Notes”), and (vii) payment of $1.5 associated with the deferred purchase price related to an acquisition, partially offset by (a) cash proceeds of $394.5 from the exercise of stock options and (b) net cash proceeds from borrowings of $354.9, primarily related to the issuance of the 2026 Senior Notes.
−Removed: In 2022, net cash used in financing activities was primarily driven by (i) repurchases of the Company’s Common Stock of $730.5, (ii) dividend payments of $477.4, (iii) net repayments of $159.3, primarily under the U.S.
−Removed: Commercial Paper Program, (iv) other debt repayments of $55.2, primarily related to short-term debt, and (v) distributions to and purchases of noncontrolling interests of $9.9, partially offset by (a) cash proceeds of $185.3 from the exercise of stock options and (b) proceeds of $50.7 primarily related to short-term borrowings.
The Company has significant flexibility to meet its financial commitments.
6 unchanged sentences
The Company may utilize the Revolving Credit Facility for general corporate purposes.
−Removed: As of December 31, 2024 and 2023, there were no outstanding borrowings under the revolving credit facility then in effect.
+Added: As of December 31, 2025 and 2024, there were no outstanding borrowings under the Revolving Credit Facility.
The Revolving Credit Facility requires payment of certain annual agency and commitment fees and requires that the Company satisfy certain financial covenants.
On December 31, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility.
−Removed: On April 19, 2022, the Company entered into a two-year, $750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”).
−Removed: The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term.
+Added: 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”, and individually, a “Delayed Draw Term Loan”), which is scheduled to mature on the date that is 364 days after the funding date.
+Added: Each Delayed Draw Term Loan may only be drawn in a single drawing over the life of the applicable facility.
+Added: Each Delayed Draw Term Loan may be repaid at any time without premium or penalty and, once repaid, cannot be reborrowed.
+Added: Interest rates under each Delayed Draw 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.
+Added: On November 13, 2025, the aggregate commitment amount in respect of each of the Delayed Draw Term Loans was individually reduced to $1,534.1.
+Added: As of December 31, 2025, the Company had not yet drawn upon either Delayed Draw Term Loan, and as such, there were no outstanding borrowings under either Delayed Draw Term Loan.
+Added: On December 31, 2025, the Company was in compliance with the financial covenants under each Delayed Draw Term Loan.
+Added: In January 2026, the Company drew the full $1,534.1 available under each of the Delayed Draw Term Loans to fund a portion of the consideration for the CommScope acquisition, which closed on January 9, 2026, as discussed further in Note 15 of the accompanying Notes to Consolidated Financial Statements.
The Company has a commercial paper program (the “U.S.
7 unchanged sentences
The Company borrowed under the U.S.
−Removed: Commercial Paper Program throughout much of 2024 and 2023, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of CIT in May 2024.
−Removed: Before the end of the fourth quarter of 2024 and 2023, the Company repaid all of its USCP Notes then outstanding.
+Added: Commercial Paper Program throughout much of 2025 and 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the Andrew and CIT acquisitions.
+Added: Before December 31, 2025 and 2024, the Company repaid all of its USCP Notes then outstanding.
As of December 31, 2025 and 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.
−Removed: Commercial Paper Program, the
−Removed: “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.
+Added: 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 ECP Notes may be issued in Euros, Sterling, U.S.
1 unchanged sentence
The maximum aggregate principal amount outstanding of ECP Notes at any time is $2,000.0.
−Removed: The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions, as was the case in the first quarter of 2023 when the Company used borrowings under its Euro Commercial Paper Program, along with cash on hand, to fund an acquisition.
−Removed: The Company did not borrow under the Euro Commercial Paper Program during 2024.
+Added: The Company utilizes borrowings under the Euro Commercial Paper Program for general corporate purposes, which may include, for example, fully or partially funding acquisitions.
+Added: The Company did not borrow under the Euro Commercial Paper Program during 2025 or 2024.
As of December 31, 2025 and 2024, there were no ECP Notes outstanding.
4 unchanged sentences
As of December 31, 2025, the Company has outstanding senior notes (the “Senior Notes”) as follows:
+Added: Compounded SOFR plus 0.53
+Added: November 2027
+Added: November 2027
+Added: November 2028
February 2030
+Added: November 2030
September 2031
+Added: February 2033
+Added: February 2036
November 2054
+Added: November 2055
May 2026 (Euro Notes)
October 2028 (Euro Notes)
+Added: June 2032 (Euro Notes)
+Added: On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S.
+Added: Commercial Paper Program to repay the $400.0 aggregate principal amount of unsecured 2.050% Senior Notes due March 1, 2025 upon maturity.
+Added: On June 12, 2025, the Company issued $750.0 aggregate principal amount of unsecured 4.375% Senior Notes due June 12, 2028 (the “2028 Senior Notes”).
