What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-25 compared with 2024-07-26 · 182 added, 145 removed, 580 unchanged (36% of the section changed)

3 unchanged sentences

(dollars in millions)

September 30,

Current Assets:

35 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of sales

18 unchanged sentences

Three Months Ended

Six Months Ended

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

Nine Months Ended

September 30,

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

Foreign currency translation adjustments

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.2 ) and ($ 0.7 ) for 2024, and ($ 0.2 ) and ($ 0.6 ) for 2023, respectively

Total other comprehensive (loss) income, net of tax

Total other comprehensive income (loss), net of tax

Total comprehensive income

5 unchanged sentences

(dollars in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash from operating activities:

19 unchanged sentences

Payment of costs related to debt financing

Payment of deferred purchase price related to acquisitions

Purchase of treasury stock

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents balance, beginning of period

8 unchanged sentences

Note 1—Basis of Presentation and Principles of Consolidation

The Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023, and the related Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2024 and 2023 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

The Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, the related Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023, and the related Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2024 and 2023 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol,” the “Company,” “we,” “our” or “us”).

All material intercompany balances and transactions have been eliminated in consolidation.

1 unchanged sentence

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

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”).

13 unchanged sentences

The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses by requiring entities to disclose on an annual and interim basis:

(i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of

segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

(i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

Furthermore, entities will be required to:

9 unchanged sentences

The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.

While it continues to evaluate ASU 2023-09, the Company does not currently believe that its adoption will have a material impact on its consolidated financial statements.

While it continues to evaluate ASU 2023-09 and its disclosure requirements, the Company does not currently believe that its adoption will have a material impact on its consolidated financial statements.

Note 3—Inventories

Inventories consist of:

September 30,

Raw materials and supplies

2 unchanged sentences

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

June 30, 2024

September 30, 2024

December 31, 2023

23 unchanged sentences

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

As of June 30, 2024 and December 31, 2023, there were no outstanding borrowings under the revolving credit facility then in effect.

As of September 30, 2024 and December 31, 2023, there were no outstanding borrowings under the revolving credit facility then in effect.

The carrying value of any borrowings under the Revolving Credit Facility would approximate their fair value, primarily due to their market interest rates, and would be classified as Level 2 in the fair value hierarchy (Note 5).

1 unchanged sentence

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

On June 30, 2024, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

On September 30, 2024, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

Term Loan Credit Facility

9 unchanged sentences

Commercial Paper Program by $ 500.0 .

As of June 30, 2024, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

As of September 30, 2024, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

The Company utilizes borrowings under the U.S.

1 unchanged sentence

The Company borrowed under the U.S.

Commercial Paper Program throughout much of the first six months of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the recent acquisition of the Carlisle Interconnect Technologies (“CIT”) business discussed further in Note 11 herein.

Before the end of the second quarter of 2024, the Company repaid all of its USCP Notes then outstanding.

As of June 30, 2024 and December 31, 2023, there were no USCP Notes outstanding.

Commercial Paper Program throughout much of the first nine months of 2024, the proceeds of which were used for general corporate purposes, including, but not limited to, partially funding the acquisition of the Carlisle Interconnect Technologies (“CIT”) business in May 2024, as discussed further in Note 11 herein.

Before the end of the third quarter of 2024, the Company repaid all of its USCP Notes then outstanding.

As of September 30, 2024 and December 31, 2023, there were no USCP Notes outstanding.

The Company and one of its wholly owned European subsidiaries (the “Euro Issuer”) also have a commercial paper program (the “Euro Commercial Paper Program” and, together with the U.S.

6 unchanged sentences

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

The Company did not borrow under the Euro Commercial Paper Program during the first six months of 2024, and, as of June 30, 2024 and December 31, 2023, there were no ECP Notes outstanding.

The Company did no t borrow under the Euro Commercial Paper Program during the first nine months of 2024, and, as of September 30, 2024 and December 31, 2023, there were no ECP Notes outstanding.

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

In conjunction with the Revolving Credit Facility, as of June 30, 2024, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

In conjunction with the Revolving Credit Facility, as of September 30, 2024, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

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

5 unchanged sentences

The New Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Interest on the

New Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing on October 5, 2024.

Interest on the New Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing on October 5, 2024.

