What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-07 compared with 2024-02-07 · 304 added, 339 removed, 1016 unchanged (39% of the section changed)

37 unchanged sentences

The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

Management judgment is required to identify and evaluate each uncertain tax position to determine whether the more likely than not recognition thresholds have been met.

Further, the evaluation of each uncertain tax position requires management to apply specialized skill and knowledge related to the identified position.

Management judgment is required to identify and evaluate each unrecognized tax benefit to determine whether the more likely than not recognition threshold has been met.

Further, the evaluation of each unrecognized tax benefit requires management to apply specialized skill and knowledge related to the identified position.

The Company has unrecognized tax benefits of $214.5 million, including penalties and interest, as of December 31, 2024.

We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which has differing and complex tax laws and regulations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s identification of uncertain tax positions, the estimates of the amounts to be realized and whether it is more likely than not that the tax position will be sustained.

We identified the liabilities for uncertain tax positions as a critical audit matter because of the complexity created by the multiple jurisdictions in which the Company files its tax returns, each of which may have differing and complex tax laws and regulations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, when performing audit procedures to evaluate management’s recognition and measurement of identified unrecognized tax benefits, and whether it is more likely than not that the tax position will be sustained.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to uncertain tax positions included the following, among others:

● We tested the effectiveness of controls over the uncertain tax positions for income taxes, including management’s controls over the identification and recording of uncertain tax positions as well as the determination of whether it is more likely than not that the tax position will be sustained.

● With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding uncertain tax positions including:

o Assessing the reasonableness of the methods and assumptions used by management to identify uncertain tax positions including but not limited to:

● We tested the effectiveness of controls over the unrecognized tax benefits for income taxes, including management’s controls over the identification of uncertain tax positions, determination of whether it is more likely than not that the tax positions will be sustained, and recording of unrecognized tax benefits.

● With the assistance of our income tax specialists, we evaluated management’s significant judgements regarding unrecognized tax benefits including:

o Assessing the reasonableness of the methods and processes used by management to identify uncertain tax positions including but not limited to:

◾ Evaluating former and ongoing tax audits by tax authorities

◾ Evaluating transactions for which third-party tax advice or tax opinions were received

◾ Determining if there’s any additional information available to us that was not identified and considered in management’s assessment.

o Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the uncertain tax liability.

o Evaluating management’s conclusion with respect to whether uncertain tax positions accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.

o Evaluating tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present such that a previously unrecognized uncertain tax position is recognized.

◾ Reviewing other available relevant information

o Assessing the technical merits of a sample of positions identified and the reasonableness of the methodology used to determine the unrecognized tax benefit.

o Evaluating management’s conclusion with respect to whether a sample of unrecognized tax benefits accounted for in prior periods have been effectively settled and/or whether the statute of limitations has expired and, if so, whether the resolution of the tax position has been appropriately accounted for in the financial statements.

o Evaluating a sample of tax positions that have not yet settled or are within statute to determine whether any new information regarding the sustainability of these tax positions or measurement of tax benefit is present and has been appropriately accounted for in the financial statements.

/s/ Deloitte & Touche LLP

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Other income (expense), net

Income from continuing operations before income taxes

Income before income taxes

Provision for income taxes

Net income from continuing operations

Net income from continuing operations attributable to noncontrolling interests

Net income from continuing operations attributable to Amphenol Corporation

Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($ 3.2 ) for 2021

Net income attributable to noncontrolling interests

Net income attributable to Amphenol Corporation

Net income per common share attributable to Amphenol Corporation — Basic :

Continuing operations

Discontinued operations, net of income taxes

Net income attributable to Amphenol Corporation — Basic

Net income attributable to Amphenol Corporation per common share — Basic

Weighted average common shares outstanding — Basic

Net income per common share attributable to Amphenol Corporation — Diluted :

Continuing operations

Discontinued operations, net of income taxes

Net income attributable to Amphenol Corporation — Diluted

Net income attributable to Amphenol Corporation per common share — Diluted

Weighted average common shares outstanding — Diluted

Dividends declared per common share

Per share amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

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Year Ended December 31,

Net income from continuing operations

Income from discontinued operations attributable to Amphenol Corporation, net of income taxes

Net income before allocation to noncontrolling interests

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

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

Foreign currency translation adjustments

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Pension and postretirement benefit plan adjustment

Total other comprehensive income (loss), net of tax

Total other comprehensive (loss) income, net of tax

Total comprehensive income

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Other comprehensive income (loss)

Acquisitions resulting in noncontrolling interests

Purchase of noncontrolling interest

Purchase of noncontrolling interests

Distributions to shareholders of noncontrolling interests

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Other comprehensive income (loss)

Purchase of noncontrolling interest

Acquisitions resulting in noncontrolling interests

Distributions to shareholders of noncontrolling interests

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Other comprehensive income (loss)

Acquisitions resulting in noncontrolling interests

Capital contributions from noncontrolling interests

Purchase of noncontrolling interests

Distributions to shareholders of noncontrolling interests

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Cash from operating activities:

Net income from continuing operations

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

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Other long-term assets and liabilities

Net cash provided by operating activities from continuing operations

Net cash provided by operating activities from discontinued operations

Net cash provided by operating activities

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Acquisitions, net of cash acquired

Net cash used in investing activities from continuing operations

Net cash provided by investing activities from discontinued operations

Net cash used in investing activities

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Dividend payments

Transfers to discontinued operations

Net cash used in financing activities from continuing operations

Net cash used in financing activities from discontinued operations

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents balance, beginning of year

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Note 1—Summary of Significant Accounting Policies

Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our,” or “us”) 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 and high-speed specialty cable.