+Added: The Company used net proceeds from the 2028 Senior Notes to repay borrowings under the U.S.
+Added: Commercial Paper Program and for general corporate purposes.
+Added: On November 10, 2025, the Company issued (i) $500.0 aggregate principal amount of unsecured Floating Rate Senior Notes due November 15, 2027 (the “Floating Rate Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 3.800% Senior Notes due November 15, 2027 (the “3.800% Senior Notes”), (iii) $750.0 aggregate principal amount of unsecured 3.900% Senior Notes due November 15, 2028 (the “3.900% Senior Notes”), (iv) $1,000.0 aggregate principal amount of unsecured 4.125% Senior Notes due November 15, 2030 (the “4.125% Senior Notes”), (v) $1,250.0 aggregate principal amount of unsecured 4.400% Senior Notes due February 15, 2033 (the “4.400% Senior Notes”), (vi) $1,600.0 aggregate principal amount of unsecured 4.625% Senior Notes due February 15, 2036 (the “4.625% Senior Notes”) and (vii) $1,650.0 aggregate principal amount of unsecured 5.300% Senior Notes due November 15, 2055 (the “5.300% Senior Notes” and, together with the Floating Rate Senior Notes, the 3.800% Senior Notes, the 3.900% Senior Notes, the 4.125% Senior Notes, the 4.400% Senior Notes, and the 4.625% Senior Notes, the “November Senior Notes”).
+Added: On January 9, 2026, the Company used the net proceeds from the November Senior Notes, together with borrowings under the Delayed Draw Term Loans and cash on hand, to fund the cash consideration for the CommScope acquisition, along with fees and expenses related thereto.
+Added: As a result of this increase in debt levels compared to 2025, the Company expects interest expense, net of interest income, to increase to approximately $800.0 in 2026.
On April 1, 2024, the Company used cash on hand to repay the $350.0 aggregate principal amount of unsecured 3.20% Senior Notes due April 1, 2024 upon maturity.
5 unchanged sentences
(i) $250.0 aggregate principal amount of unsecured 5.050% Senior Notes due April 5, 2027 (the “Additional 2027 Senior Notes”), which constituted a further issuance of the Company’s Original 2027 Senior Notes issued in April 2024, thus forming a single series with, and having the same terms (other than the issue date, issue price and the first interest payment date) as, the Original 2027 Senior Notes, and thus having a total aggregate principal amount of $700.0 of unsecured 5.050% Senior Notes due April 5, 2027 outstanding (the Original 2027 Senior Notes, together with the Additional 2027 Senior Notes collectively referred to as the “2027 Senior Notes”), (ii) $750.0 aggregate principal amount of unsecured 5.000% Senior Notes due January 15, 2035 (the “2035 Senior Notes”) and (iii) $500.0 aggregate principal amount of unsecured 5.375% Senior Notes due November 15, 2054 (the “2054 Senior Notes”).
−Removed: On January 31,
−Removed: 2025, the Company used the net proceeds from the October Senior Notes, together with borrowings under the U.S.
−Removed: Commercial Paper Program and cash on hand, to fund the cash consideration for the Company’s acquisition of CommScope’s Mobile Networks Business, along with the fees and expenses related thereto.
−Removed: On March 30, 2023, the Company issued the 2026 Senior Notes.
−Removed: The Company used the net proceeds from the 2026 Senior Notes to repay certain outstanding borrowings under the U.S.
−Removed: Commercial Paper Program.
+Added: On January 31, 2025, the Company used the net proceeds from the October Senior Notes, together with borrowings under the U.S.
+Added: Commercial Paper Program and cash on hand, to fund the cash consideration for the Andrew acquisition, along with the fees and expenses related thereto.
All of the Company’s outstanding senior notes in the United States (the “ U.S.
−Removed: Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.
+Added: Senior Notes”) are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.
Interest on each series of U.S.
−Removed: Senior Notes is payable semiannually.
+Added: Senior Notes is payable semiannually, except for the Floating Rate Senior Notes for which interest is payable quarterly.
The Company may, at its option, redeem some or all of any series of U.S.
−Removed: Senior Notes at any time, subject to certain terms and conditions.
−Removed: The Euro Issuer has two outstanding unsecured senior notes issued in Europe.
+Added: Senior Notes at any time, subject to certain terms and conditions, except that the Company may not redeem the Floating Rate Senior Notes at its option prior to their maturity.
+Added: Euro Senior Notes
+Added: On June 16, 2025, the Company issued €600.0 (approximately $685.9 at date of issuance) aggregate principal amount of unsecured 3.125% Senior Notes due June 16, 2032 (the “2032 Euro Notes”).
+Added: The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.
+Added: Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026.
+Added: The Company may, at its option, redeem some or all of the 2032 Euro Notes at any time, subject to certain terms and conditions.