Prior to March 5, 2027, the Company may redeem, from time to time, some or all of the 2027 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium.

4 unchanged sentences

Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, as discussed in further detail in Note 11 herein, along with the fees and expenses related thereto.

During the three and six months ended June 30, 2024, the Company incurred $ 11.7 of debt financing costs associated with the issuance of the New Senior Notes.

During the nine months ended September 30, 2024, the Company incurred $ 11.7 of debt financing costs associated with the issuance of the New Senior Notes.

On April 1, 2024, the Company used cash on hand to repay the $ 350.0 aggregate principal amount of unsecured 3.20 % Senior Notes due April 1, 2024 upon maturity.

1 unchanged sentence

The 2026 Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Euro Notes.

Interest on the 2026 Senior Notes is payable semiannually on March 30 and September 30 of each year, commencing on September 30, 2023.

Interest on the 2026 Senior Notes is payable semiannually on March 30 and September 30 of each year.

The Company may redeem, from time to time at its option, some or all of the 2026 Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a make-whole premium.

16 unchanged sentences

The Senior Notes impose certain obligations on the Company and prohibit various actions by the Company unless it satisfies certain financial requirements.

On June 30, 2024, the Company was in compliance with all requirements under its Senior Notes .

On September 30, 2024, the Company was in compliance with all requirements under its Senior Notes .

Note 5—Fair Value Measurements

20 unchanged sentences

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

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of June 30, 2024 and December 31, 2023 are as follows:

The fair values of the Company’s financial and non-financial assets and liabilities subject to such standards as of September 30, 2024 and December 31, 2023 are as follows:

Fair Value Measurements

3 unchanged sentences

Assets (Level 1)

June 30, 2024:

September 30, 2024:

Short-term investments

10 unchanged sentences

dollar equivalent of the net investments in certain foreign subsidiaries.

As of June 30, 2024 and December 31, 2023, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

As of June 30, 2024 and December 31, 2023, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

During the three and six months ended June 30, 2024 and 2023, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

As of September 30, 2024 and December 31, 2023, the Company had no outstanding foreign exchange forward contracts accounted for as either net investment hedges or cash flow hedges .

As of September 30, 2024 and December 31, 2023, the fair value of such foreign exchange forward contracts in the table above consisted of various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

During the three and nine months ended September 30, 2024 and 2023, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

The fair values of the Company’s forward contracts are recorded within Prepaid expenses and other current assets, Other long-term assets, Other accrued expenses and Other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets, depending on their value and remaining contractual period.

2 unchanged sentences

The redeemable noncontrolling interests recorded on the accompanying Condensed Consolidated Balance Sheets relate to recent acquisitions, which, based on the terms of the respective acquisition agreements, will remain in temporary equity until the applicable put option is either fully exercised or expires.

During the three months ended June 30, 2024, in accordance with the terms of the agreement, the noncontrolling option holders exercised their put option, requiring the Company to acquire a portion of the redeemable noncontrolling interests then outstanding.

During the second quarter of 2024, in accordance with the terms of the agreement, the noncontrolling option holders exercised their put option, requiring the Company to acquire a portion of the redeemable noncontrolling interests then outstanding.

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

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

December 31, 2023.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and six months ended June 30, 2024 and 2023.

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three and nine months ended September 30, 2024 and 2023.

With the exception of the fair value of the assets acquired and liabilities assumed in connection with acquisition accounting, the Company does not have any other significant financial or non-financial assets and liabilities that are measured at fair value on a non-recurring basis.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Provision for income taxes

Effective tax rate

For the three months ended June 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 30.9 and $ 11.9 , respectively, and decreasing our effective tax rate by approximately 470 basis points and 200 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the six months ended June 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 60.6 and $ 29.0 , respectively, and decreasing our effective tax rate by approximately 460 basis points and 250 basis points, respectively.

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

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

tax filing position, had the effect of decreasing our effective tax rate by approximately 140 basis points.

For the three and six months ended June 30, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter of 2023, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 20 basis points and 10 basis points, respectively, while acquisition-related expenses had the effect of increasing our effective tax rate by approximately 10 basis points in both periods.

For the three months ended September 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 21.4 and $ 38.3 , respectively, and decreasing our effective tax rate by approximately 280 basis points and 600 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

For the nine months ended September 30, 2024 and 2023, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 82.0 and $ 67.3 , respectively, and decreasing our effective tax rate by approximately 390 basis points and 380 basis points, respectively.

Acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 20 basis points and 40 basis points for the three and nine months ended September 30, 2024, respectively, and approximately 20 basis points and 10 basis points for the three and nine months ended September 30, 2023, respectively.

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

tax filing position, had the effect of decreasing our effective tax rate by approximately 90 basis points, while for the nine months ended September 30, 2023, the gain associated with the bargain purchase acquisition that closed in the second quarter of 2023, as discussed in Note 11 herein, had the effect of decreasing our effective tax rate by approximately 10 basis points.

The United States federal government enacted the Tax Cuts and Jobs Act (“Tax Act”) in December 2017.

1 unchanged sentence

The Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2024, and will pay the balance of the Transition Tax, net of applicable tax credits and deductions, in 2025, as permitted under the Tax Act.

The current and long-term portions of the Transition Tax are recorded in Accrued income taxes and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023.

The Company operates in the U.S.

3 unchanged sentences

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

As of June 30, 2024, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 204.8 .

As of September 30, 2024, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 213.0 .

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including the progress of tax audits and the closing of statutes of limitations.

3 unchanged sentences

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

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

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

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

3 unchanged sentences

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

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

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

Stockholders’ equity attributable to Amphenol Corporation

4 unchanged sentences

Interests (1)

Balance as of March 31, 2024

Balance as of June 30, 2024

Other comprehensive income (loss)

7 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

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

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

Stockholders’ equity attributable to Amphenol Corporation

14 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2024

Balance as of September 30, 2024

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended June 30, 2023 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended September 30, 2023 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

4 unchanged sentences

Interests (1)

Balance as of March 31, 2023

Balance as of June 30, 2023

Other comprehensive income (loss)

Acquisitions resulting in noncontrolling interests

Distributions to shareholders of noncontrolling interests

4 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2023

Balance as of September 30, 2023

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the six months ended June 30, 2023 is as follows:

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the nine months ended September 30, 2023 is as follows:

Stockholders’ equity attributable to Amphenol Corporation

13 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2023

Balance as of September 30, 2023

(1) Excludes redeemable noncontrolling interests.

2 unchanged sentences

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

During the three months ended June 30, 2024, the Company repurchased 1.8 million shares of its Common Stock for $ 118.6 under the 2024 Stock Repurchase Program.

All of the repurchased shares under the 2024 Stock Repurchase Program during the three months ended June 30, 2024 have been retired by the Company.

From July 1, 2024 to July 23, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $ 39.9 , and, as of July 24, 2024, the Company has remaining authorization to purchase up to $ 1,841.6 of its Common Stock under the 2024 Stock Repurchase Program.

During the three and nine months ended September 30, 2024, the Company repurchased 2.7 million and 4.5 million shares of its Common Stock for $ 176.2 and $ 294.8 , respectively, under the 2024 Stock Repurchase Program.

Of the total repurchases made during the nine months ended September 30, 2024 under the 2024 Stock Repurchase Program, 1.8 million shares, or $ 118.6 , have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From October 1, 2024 to October 22, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $ 35.8 , and, as of October 23, 2024, the Company has remaining authorization to purchase up to $ 1,669.4 of its Common Stock under the 2024 Stock Repurchase Program.

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

On April 27, 2021, the Board authorized a stock repurchase program under which the Company could purchase up to $ 2,000.0 of its Common Stock during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”).

During the three and six months ended June 30, 2024, the Company repurchased 1.3 million and 4.1 million shares of its Common Stock for $ 71.8 and $ 225.6 , respectively, under the 2021 Stock Repurchase Program, which were the final repurchases under the 2021 Stock Repurchase Program.

All of the repurchased shares under the 2021 Stock Repurchase Program during the first six months of 2024 have been retired by the Company.

During the three and six months ended June 30, 2023, the Company repurchased 4.0 million and 8.2 million shares of its Common Stock for $ 153.6 and $ 320.5 , respectively, under the 2021 Stock Repurchase Program.

All of the repurchased shares during the first six months of 2023 were retired by the Company.

During the nine months ended September 30, 2024, the Company repurchased 4.1 million shares of its Common Stock for $ 225.6 under the 2021 Stock Repurchase Program, which were the final repurchases under the 2021 Stock Repurchase Program.