Amphenol Corporation (together with its subsidiaries, “Amphenol,” the “Company,” “we,” “our” or “us”) 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.

The Company sells its products to customers worldwide.

The Company aligns its businesses into the following three reportable business segments:

● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, printed circuits and printed circuit assemblies and other products for use in the industrial, defense, commercial aerospace, automotive, mobile networks and information technology and data communications end markets.

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

● 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.

● 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.

● 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.

The Company began reporting under these reportable segments in connection with its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and for each quarterly and annual period thereafter.

All segment information throughout the Consolidated Financial Statements and Notes to Consolidated Financial Statements is presented in accordance with the three reportable business segments.

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Intercompany account balances and transactions have been eliminated in consolidation.

The results of companies acquired are included in the Consolidated Financial Statements from the

effective date of acquisition.

Similarly, the results of companies divested are included in the Consolidated Financial Statements during the period of Amphenol’s ownership through the date of the divestiture.

The results of companies acquired are included in the Consolidated Financial Statements from the effective date of acquisition.

The Company’s results of operations for each of the three years ended December 31, 2024

may not necessarily be indicative of its future operating results.

The accompanying Financial Statements and Notes herein reflect all adjustments, including normal recurring adjustments considered necessary for a fair presentation of the results, in conformity with U.S.

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”).

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.

The additional shares were distributed on June 11, 2024, and the Common Stock began trading on a split-adjusted basis on June 12, 2024.

The shares of Common Stock retain a par value of $ 0.001 per share.

As a result of the stock split, stockholders received one additional share of Common Stock for each share held as of the record date.

There was no change in the number of authorized shares of common stock of the Company as a result of the stock split.

All current and prior year data impacted by the stock split and presented in the accompanying Consolidated Financial Statements and notes thereto, including, but not limited to, number of shares and per share information, stock-based compensation data, including stock options and restricted shares and related per share data, basic and diluted earnings per share, 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.

The impact to the Consolidated Balance Sheets and Consolidated Statements of Changes in Equity herein was an increase of $ 0.6 to Common stock, with an offsetting decrease in Additional paid-in capital, which has been retroactively adjusted for all periods presented.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and liquid investments with an original maturity of three months or less.

The carrying amounts approximate fair values of those instruments, the majority of which are in non-U.S.

The carrying amounts approximate fair values of those instruments, the majority of which are typically in non-U.S.

bank accounts.

However, as of December 31, 2024, more than half of the Company’s cash and cash equivalents on hand was located in the United States, primarily as a result of the proceeds from the issuance of the October Senior Notes, as discussed in more detail in Note 4 herein.

Short-term and Long-term Investments

Short-term investments primarily consist of certificates of deposit with original or remaining maturities of twelve months or less.

Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than twelve months.

Short-term investments primarily consist of certificates of deposit with original or remaining maturities of 12 months or less.

Long-term investments primarily consist of certificates of deposit with original and remaining maturities of more than 12 months.

The carrying amounts of these short-term and long-term investments approximate their respective fair values, the vast majority of which are in non-U.S.

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Property, plant and equipment are carried at cost less accumulated depreciation.

Depreciation is recorded on a straight-line basis over the respective asset lives determined on a composite basis by asset group or on a specific item basis using the estimated useful lives of such assets, which generally range from 3 to 12 years for machinery and equipment and office equipment and 20 to 40 years for buildings.

equipment and office equipment and 20 to 40 years for buildings.

Leasehold building improvements are amortized over the shorter of the remaining lease term or estimated useful life of such improvements.

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The remaining leases primarily consist of machinery and equipment used in production, office equipment and vehicles, each with various lease terms.

The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real

estate leases including lease payments tied to a rate or index which may be subject to variability.

The vast majority of our leases are comprised of fixed lease payments, with a small percentage of the Company’s real estate leases including lease payments tied to a rate or index which may be subject to variability.

Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components).

12 unchanged sentences

Goodwill represents the excess purchase cost over the fair value of net assets acquired in business combinations.

As a result of the change in the reporting segment structure that went in effect on January 1, 2022, the Company utilized the relative fair value allocation approach to reallocate the historical goodwill associated with the previous Interconnect Products and Assemblies segment, while the historical goodwill associated with the previous Cable Products and Solutions segment was allocated in full to the Communications Solutions segment.

The Company concluded that there were no events or changes in circumstances, immediately prior to the reporting unit change, that would indicate that either of the Company’s legacy reporting unit’s carrying amount may be impaired.

Therefore, no goodwill impairment assessment was deemed necessary related to the legacy reporting units prior to the change.

The Company continues to perform 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 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 its reporting units as the three reportable business segments.

Prior to the segment structure change and through December 31, 2021, the Company then defined its reporting units as the two reportable business segments “Interconnect Products and Assemblies” and “Cable Products and Solutions”.

In 2023 and 2022, the annual goodwill impairment assessment was performed on the Company’s three reporting units, while in 2021, the Company performed its annual assessment on the historic two reporting units that were then in effect.

In the third quarter of 2023 and 2022, as part of its 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.

Annually, the Company performs its goodwill impairment assessment on its three reporting units.

In the third quarter of 2024 and 2023, as part of our annual evaluations, the Company utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

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

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

As of July 1, 2023 and 2022, 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 of July 1, 2024 and 2023, the Company determined that it was more likely than not that the fair value of each of its reporting units exceeded its respective carrying amount and, therefore, a quantitative assessment was not required.