+Added: The Company used net proceeds from the 2032 Euro Notes to repay borrowings under the U.S.
+Added: Commercial Paper Program and for general corporate purposes.
+Added: The Euro Issuer has two outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes”, together with the 2032 Euro Notes, the “Euro Notes” and, together with the U.S.
+Added: Senior Notes, the “Senior Notes”).
The Euro Issuer has €500.0 (approximately $545.4 at date of issuance) aggregate principal amount of unsecured 0.750% Senior Notes due May 4, 2026 (the “2026 Euro Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.
−Removed: In addition, the Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) aggregate principal amount of unsecured 2.000% Senior Notes due October 8, 2028 (the “2028 Euro Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.
−Removed: Senior Notes, the “Senior Notes”), the net proceeds of which were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.
−Removed: The Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.
−Removed: Interest on each series of Euro Notes is payable annually.
−Removed: 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.
+Added: In addition, the Euro Issuer also has €500.0 (approximately $574.6 at date of issuance) aggregate principal amount of unsecured 2.000% Senior Notes due October 8, 2028 (the “2028 Euro Notes”), the net proceeds of which were used to repay a portion of the outstanding amounts under our Commercial Paper Programs, with the remainder of the net proceeds being used for general corporate purposes.
+Added: The Existing Euro Notes are unsecured and rank equally in right of payment with all of the Euro Issuer’s senior unsecured and unsubordinated indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.
+Added: Interest on each series of Existing Euro Notes is payable annually.
+Added: The Company may, at its option, redeem some or all of either series of Existing Euro Notes at any time, subject to certain terms and conditions.
The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.
11 unchanged sentences
As a result of these repurchases, the Company completed all repurchases authorized under the 2021 Stock Repurchase Program, and, therefore, the 2021 Stock Repurchase Program has terminated.
−Removed: During the year ended December 31, 2023, the Company repurchased 14.4 million shares of its Common Stock for $585.1 under the 2021 Stock Repurchase Program.
−Removed: Of the total repurchases made in 2023, 10.9 million shares, or $435.8, were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
−Removed: During the year ended December 31, 2022, the Company repurchased 19.8 million shares of its Common Stock for $730.5 under the 2021 Stock Repurchase Program.
−Removed: Of the total repurchases made in 2022, 18.7 million shares, or $689.7, were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.
Contingent upon declaration by the Board, the Company pays a quarterly dividend on shares of its Common Stock.
−Removed: On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023, and on July 23, 2024, the Board approved an additional increase to the Company’s quarterly dividend rate from $0.11 per share to $0.165 per share, effective with dividends declared in the third quarter of 2024, contingent upon declaration by the Board.
−Removed: The following table summ arizes the declared quarterly dividends per share during each of the three years ended December 31, 2024, 2023 and 2022:
+Added: On October 24, 2023, the Board approved an increase to the Company’s quarterly dividend rate from $0.105 per share to $0.11 per share, effective with dividends declared in the fourth quarter of 2023.
+Added: 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.
+Added: The following table summarizes the declared quarterly dividends per share during each of the three years ended December 31, 2025, 2024 and 2023:
First Quarter
17 unchanged sentences
Plans, the “Plans”).
−Removed: The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2024 to $89.2 from $106.0 in 2023, primarily driven by the effect of higher discount rates in 2024 on our projected benefit obligations along with actual positive returns on plan assets in 2024, partially offset by interest cost.
+Added: The total liability for accrued pension and postretirement benefit obligations associated with the Company’s pension and postretirement benefit plans decreased in 2025 to $87.5 from $89.2 in 2024, primarily driven by the effect of lower discount rates in 2025 on our projected benefit obligations along with actual positive returns on plan assets in 2025, partially offset by interest cost.
There is no current requirement for cash contributions to any of the U.S.
1 unchanged sentence
Refer to Note 9 of the Notes to Consolidated Financial Statements for further discussion of the Company’s benefit plans and other postretirement benefit plans.
+Added: During 2025, the Company completed five acquisitions (the “2025 Acquisitions”), including the acquisitions of Andrew and Trexon, for approximately $3,818.6, net of cash acquired.
+Added: The Andrew acquisition has been included in the Communications Solutions segment, three acquisitions including Trexon have been included in the Harsh Environment Solutions segment, and one acquisition has been included in the Interconnect and Sensor Systems segment.
+Added: The 2025 Acquisitions were each funded using cash on hand, proceeds from the October Senior Notes, borrowings under the U.S.
+Added: Commercial Paper Program, or a combination thereof.
+Added: The 2025 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.
During 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of CIT, for approximately $2,156.4, net of cash acquired.
3 unchanged sentences
The 2024 Acquisitions are not material, either individually or in the aggregate, to the Company’s financial results.