All of the repurchased shares under the 2021 Stock Repurchase Program during the first nine months of 2024 have been retired by the Company.

During the three and nine months ended September 30, 2023, the Company repurchased 3.5 million and 11.7 million shares of its Common Stock for $ 149.3 and $ 469.8 , respectively, under the 2021 Stock Repurchase Program.

Of the total repurchases made during the nine months ended September 30, 2023 under the 2021 Stock Repurchase Program, 8.2 million shares, or $ 320.5 , were retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

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

The following table summarizes the dividends declared and paid during the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30,

Six Months Ended June 30,

The following table summarizes the dividends declared and paid during the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,

Nine Months Ended September 30,

Dividends declared

2 unchanged sentences

Note 8—Stock-Based Compensation

For the three months ended June 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 26.6 and $ 23.8 , respectively.

In addition, for the three months ended June 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 33.7 and $ 14.2 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended June 30, 2024 and 2023 include excess tax benefits of $ 30.9 and $ 11.9 , respectively, from option exercises.

For the six months ended June 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 50.4 and $ 45.5 , respectively.

In addition, for the six months ended June 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 65.8 and $ 33.5 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the six months ended June 30, 2024 and 2023 include excess tax benefits of $ 60.6 and $ 29.0 , respectively, from option exercises.

For the three months ended September 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 29.5 and $ 26.9 , respectively.

In addition, for the three months ended September 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 24.5 and $ 41.0 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended September 30, 2024 and 2023 include excess tax benefits of $ 21.4 and $ 38.3 , respectively, from option exercises.

For the nine months ended September 30, 2024 and 2023, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 79.9 and $ 72.4 , respectively.

In addition, for the nine months ended September 30, 2024 and 2023, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 90.3 and $ 74.5 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the nine months ended September 30, 2024 and 2023 include excess tax benefits of $ 82.0 and $ 67.3 , respectively, from option exercises.

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

6 unchanged sentences

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

As of June 30, 2024, there were 55,119,737 shares of

Common Stock available for the granting of additional stock options under the 2017 Option Plan.

As of September 30, 2024, there were 55,250,968 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

Prior to the approval of the 2017 Employee Option Plan, the Company issued stock options under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, and its amendment (the “2009 Employee Option Plan”).

1 unchanged sentence

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

Stock option activity for the three and six months ended June 30, 2024 was as follows:

Stock option activity for the three and nine months ended September 30, 2024 was as follows:

Exercise Price

12 unchanged sentences

Options outstanding at June 30, 2024

Vested and non-vested options expected to vest at June 30, 2024

Exercisable options at June 30, 2024

A summary of the status of the Company’s non-vested options as of June 30, 2024 and changes during the three and six months then ended is as follows:

Options granted

Options exercised

( 4,235,151 )

Options forfeited

Options outstanding at September 30, 2024

Vested and non-vested options expected to vest at September 30, 2024

Exercisable options at September 30, 2024

A summary of the status of the Company’s non-vested options as of September 30, 2024 and changes during the three and nine months then ended is as follows:

Fair Value at

9 unchanged sentences

Non-vested options at June 30, 2024

During the three and six months ended June 30, 2024 and 2023, the following activity occurred under the Company’s option plans:

Options granted

Options vested

Options forfeited

Non-vested options at September 30, 2024

During the three and nine months ended September 30, 2024 and 2023, the following activity occurred under the Company’s option plans:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total intrinsic value of stock options exercised

Total fair value of stock options vested

As of June 30, 2024, the total compensation cost related to non-vested options not yet recognized was approximately $ 338.4 with a weighted average expected amortization period of 3.75 years.

As of September 30, 2024, the total compensation cost related to non-vested options not yet recognized was approximately $ 313.8 with a weighted average expected amortization period of 3.57 years.

The grant-date fair value of each option grant under the 2009 Employee Option Plan and the 2017 Option Plan is estimated using the Black-Scholes option pricing model.

9 unchanged sentences

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

As of June 30, 2024, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 478,160 .

As of September 30, 2024, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 478,160 .

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

Grants under the 2024 Directors Restricted Stock Plan entitle the holder to receive shares of the Company’s Common Stock without payment.