As a result, no goodwill impairment resulted from the assessments as of July 1, 2024 and 2023.

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The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

Discontinued Operations and Held for Sale Accounting

The Company reports a component of an entity or group of components of an entity as a discontinued operation and held for sale upon acquisition, if the Company has (i) executed a plan to sell the business as of the acquisition date or (ii) has begun to formulate a plan to sell the business and either currently meets or expects to meet the held for sale criteria within three months.

An entity meets the held for sale criteria when (a) management, having the authority to approve the action, commits to a plan to sell the discontinued operation, the plan of which is unlikely to have any significant changes or to be withdrawn, (b) the completed sale is probable within one year, and (c) an active program to locate a buyer has been initiated with the operation actively marketed for sale at a price that is reasonable in relation to its current fair value and for immediate sale in its present condition.

The assets acquired and liabilities assumed from an entity that qualifies for held for sale accounting are measured and recorded at fair value less costs to sell, and are recorded as current assets held for sale and current liabilities held for sale when the planned sale is expected to close within one year.

The Company separately accounts for the operating results and related cash flows associated with discontinued operations until such operations are divested;

such discontinued operations are reported separately from the operating results and related cash flows associated with continuing operations in the accompanying Consolidated Financial Statements.

For further information related to the Company’s discontinued operations, refer to Note 11 herein.

Revenue Recognition

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The vast majority of our sales are recognized when products are shipped from our facilities or delivered to our customers, depending on the respective contractual terms.

A nominal portion of our contracts have revenue recognized over time as

control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date.

A nominal portion of our contracts have revenue recognized over time as control of the goods transfers, rather than when the goods are delivered, and title, risk and reward of ownership are passed to the customer, since they have no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, from the customer for performance completed to date.

Refer to Note 13 herein for further discussion regarding the Company’s disaggregation of net sales.

The Company’s primary source of revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer.

Revenues are derived from contracts with customers, which in most cases are customer purchase orders that may be governed by master sales agreements.

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Foreign Currency Translation

The financial position and results of operations of the Company’s foreign subsidiaries are measured using local currency as the functional currency.

The financial position and results of operations of the Company’s foreign subsidiaries are measured, in most cases, using local currency as the functional currency.

Assets and liabilities of such subsidiaries have been translated into U.S.

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Costs incurred in connection with the development of new products and applications are expensed as incurred.

Research and development expenses for the creation of new and improved products and processes were $ 342.2 , $ 323.6 , and $ 317.7 , for the years 2023, 2022 and 2021, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Research and development expenses for the creation of new and improved products and processes were $ 453.0 , $ 342.2 , and $ 323.6 for the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Environmental Obligations

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Basic earnings per common share is computed by dividing net income attributable to Amphenol Corporation by the weighted average number of common shares outstanding.

Diluted earnings per common share 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.

Diluted earnings per common share 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.

Diluted earnings per common share assumes the exercise of outstanding dilutive stock options using the treasury stock method.

Refer to Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, used in the calculation of earnings per share (basic and diluted) from continuing operations, discontinued operations and for total Amphenol Corporation.

Treasury Stock

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Noncontrolling Interests

The Company presents noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders , to the extent that such noncontrolling interests do not have redemption features that are not solely within the control of the Company, as discussed below.

Net income from continuing operations attributable to noncontrolling interests is classified below net income from continuing operations.

The Company presents equity attributable to noncontrolling interests in consolidated entities as its own caption within equity, separate from the Company’s equity attributable to Amphenol Corporation stockholders , to the extent that such noncontrolling interests do not have redemption features that would otherwise result in such noncontrolling interests being considered redeemable, as discussed below.

Net income attributable to noncontrolling interests is classified below net income.

Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company.

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Any measurement adjustments, if applicable, to the redeemable noncontrolling interest are recognized in Additional paid-in capital in the Consolidated Balance Sheets.

Net income attributable to redeemable noncontrolling interests is classified below net income.

Earnings per share is determined after the impact of the redeemable noncontrolling interests’ share in net income of the Company.

Refer to Note 5 herein for further details related to the redeemable noncontrolling interests.

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As a result, from time to time, the Company enters into foreign exchange forward contracts to hedge the net investments in certain foreign subsidiaries from which we expect to repatriate earnings to the United States.

As of December 31, 2023, there were no outstanding net investment hedge contracts.

As of December 31, 2023 and 2022, the aggregate notional value of our outstanding net investment hedge contracts was nil and $ 75 , respectively.

As of December 31, 2024 and 2023, there were no outstanding net investment hedge contracts, and, as such, the aggregate notional value of our outstanding net investment hedge contracts was nil .

For such instruments that are designated and qualify as a net investment hedge, the effective portion of the hedging instrument’s gain or loss is reported as a component of other comprehensive income (loss) and recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.

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Cash flows associated with net investment hedges are classified and reported within investing activities in the Consolidated Statements of Cash Flow.

Cash flows associated with our net investment hedges were not material for the years ended December 31, 2023, 2022 and 2021.

Cash flows associated with net investment hedges were not material for the years ended December 31, 2024, 2023 and 2022.

Non-Designated Derivatives

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Recent Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which amends ASC 805 by requiring acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination.