−Removed: On May 21, 2024, pursuant to a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated dated January 30, 2024, the Company completed the acquisition of CIT for approximately $1,995.3, net of cash acquired and subject to customary post-closing adjustments.
−Removed: The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed earlier in this Item 7, together with borrowings under the U.S.
−Removed: Commercial Paper Program and cash on hand.
−Removed: CIT, headquartered in St.
−Removed: Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets.
−Removed: CIT’s wide range of products include wire and cable, cable assemblies,
−Removed: contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions.
−Removed: During 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $970.4, net of cash acquired.
−Removed: Five of the acquisitions were included in the Harsh Environment Solutions segment, three acquisitions were included in the Interconnect and Sensor Systems segment, and two acquisitions were included in the Communications Solutions segment.
−Removed: The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof.
−Removed: One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price.
−Removed: The Company recognized a non-cash gain of $5.4 on the bargain purchase acquisition during the year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income.
−Removed: The 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.
Acquisition-related Expenses
−Removed: In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
−Removed: In 2023, the Company incurred $34.6 ($30.2 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2023 Acquisitions, along with the amortization related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions.
−Removed: Such acquisition-related expenses are presented separately in the accompanying Consolidated Statements of Income.
−Removed: Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation
−Removed: On January 31, 2025, pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc.
−Removed: (“CommScope”) dated July 18, 2024, the Company completed the acquisition of CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”) for an aggregate purchase price of approximately $2,100 in cash, subject to customary post-closing adjustments.
−Removed: The Company funded the acquisition of the Mobile Networks Business through a combination of net proceeds from the October Senior Notes, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements, together with borrowings under the U.S.
−Removed: Commercial Paper Program and cash on hand.
−Removed: The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems.
−Removed: The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.
−Removed: The Mobile Networks Business will be included in the Communications Solutions segment.
−Removed: Also, on January 31, 2025, the Company completed the acquisition of LifeSync Corporation (“LifeSync”), a high-technology provider of interconnect products for medical applications, which will be included in the Harsh Environment Solutions segment.
+Added: In 2025, the Company incurred $181.2 ($148.8 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 and Trexon acquisitions and external transaction costs related to acquisitions (such acquisition-related expenses aggregating $103.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $77.8 associated with the Andrew acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
+Added: In 2024, the Company incurred $145.6 ($119.3 after-tax) of acquisition-related expenses, comprised primarily of (i) external transaction costs associated with acquisitions and the non-cash amortization related to the value associated with acquired backlog resulting from the CIT acquisition (such acquisition-related expenses aggregating $127.4 are presented separately in the Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Consolidated Statements of Income).
+Added: Acquisition of CommScope
+Added: On January 9, 2026, pursuant to a purchase agreement announced on August 4, 2025, the Company completed the acquisition of the Connectivity and Cable Solutions Business (which we now refer to collectively as “CommScope”) from Vistance Networks, Inc.
+Added: (“Vistance”, formerly known as CommScope Holding Company, Inc.) for an aggregate purchase price of approximately $10,500.0 in cash, subject to customary post-closing adjustments.
+Added: The Company funded the CommScope acquisition through a combination of net proceeds from the Delayed Draw Term Loans, the November Senior Notes and cash on hand, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.
For further discussion of the Company’s acquisitions, refer to Note 11 and Note 15 of the Notes to Consolidated Financial Statements.
23 unchanged sentences
Non-GAAP financial measures related to operating income, operating margin, net income attributable to Amphenol Corporation, effective tax rate and diluted EPS exclude income and expenses that are not directly related to the Company’s operating performance during the years presented.
−Removed: Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including, but not limited to, (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law.
+Added: Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, the excess tax benefits related to stock-based compensation and certain other discrete tax items including, but not limited to, (i) the impact of tax audits relating to prior periods and (ii) significant changes in tax law.
Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates and acquisitions.
56 unchanged sentences
Deferred income taxes are provided on undistributed earnings of foreign subsidiaries in the period in which the Company determines it no longer intends to permanently reinvest such earnings outside the United States.
−Removed: As of December 31, 2024, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,550 related to certain geographies, as it is the
−Removed: Company’s intention to permanently reinvest such earnings outside the United States.
+Added: As of December 31, 2025, the Company has not provided for deferred income taxes on undistributed foreign earnings of approximately $1,750 related to certain geographies, as it is the Company’s intention to permanently reinvest such earnings outside the United States.
It is impracticable to calculate the amount of taxes that would be payable if these undistributed foreign earnings were to be repatriated.
5 unchanged sentences
The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.
−Removed: As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings o f foreign subsidiaries.
+Added: As a result of the Tax Act, the global intangible low-taxed income (“GILTI”) provision imposed a tax on certain earnings of foreign subsidiaries.
The Company elected an accounting policy to account for GILTI as a period cost.
2 unchanged sentences
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.