Restricted share activity for the three and six months ended June 30, 2024 was as follows:

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

Restricted share activity for the three and nine months ended September 30, 2024 was as follows:

Weighted Average

6 unchanged sentences

Restricted shares outstanding at June 30, 2024

As of June 30, 2024, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 1.3 (with a weighted average expected amortization period of 0.87 years).

Restricted shares granted

Restricted shares outstanding at September 30, 2024

As of September 30, 2024, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.9 (with a weighted average expected amortization period of 0.62 years).

Phantom Stock

On June 5, 2023, the Company granted 4,750 shares of phantom stock to each then-current non-employee director ( 38,000 shares in the aggregate).

On May 15, 2024, these previously granted shares of phantom stock vested in accordance with their terms, and, pursuant to written elections made by each non-employee director, converted into unrestricted shares of the Company’s Common Stock.

On June 5, 2023, the Company granted 4,750 shares of phantom stock to each then-current non-employee director ( 38,000 shares in the aggregate), all of which converted into unrestricted shares of the Company’s Common Stock on May 15, 2024.

The total compensation cost associated with these vested shares of phantom stock was $ 1.5 .

As of June 30, 2024, no additional shares of phantom stock are outstanding and the Company does no t expect to grant any additional shares of phantom stock.

As of September 30, 2024, no additional shares of phantom stock are outstanding and the Company does no t expect to grant any additional shares of phantom stock.

Note 9—Earnings Per Share

1 unchanged sentence

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

The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which

were used to calculate the earnings per share (basic and diluted) for the three and six months ended June 30, 2024 and 2023:

The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

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

5 unchanged sentences

Net income attributable to Amphenol Corporation per common share — Diluted

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 3.9 million and 20.1 million for the three months ended June 30, 2024 and 2023, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 2.3 million and 17.5 million for the six months ended June 30, 2024 and 2023, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 7.7 million and 16.1 million for the three months ended September 30, 2024 and 2023, respectively.

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 3.9 million and 16.2 million for the nine months ended September 30, 2024 and 2023, respectively.

Note 10—Benefit Plans and Other Postretirement Benefits

9 unchanged sentences

Plans and SERP, the “Plans”).

The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30,

Six Months Ended June 30,

The following is a summary, based on the most recent actuarial valuations of the Company’s net cost for pension benefits, of the Plans for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30,

Nine Months Ended September 30,

Interest cost

10 unchanged sentences

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

During both the six months ended June 30, 2024 and 2023, the Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 13.1 .

During the nine months ended September 30, 2024 and 2023, the Company provided matching contributions to the U.S.

defined contribution plans of approximately $ 18.7 and $ 18.4 , respectively.

Note 11—Acquisitions

2024 Acquisitions

During the three and six months ended June 30, 2024, the Company completed two acquisitions, including the acquisition of CIT (collectively, the “2024 Acquisitions”), for approximately $ 2,099.8 , net of cash acquired.

During the nine months ended September 30, 2024, the Company completed two acquisitions, including the acquisition of CIT (collectively, the “2024 Acquisitions”), for approximately $ 2,099.8 , net of cash acquired.

Both acquisitions have been included in the Harsh Environment Solutions segment.

2 unchanged sentences

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

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of June 30, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

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

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

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of September 30, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

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

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

Acquisition of Carlisle Interconnect Technologies (“CIT”)

6 unchanged sentences

CIT has been included in the Harsh Environment Solutions segment.

As of June 30, 2024, the CIT acquisition resulted in the recognition of $ 1,111.6 of goodwill and $ 540.1 of definite-lived intangible assets, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

As of September 30, 2024, the CIT acquisition resulted in the recognition of $ 1,122.1 of goodwill and $ 543.0 of definite-lived intangible assets, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

Of the acquired definite-lived intangible assets, approximately $ 488.0 and $ 55.0 were assigned to customer relationships and acquired backlog, respectively.

3 unchanged sentences

The Company expects that none of the goodwill recognized from the CIT acquisition will be deductible for tax purposes.

During the three and six months ended June 30, 2024, the Company incurred $ 70.0 ($ 59.9 after-tax) of acquisition-related expenses, comprised primarily of external transaction costs associated with the 2024 Acquisitions, as well as the amortization related to the value associated with acquired backlog and certain non-cash purchase accounting costs resulting from the CIT acquisition.