The intent of ASU 2021-08 is to address diversity in practice and improve comparability for both the recognition and measurement of acquired revenue contracts by providing (i) guidance on how to determine whether a contract liability is recognized by the acquirer in a business combination and (ii) specific guidance on how to recognize and measure contract assets and contract liabilities from revenue contracts in a business combination.

ASU 2021-08 and its amendments were effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, and the amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

The Company adopted ASU 2021-08 on January 1, 2023.

ASU 2021-08 did not have a material impact on our acquisitions during 2023, and its impact on our financial condition, results of operations or cash flows going forward will be dependent upon the nature of any future business combinations.

In September 2022, the FASB issued ASU No.

2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”), which amends ASC 405 by requiring

entities to provide more detailed disclosures regarding supplier finance programs used in connection with the purchase of goods and services.

The intent of ASU 2022-04 is to enhance transparency of these programs by requiring entities to disclose (i) the key terms of the program(s), including the payment terms and assets pledged as security or other forms of guarantees, (ii) the amount of obligations outstanding at the end of the reporting period and a description of where those obligations are presented on the balance sheet, and (iii) annual rollforward information of the activity of such obligations during the reporting period.

ASU 2022-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with the exception of the disclosure of rollforward information, which will be effective for fiscal years beginning after December 15, 2023.

Disclosure requirements under ASU 2022-04 must be applied retrospectively covering each period for which a balance sheet is presented, with the exception of the rollforward information which shall be applied prospectively.

The Company completed its evaluation of ASU 2022-04, which did not have a material impact on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

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ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements and disclosures.

As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 13 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No.

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The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay.

Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects.

ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.

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

The Company continues to evaluate ASU 2023-09 and its disclosure requirements, and will adopt this standard in our upcoming Annual Report on Form 10-K for the year ended December 31, 2025.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

The intent of ASU 2024-03 is to improve financial statement disclosures regarding information about certain costs and expenses.

Specifically, ASU 2024-03 requires the disaggregation of significant expenses within the income statement expense line items, including, but not limited to, purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses, among others, as well as a qualitative description of the remaining amounts not separately disaggregated quantitatively.

ASU 2024-03 is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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

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

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Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 390.6 , $ 313.7 and $ 306.1 , respectively.

Note 4—Long-Term Debt

Long-term debt consists of the following:

The Company’s debt consists of the following:

December 31, 2024

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Revolving Credit Facility

November 2026

Commercial Paper Program (less unamortized discount of nil and $ 1.0 at December 31, 2023 and 2022, respectively)

November 2026

Commercial Paper Program (less unamortized discount of nil at December 31, 2024 and 2023)

Euro Commercial Paper Program

November 2026

Term Loan Credit Facility

3.20 % Senior Notes (less unamortized discount of nil at December 31, 2023)

2.050 % Senior Notes (less unamortized discount of nil and $ 0.2 at December 31, 2024 and 2023, respectively)

4.750 % Senior Notes (less unamortized discount of $ 0.5 and $ 0.9 at December 31, 2024 and 2023, respectively)

4.750 % Senior Notes (less unamortized discount of $ 0.9 at December 31, 2023)

0.750 % Euro Senior Notes (less unamortized discount of $ 0.5 and $ 0.9 at December 31, 2024 and 2023, respectively)

5.050 % Senior Notes (plus unamortized premium of $ 2.2 at December 31, 2024)

2.000 % Euro Senior Notes (less unamortized discount of $ 1.1 and $ 1.3 at December 31, 2024 and 2023, respectively)

5.050 % Senior Notes (less unamortized discount of $ 0.4 at December 31, 2024)

4.350 % Senior Notes (less unamortized discount of $ 0.2 and $ 0.2 at December 31, 2024 and 2023, respectively)

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September 2031

5.250 % Senior Notes (less unamortized discount of $ 0.6 at December 31, 2024)

5.000 % Senior Notes (less unamortized discount of $ 3.7 at December 31, 2024)

5.375 % Senior Notes (less unamortized discount of $ 7.8 at December 31, 2024)

November 2054

unamortized deferred debt issuance costs

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Revolving Credit Facility

The Company has an amended and restated $ 2,500.0 unsecured revolving credit facility (the “Revolving Credit Facility”).

The Revolving Credit Facility matures in November 2026 and gives the Company the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates in the case of U.S.

dollar borrowings are either the base rate or the adjusted term Secured

Overnight Financing Rate (“SOFR”).

On March 21, 2024, the Company entered into a third amended and restated credit agreement, which amended and restated its $ 2,500.0 unsecured revolving credit facility, increasing the lenders’ aggregate unsecured revolving commitments under the facility by $ 500.0 to $ 3,000.0 (the “Revolving Credit Facility”).

The Revolving Credit Facility matures in March 2029 and gives the Company and certain of its subsidiaries the ability to borrow, in various currencies, at a spread that varies, based on the Company’s debt rating, over certain currency-specific benchmark rates, which benchmark rates, in the case of U.S.

dollar borrowings, are either the base rate or the adjusted term Secured Overnight

Financing Rate (“SOFR”).

The Revolving Credit Facility was undrawn on the date it was amended and restated.

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

As of December 31, 2023 and 2022, there were no outstanding borrowings under the Revolving Credit Facility.

As of December 31, 2024 and 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).

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Term Loan Credit Facility

On April 19, 2022, the Company entered into a two-year , $ 750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”), which is scheduled to mature on April 19, 2024 .

The Term Loan was undrawn at closing and may be drawn on up to five occasions over the life of the facility.

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

If drawn upon, the proceeds from the Term Loan are expected to be used for general corporate purposes.