During the three and nine months ended September 30, 2024, the Company incurred $ 63.6 ($ 49.8 after-tax) and $ 133.6 ($ 109.7 after-tax), respectively, of acquisition-related expenses, comprised primarily of (i) the amortization related to the value associated with acquired backlog resulting from the CIT acquisition and external transaction costs associated with acquisitions (such acquisition-related expenses aggregating $ 45.4 and $ 115.4 , respectively, are presented separately in the Condensed Consolidated Statements of Income) and (ii) the amortization of acquisition-related inventory step-up costs in the third quarter of 2024 of $ 18.2 associated with the CIT acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

2023 Acquisitions

3 unchanged sentences

One of the 2023 Acquisitions, which closed in the second quarter of 2023, represented a bargain purchase, where the estimated fair value of assets acquired, net of liabilities assumed, exceeded the purchase price.

The Company recognized a non-cash gain of $ 5.4 on the bargain purchase acquisition during the three and six months ended June 30, 2023, which was recorded separately in the Company’s Condensed Consolidated Statements of Income.

As of June 30, 2024, the 2023 Acquisitions resulted in the recognition of $ 664.9 of goodwill and $ 153.2 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed.

The Company recognized a non-cash gain of $ 5.4 on the bargain purchase acquisition during the nine months ended September 30, 2023, which was recorded separately in the Company’s Condensed Consolidated Statements of Income.

As of September 30, 2024, the 2023 Acquisitions resulted in the recognition of $ 673.5 of goodwill and $ 153.2 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities and noncontrolling interests assumed.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows, with the acquired customer relationships and proprietary technology having useful lives ranging from 6 to 12 years and the acquired backlog having a useful life of approximately 0.25 years.

1 unchanged sentence

The Company expects that approximately $ 155 of the goodwill recognized from the 2023 Acquisitions will be deductible for tax purposes.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for two of the 2023 Acquisitions, and their final assessments of values did not differ materially from their previous preliminary assessments.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for six of the 2023 Acquisitions, and their final assessments of values did not differ materially from their previous preliminary assessments.

The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for each of the other 2023 Acquisitions.

Since the current purchase price allocations for such other acquisitions are based on preliminary assessments made by management as of June 30, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from our preliminary assessments.

Since the current purchase price allocations for such other acquisitions are based on preliminary assessments made by management as of September 30, 2024, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from our preliminary assessments.

The operating results of the 2023 Acquisitions were included in the Condensed Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2023 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

During the three months ended June 30, 2023, the Company incurred $ 4.0 ($ 3.8 after-tax) of acquisition-related expenses, comprised of external transaction costs related to acquisitions.

During the six months ended June 30, 2023, the Company incurred $ 9.4 ($ 7.8 after-tax) of acquisition-related expenses, comprised of the amortization related to the value associated with acquired backlog resulting from an acquisition that closed in the first quarter of 2023, as well as the external transaction costs incurred in the second quarter of 2023.

During the three months ended September 30, 2023, the Company incurred $ 9.0 ($ 8.4 after-tax) of acquisition-related expenses, comprised of external transaction costs related to acquisitions.

During the nine months ended September 30, 2023, the Company incurred $ 18.4 ($ 16.2 after-tax) of acquisition-related expenses, comprised of external transaction costs incurred in the second and third quarters of 2023, as well as the amortization related to the value associated with acquired backlog resulting from an acquisition that closed in the first quarter of 2023.

Such acquisition-related expenses are presented separately in the Condensed Consolidated Statements of Income.

Purchase Agreement to Acquire CommScope’s Mobile Networks-related Businesses

On July 18, 2024, the Company entered into a Purchase Agreement with CommScope Holding Company, Inc.

(“CommScope”) to acquire CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”), for an aggregate purchase price of approximately $ 2,100 in cash, subject to customary post-closing adjustments.

Subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions, the acquisition is now expected to be completed in the first quarter of 2025.

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

The Mobile Networks Business provides mobile networks solutions, with advanced technologies in the areas of base station antennas and related interconnect solutions, as well as distributed antenna systems.

The Mobile Networks Business’s wide range of products add advanced antenna and associated interconnect products, technologies and capabilities, which management believes are highly complementary to Amphenol’s existing product portfolio for next-generation wireless networks.

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

Note 12—Goodwill and Other Intangible Assets

4 unchanged sentences

Foreign currency translation

Goodwill at June 30, 2024

The increase in goodwill during the first six months of 2024 was primarily driven by goodwill recognized from the 2024 Acquisitions, in particular, the CIT acquisition, which was partially offset by foreign currency translation.

Other than goodwill noted above, the Company’s intangible assets as of June 30, 2024 and December 31, 2023 were as follows:

June 30, 2024

Goodwill at September 30, 2024

The increase in goodwill during the first nine months of 2024 was primarily driven by goodwill recognized from the 2024 Acquisitions, in particular, the CIT acquisition.

The Company performs its evaluation for the impairment of goodwill associated with the Company’s reporting units on an annual basis as of each July 1, or more frequently if an event occurs or circumstances change that would indicate that a reporting unit’s carrying amount may be impaired.

The Company reviews its reporting unit structure each year, or more frequently based on changes in our organization.

The Company continues to define our reporting units as the three reportable business segments.

In the third quarter of 2024, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

As part of this assessment, the Company reviews qualitative factors, which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of each reporting unit.

In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of each of its reporting units is greater than its respective carrying amount.

As of July 1, 2024, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required.

As a result, no goodwill impairment resulted from the assessment as of July 1, 2024.

The Company has no t recognized any goodwill impairment in 2024 or 2023 in connection with its annual impairment assessments.

Other than goodwill noted above, the Company’s intangible assets as of September 30, 2024 and December 31, 2023 were as follows:

September 30, 2024

December 31, 2023

4 unchanged sentences

Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in the first six months of 2024 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023.

Amortization expense for the three months ended June 30, 2024 and 2023 was approximately $ 40.4 and $ 18.1 , respectively.

Amortization expense for the six months ended June 30, 2024 and 2023 was approximately $ 60.8 and $ 41.2 , respectively.

Amortization expense for the three and six months ended June 30, 2024 includes $ 16.6 related to the amortization of acquired backlog resulting from the CIT acquisition.

Amortization expense for the six months ended June 30, 2023 included $ 5.4 related to the amortization of acquired backlog resulting from an acquisition that closed in the first quarter of 2023.

As of June 30, 2024, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2024 is approximately $ 92.5 (which includes the currently expected remaining amortization of acquired backlog resulting from the CIT acquisition) and for each of the next five fiscal years is approximately $ 103.0 in 2025, $ 101.4 in 2026, $ 94.7 in 2027, $ 87.3 in 2028 and $ 76.7 in 2029.

The increase in the gross carrying amount of intangible assets in the first nine months of 2024 was primarily driven by certain customer relationships and acquired backlog recognized as a result of the acquisition accounting associated with the 2024 Acquisitions, in particular, the CIT acquisition, partially offset by measurement period adjustments related to certain intangible assets associated with acquisitions that closed late in 2023.

Amortization expense for the three months ended September 30, 2024 and 2023 was approximately $ 66.2 and $ 18.1 , respectively.

Amortization expense for the nine months ended September 30, 2024 and 2023 was approximately $ 126.9 and $ 59.4 , respectively.

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

Amortization expense for the nine months ended September 30, 2023 included $ 5.4 related to the amortization of acquired backlog resulting from an acquisition that closed in the first quarter of 2023.

As of September 30, 2024, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2024 is approximately $ 27.6 and for each of the next five fiscal years is approximately $ 103.3 in 2025, $ 101.7 in 2026, $ 95.0 in 2027, $ 87.6 in 2028 and $ 76.9 in 2029.

The Company assesses and reviews its identifiable intangible assets, subject to amortization, for potential impairment whenever events or changes in circumstances indicate the intangible asset’s carrying amount may not be recoverable.

Any indefinite-lived intangible assets that are not subject to amortization, which are comprised of certain trade names, are reviewed at least annually for impairment.

In the third quarter of 2024, the Company performed its annual assessment of these identifiable indefinite-lived intangible assets.

Based on its assessment, the Company determined that it was more likely than not that the fair value of the indefinite-lived intangible assets exceeded their respective carrying amounts.

There has been no impairment associated with the Company’s intangible assets in 2024 or 2023 as a result of such reviews.