Interest rates under the Term Loan are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating.

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

As of December 31, 2023, the Company had not yet drawn upon the Term Loan, and as such, there were no outstanding borrowings under the Term Loan.

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

On April 19, 2022, the Company entered into a two-year , $ 750.0 unsecured delayed draw term loan credit agreement (the “Term Loan”).

The Term Loan matured on April 19, 2024 without the Company drawing upon it throughout its term.

Commercial Paper Programs

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The USCP Notes are sold under customary terms in the commercial paper market and may be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis.

The maximum aggregate principal amount outstanding of USCP Notes at any time is $ 2,500.0 .

On March 21, 2024, in conjunction with the increase in the capacity of the Revolving Credit Facility, the Company increased the borrowings available under its U.S.

Commercial Paper Program by $ 500.0 .

As of December 31, 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.

Commercial Paper Program for general corporate purposes, which, in recent years, have included fully or partially funding acquisitions as discussed in Note 11 herein, as well as repaying certain outstanding senior notes as was the case in 2021 with (i) the third quarter 2021 redemption of its unsecured 3.125 % Senior Notes (the “2021 Senior Notes”), of which $ 227.7 aggregate principal amount was then outstanding, and (ii) the fourth quarter 2021 redemption of its unsecured 4.00 % Senior Notes (the “2022 Senior Notes”), of which $ 295.0 aggregate principal amount was then outstanding.

As of December 31, 2022, the amount of USCP Notes outstanding was $ 632.8 , with a weighted average interest rate of 4.69 % .

In the first quarter of 2023, the Company used net proceeds from the 2026 Senior Notes (as defined below) to repay certain outstanding borrowings under the U.S.

Commercial Paper Program.

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

The Company borrowed under the U.S.

Commercial Paper Program throughout much of 2023, the proceeds of which were used for general corporate purposes.

During the fourth quarter of 2023, the Company repaid all of its USCP Notes then outstanding, and, as of December 31, 2023, there were no USCP Notes outstanding.

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 Carlisle Interconnect Technologies (“CIT”) in May 2024, as discussed further in Note 11 herein.

Before the end of the fourth quarter of 2024 and 2023, the Company repaid all of its USCP Notes then outstanding.

As of December 31, 2024 and 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.

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The maximum aggregate principal amount outstanding of ECP Notes at any time is $ 2,000.0 .

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

In the first quarter of 2023, the Company used borrowings under its Euro Commercial Paper Program, along with cash on hand, to fund an acquisition.

These borrowings under the Euro Commercial Paper Program were repaid in their entirety by the end of the first quarter of 2023.

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.

These borrowings were repaid in their entirety by the end of the first quarter of 2023.

The Company did no t borrow under the Euro Commercial Paper Program during 2024.

As of December 31, 2024 and 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 December 31, 2023, the authorization from the Company’s Board of Directors (the “Board”) limits the maximum principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 2,500.0 in the aggregate.

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

In conjunction with the Revolving Credit Facility, as of December 31, 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 .

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.

Net proceeds of the issuances of Commercial Paper are expected to be used for general corporate purposes.

Any outstanding Commercial Paper is classified as long-term debt in the accompanying Consolidated Balance Sheets since the Company has the intent and ability to refinance the Commercial Paper on a long-term basis using the Company’s Revolving Credit Facility.

The carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

On March 30, 2023, the Company issued $ 350.0 principal amount of unsecured 4.750 % Senior Notes due March 30, 2026 at 99.658 % of face value (the “2026 Senior Notes”).

The 2026 Senior Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness.

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

carrying value of Commercial Paper approximates its fair value, primarily due to its market interest rates, and is classified as Level 2 in the fair value hierarchy (Note 5).

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.

On April 5, 2024, the Company issued three series of unsecured senior notes (collectively, the “April Senior Notes”):

(i) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 at 99.887 % of face value (the “Original 2027 Senior Notes”), (ii) $ 450.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2029 at 99.900 % of face value (the “2029 Senior Notes”) and (iii) $ 600.0 aggregate principal amount of unsecured 5.250 % Senior Notes due April 5, 2034 at 99.900 % of face value (the “2034 Senior Notes”).

The April 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 April Senior Notes is payable semiannually on April 5 and October 5 of each year, which commenced on October 5, 2024.

Prior to March 5, 2027, the Company may redeem, from time to time, some or all of the Original 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.

Prior to March 5, 2029, the Company may redeem, from time to time, some or all of the 2029 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.

Prior to January 5, 2034, the Company may redeem, from time to time, some or all of the 2034 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.

On or after such dates, the Company may redeem, from time to time, some or all of the respective series of the April 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.

The Company used net proceeds from the April Senior Notes, together with a combination of cash on hand and borrowings under the U.S.

Commercial Paper Program, to fund the cash consideration for the CIT acquisition in May 2024, along with the fees and expenses related thereto.

During the year ended December 31, 2024, the Company incurred $ 11.7 of debt financing costs associated with the issuance of the April Senior Notes.

On October 31, 2024, the Company issued three series of unsecured senior notes (collectively, the “October Senior Notes”):

(i) $ 250.0 aggregate principal amount of unsecured 5.050 % Senior Notes due April 5, 2027 at 101.107 % of face value (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 at 99.502 % of face value (the “2035 Senior Notes”) and (iii) $ 500.0 aggregate principal amount of unsecured 5.375 % Senior Notes due November 15, 2054 at 98.429 % of face value (the “2054 Senior Notes”).

The October 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.

Consistent with the Original 2027 Senior Notes, interest on the Additional 2027 Senior Notes is payable semiannually on April 5 and October 5 of each year, commencing on April 5, 2025, commensurate with the timing of the remaining interest payments of the Original 2027 Senior Notes.

Interest on the 2035 Senior Notes is payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2025.

Interest on the 2054 Senior Notes is payable semiannually on May 15 and November 15 of each year, commencing on May 15, 2025.

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.

Prior to October 15, 2034, the Company may redeem, from time to time, some or all of the 2035 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.

Prior to May 15, 2054, the Company may redeem, from time to time, some or all of the 2054 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.

On or after such dates, the Company may redeem, from time to time, some or all of the respective series of the October 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.

On January 31, 2025, the Company used the

net proceeds from the October Senior Notes, together with borrowings under the U.S.

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.

During the year ended December 31, 2024, the Company incurred $ 13.7 of debt financing costs associated with the issuance of the October Senior Notes.

On March 30, 2023, the Company issued $ 350.0 aggregate principal amount of unsecured 4.750 % Senior Notes due March 30, 2026 at 99.658 % of face value (the “2026 Senior Notes”).

The 2026 Senior Notes are unsecured and rank equally in right of payment with 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.

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.

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Commercial Paper Program.

On September 14, 2021, the Company issued $ 750.0 principal amount of unsecured 2.200 % Senior Notes due September 15, 2031 at 99.634 % of face value (the “2031 Senior Notes”).

The 2031 Senior Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness.

Interest on the 2031 Senior Notes is payable semiannually on March 15 and September 15 of each year, commencing on March 15, 2022.

Prior to June 15, 2031, the Company may, at its option, redeem some or all of the 2031 Senior Notes at any time by paying the redemption price (which includes a make-whole premium), plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

If redeemed on or after June 15, 2031, the Company may, at its option, redeem some or all of the 2031 Senior Notes at any time by paying the 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.

The Company used the net proceeds from the 2031 Senior Notes to repay certain outstanding borrowings under the U.S.

Commercial Paper Program.

All of the Company’s outstanding senior notes in the United States (the “U.S.

Senior Notes”) are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness.

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 each series of U.S.

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The Euro Issuer has two outstanding unsecured senior notes issued in Europe.

The Euro Issuer has € 500.0 (approximately $ 545.4 at date of issuance) principal amount of unsecured 0.750 % Senior Notes due May 4, 2026 at 99.563 % of face value (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”), the net proceeds of which were used to repay amounts outstanding under the then existing revolving credit facility.

The Euro Issuer also has € 500.0 (approximately $ 574.6 at date of issuance) principal amount of unsecured 2.000 % Senior Notes due October 8, 2028 at 99.498 % of face value (the “2028 Euro Notes” or the “ 2.000 % Euro Senior Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.

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.

The Euro Notes are unsecured and rank equally in right of payment with the Company’s and the Euro Issuer’s other unsecured senior indebtedness and are fully and unconditionally guaranteed on a senior unsecured basis by the Company.

Interest on the 2026 Euro Notes and 2028 Euro Notes is payable annually on May 4 and October 8 of each year, respectively.

The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include

paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The 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 , which were issued in May 2020 at 99.563 % of face value (the “2026 Euro Notes” or the “ 0.750 % Euro Senior Notes”).

The net proceeds of the 2026 Euro Notes were used to repay amounts outstanding under the then existing revolving credit facility.

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 , which were issued in October 2018 at 99.498 % of face value (the “2028 Euro Notes” or the “ 2.000 % Euro Senior Notes”, together with the 2026 Euro Notes, the “Euro Notes”, and the Euro Notes, together with the U.S.

Senior Notes, the “Senior Notes”).

The net proceeds of the 2028 Euro Notes 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.

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.

Interest on each series of Euro Notes is payable annually on May 4 and October 8 of each year, respectively.

The Company may, at its option, redeem some or all of either series of Euro Notes at any time, subject to certain terms and conditions, which include paying 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and, with certain exceptions, a make-whole premium.

The fair value of each series of Senior Notes is based on recent bid prices in an active market and is therefore classified as Level 1 in the fair value hierarchy (Note 5).

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Level 3 Significant inputs to the valuation model are unobservable.

The Company’s assets and liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, and (iii) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 9 and Note 11, respectively, herein, along with short- and long-term investments and derivative instruments, discussed below.

The Company believes that the assets and liabilities currently subject to such standards with fair value disclosure requirements are primarily (i) debt instruments, (ii) pension plan assets, and (iii) assets acquired and liabilities and noncontrolling interests assumed as part of acquisition accounting, which are discussed in Note 4, Note 9 and Note 11, respectively, herein, along with short- and long-term investments and derivative instruments, discussed below.

Substantially all of the Company’s short- and long-term investments consist of certificates of deposit, which are considered as Level 2 in the fair value hierarchy.

The vast majority of the Company’s existing long-term investments have original maturities of two years .

The Company’s existing long-term investments have original maturities of approximately three years .

Long-term investments are recorded in Other long-term assets in the accompanying Consolidated Balance Sheets.

The carrying amounts of these short- and long-term instruments, the vast majority of which are in non-U.S.

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dollar equivalent of the net investments in certain foreign subsidiaries.

As of 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 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.