Note 13—Reportable Business Segments

7 unchanged sentences

The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the Notes to Consolidated Financial Statements in the 2023 Annual Report.

The Company evaluates the performance of the segments and allocates resources to each of them based on, among other things, profit or loss from operations before certain corporate and other related items such as interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.

The Company also incurs general corporate expenses and costs which are not allocated to the reportable business segments but have been included in “Corporate / Other” in the following tables for reconciliation purposes.

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

Net sales by segment for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30,

Net sales by segment for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30,

Harsh Environment Solutions

2 unchanged sentences

Consolidated Net sales

Six Months Ended June 30,

Nine Months Ended September 30,

Harsh Environment Solutions

2 unchanged sentences

Consolidated Net sales

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Segment operating income:

5 unchanged sentences

Stock-based compensation expense

Amortization of acquisition-related inventory step-up costs

Acquisition-related expenses

4 unchanged sentences

Income before income taxes

Depreciation and amortization expense by segment for the three and six months ended June 30, 2024 and 2023 is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Depreciation and amortization expense by segment for the three and nine months ended September 30, 2024 and 2023 is as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Harsh Environment Solutions

2 unchanged sentences

Corporate / Other (1)

For the three and six months ended June 30, 2024, depreciation and amortization expense for the Harsh Environment Solutions segment includes $ 16.6 related to the amortization of acquired backlog resulting from the CIT acquisition, while for the six months ended June 30, 2023, depreciation and amortization expense for the Harsh Environment Solutions segment included $ 5.4 related to the amortization of acquired backlog resulting from an acquisition that closed in the first quarter of 2023.

(1) Amortization of acquired backlog associated with acquisitions is now reported under “Corporate / Other” in the table above.

For the three and nine months ended September 30, 2024, depreciation and amortization expense in Corporate / Other includes $ 38.4 and $ 55.0 , respectively, related to the amortization of acquired backlog resulting from the CIT acquisition.

Amortization of acquired backlog is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income.

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

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

Note 14—Revenue Recognition

1 unchanged sentence

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

For the three and six months ended June 30, 2024 and 2023, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

Since we typically invoice our customers at the same time that we satisfy our performance obligations, contract assets and contract liabilities related to our contracts with customers recorded in the Condensed Consolidated Balance Sheets were not material as of June 30, 2024 and December 31, 2023.

These amounts are recorded in the accompanying

Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of June 30, 2024 and December 31, 2023.

For the three and nine months ended September 30, 2024 and 2023, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

These amounts are recorded in the accompanying Condensed Consolidated Balance Sheets within Prepaid expenses and other current assets or Other accrued expenses as of September 30, 2024 and December 31, 2023.

The Company receives customer orders negotiated with multiple delivery dates that may extend across more than one reporting period until the contract is fulfilled, the end of the order period is reached, or a pre-determined maximum order value has been reached.

1 unchanged sentence

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

Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of June 30, 2024.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2024 and December 31, 2023, and related warranty expense for the three and six months ended June 30, 2024 and 2023, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

While the Company typically offers standard product warranty coverage that provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of September 30, 2024 and December 31, 2023, and related warranty expense for the three and nine months ended September 30, 2024 and 2023, have not been and were not material in the accompanying Condensed Consolidated Financial Statements.

Disaggregation of Net Sales

The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2024 and 2023:

Communications

3 unchanged sentences

Business Segments

Three Months Ended June 30,

Three Months Ended September 30,

Net sales by:

9 unchanged sentences

Business Segments

Six Months Ended June 30,

Nine Months Ended September 30,

Net sales by:

13 unchanged sentences

The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Note 16—Subsequent Events

On July 18, 2024, the Company entered into a Purchase Agreement by and between the Company and CommScope Holding Company, Inc.

(“CommScope”), to acquire CommScope’s mobile networks-related businesses, specifically the Outdoor Wireless Networks segment and the Distributed Antenna Systems business (collectively, the “Mobile Networks Business”), for an aggregate purchase price of approximately $ 2,100 in cash, subject to customary post-closing adjustments.

The acquisition is expected to be completed in the first half of 2025, subject to the receipt of certain regulatory approvals and satisfaction of other customary closing conditions.

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

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

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

What changed 10-Q

Item 1. Financial Statements