As of December 31, 2022, the fair value of such foreign exchange forward contracts in the table above consisted primarily of (i) one outstanding foreign exchange forward contract accounted for as a net investment hedge and (ii) various outstanding foreign exchange forward contracts that are not designated as hedging instruments.

As of December 31, 2022, the Company had no outstanding foreign exchange forward contracts accounted for as cash flow hedges.

As of December 31, 2023 and 2022, 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 Consolidated Balance Sheets, depending on their value and remaining contractual period.

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

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

The fair value 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 Consolidated Balance Sheets, depending on their value and remaining contractual period.

Certain acquisitions may result in noncontrolling interest holders who, in certain cases, are entitled to a put option, giving them the ability to put some or all of their redeemable interest in the shares of the acquiree to the Company.

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The redeemable noncontrolling interests recorded on the accompanying 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.

In 2024, in accordance with the terms of the agreement, the noncontrolling option holders of one of our acquisitions exercised their put option, requiring the Company to acquire its entire 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.

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Note 6—Income Taxes

The components of income from continuing operations before income taxes and the provision for income taxes are as follows:

The components of income before income taxes and the provision for income taxes are as follows:

Year Ended December 31,

Income from continuing operations before income taxes:

Income before income taxes:

United States

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As a result, in 2017, the Company recorded a transition tax (“Transition Tax”) related to the deemed repatriation of the accumulated unremitted earnings and profits of the Company’s foreign subsidiaries.

In the second quarter of 2023, the Company paid its sixth annual installment of the Transition Tax, net of applicable tax credits and deductions.

The Company will pay the balance of the Transition Tax, net of applicable tax credits and deductions, over the remainder of the eight-year period ending 2025, as permitted under the Tax Act.

In the second quarter of 2024, the Company paid its seventh annual installment of the Transition Tax, net of applicable tax credits and deductions, 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 Consolidated Balance Sheets as of December 31, 2024 and 2023.

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state tax loss carryforwards and $ 35.7 of U.S.

federal tax loss carryforwards, of which $ 5.2 , $ 101.7 and $ 9.1 , respectively, will either expire or be refunded at various dates through 2043 and the balance can be carried forward indefinitely.

federal tax loss carryforwards, of which $ 40.2 , $ 151.9 and $ 1.6 , respectively, will expire at various dates through 2044 and the balance can be carried forward indefinitely.

At December 31, 2024, the Company had $ 19.5 of U.S.

state tax credit carryforwards and $ 16.4 of U.S.

federal tax credit carryforwards, of which $ 11.7 and $ 2.3 , respectively, will either expire or be refunded at various dates through 2043 and the balance can be carried forward indefinitely.

federal tax credit carryforwards, of which $ 12.1 and $ 16.4 , respectively, will expire at various dates through 2044 and the balance can be carried forward indefinitely.

A valuation allowance of $ 73.6 and $ 46.6 at December 31, 2024 and 2023, respectively, has been recorded which relates primarily to the U.S.

state and foreign net operating loss carryforwards and U.S.

state tax credits.

federal and state tax credit carryforwards.

The valuation allowance for deferred tax assets increased by $ 27.0 in 2024, which was primarily driven by U.S.

state and foreign net operating loss carryforwards and U.S.

federal tax credit carryforwards.

The valuation allowance for deferred tax assets increased by $ 4.4 in 2023, which was primarily driven by U.S.

state and foreign net operating loss carryforwards.

The valuation allowance for deferred tax assets decreased by $ 2.7 in 2022, which was primarily driven by foreign currency exchange.

Differences between the U.S.

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Excess tax benefits related to stock-based compensation

Settlements of uncertain tax positions in foreign jurisdictions including refund claims and related deferred taxes

Effective tax rate

For the years ended December 31, 2024, 2023 and 2022, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 142.6 , $ 82.4 and $ 56.0 , respectively, and decreasing our effective tax rate by the basis points in the table above.

Total acquisition-related expenses, as discussed in further detail in Note 11 herein, had the aggregate impact of increasing our effective tax rate by approximately 30 basis points, 20 basis points and 10 basis points for the years ended December 31, 2024, 2023 and 2022, respectively.

For the year ended December 31, 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 60 basis points, and, for the year ended December 31, 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 components of the Company’s deferred tax assets and liabilities are comprised of the following:

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The Company includes estimated interest and penalties related to unrecognized tax benefits in the provision for income taxes.

During the years ended December 31, 2023, 2022 and 2021, the provision for income taxes included a net expense (benefit) of $ 5.8 , $ 0.8 and ($ 4.6 ) , respectively, in estimated interest and penalties.

During the years ended December 31, 2024, 2023 and 2022, the provision for income taxes included a net (benefit) expense of ($ 4.2 ), $ 5.8 and $ 0.8 , respectively, in estimated interest and penalties.

As of December 31, 2024, 2023 and 2022, the liability for unrecognized tax benefits included $ 37.7 , $ 41.8 and $ 35.8 , respectively, for tax-related interest and penalties.

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Inflation Reduction Act of 2022

On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduces several tax-related provisions, including a 15% corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1% excise tax on certain corporate stock repurchases.

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

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2023.

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.

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

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the years ended December 31, 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.

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Stock-Based Compensation:

For the years ended December 31, 2023, 2022 and 2021, the Company’s Income from continuing operations before income taxes was reduced for stock-based compensation expense of $ 99.0 , $ 89.5 and $ 83.0 , respectively, the expense of which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

For the years ended December 31, 2024, 2023 and 2022, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 109.5 , $ 99.0 and $ 89.5 , respectively, the expense of which is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

In addition, for the years ended December 31, 2024, 2023 and 2022, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 154.1 , $ 92.4 and $ 64.8 , respectively, in Provision for income taxes in the accompanying Consolidated Statements of Income.

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

As of December 31, 2023, there were 31,280,607 shares of Class A Common Stock (“Common Stock”) available for the granting of additional stock options under the 2017 Option Plan.

As of December 31, 2024, there were 55,113,594 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”).

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Options forfeited

( 1,258,240 )

Options outstanding at December 31, 2022

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Options forfeited

( 1,114,116 )

Options outstanding at December 31, 2023

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Exercisable options at December 31, 2024

A summary of the status of the Company’s non-vested options as of December 31, 2023 and changes during the year then ended is as follows:

A summary of the status of the Company’s non-vested options as of December 31, 2024 and changes during the year then ended was as follows:

Weighted Average

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Restricted Stock

In 2012, the Company adopted the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”).

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 December 31, 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.

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

In 2012, the Company’s stockholders approved the 2012 Restricted Stock Plan for Directors of Amphenol Corporation (the “2012 Directors Restricted Stock Plan”), which was administered by the Nominating / Corporate Governance Committee of the Board.

The 2012 Directors Restricted Stock Plan expired on May 22, 2022 .

The 2012 Directors Restricted Stock Plan was administered by the Board.

Grants under the 2012 Directors Restricted Stock Plan entitled the holder to receive shares of the Company’s Common Stock without payment.

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On May 17, 2023, 42,624 shares of restricted stock previously granted to non-employee directors vested in accordance with their terms.

As of December 31, 2023, no additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional shares of restricted stock will be granted thereunder.

No additional shares of restricted stock are outstanding under the 2012 Directors Restricted Stock Plan and, given that the 2012 Directors Restricted Stock Plan has expired, no additional shares of restricted stock will be granted thereunder.

Restricted share activity for 2022, 2023 and 2024 was as follows:

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Restricted shares outstanding at December 31, 2024

The total fair value of restricted share awards that vested during 2023, 2022, and 2021 was $ 1.4 , $ 1.4 and $ 1.2 , respectively.

The total fair value of restricted share awards that vested during 2024, 2023, and 2022 was nil , $ 1.4 and $ 1.4 , respectively.

As of December 31, 2024, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.5 (with a weighted average expected amortization period of 0.36 years).

Phantom Stock

On June 5, 2023, the Company granted 2,375 shares of phantom stock to each then-current non-employee director ( 19,000 shares in the aggregate), which will vest and, pursuant to written elections made by each non-employee director, convert into unrestricted shares of the Company’s Common Stock on the earlier of May 19, 2024 or the day immediately prior to the date of the 2024 annual meeting of the Company’s stockholders.

As of December 31, 2023, the total compensation cost related to non-vested shares of phantom stock not yet recognized was approximately $ 0.5 (with a weighted average expected amortization period of 0.37 years).

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 December 31, 2024, no additional shares of phantom stock are outstanding, and the Company does no t expect to grant any additional shares of phantom stock.

Stock Repurchase Programs:

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

During the year ended December 31, 2023, the Company repurchased 7.2 million shares of its Common Stock for $ 585.1 , of which 5.5 million shares, or $ 435.8 , have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2022, the Company repurchased 9.9 million shares of its Common Stock for $ 730.5 , of which 9.3 million shares, or $ 689.7 , have been retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

During the year ended December 31, 2021, the Company repurchased 6.2 million shares of its Common Stock for $ 457.9 under the 2021 Stock Repurchase Program, of which 5.8 million shares, or $ 424.9 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

From January 1, 2024 through January 31, 2024, the Company did no t repurchase any additional shares of its Common Stock, and, as of February 1, 2024, the Company has remaining authorization to purchase up to $ 226.5 of its Common Stock under the 2021 Stock Repurchase Program.

The timing and amount of any future purchases 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 24, 2018, the Board authorized a stock repurchase program under which the Company could purchase up to $ 2,000.0 of Common Stock during the three-year period ending April 24, 2021 (the “2018 Stock Repurchase Program”).

On April 23, 2024, the Board authorized a new stock repurchase program under which the Company may purchase up to $ 2,000.0 of its Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”).

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

During the year ended December 31, 2024, the Company repurchased 7.0 million shares of its Common Stock for $ 463.7 under the 2024 Stock Repurchase Program.

As a result of these purchases, the Company completed all purchases authorized under the 2018 Stock Repurchase Program, and, therefore, the 2018 Stock Repurchase Program was terminated.

Of the total repurchases made in 2021 under the 2018 Stock Repurchase Program, 2.8 million shares, or $ 184.0 , were retired by the Company, with the remainder of the repurchased shares being retained in Treasury stock at the time of repurchase.

Of the total repurchases made in 2024 under the 2024 Stock Repurchase Program, 4.2 million shares, or $ 287.5 , have been retired by the Company, with the remainder of the repurchased shares retained in Treasury stock at the time of repurchase.

From January 1, 2025 to January 31, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $ 50.7 , and, as of February 1, 2025, the Company has remaining authorization to purchase up to $ 1,485.6 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 year ended December 31, 2024, the Company repurchased 4.1 million shares of its Common Stock for $ 225.6 under the 2021 Stock Repurchase Program.

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

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.

During the year ended December 31, 2023, the Company repurchased 14.4 million shares of its Common Stock for $ 585.1 , of which 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.

During the year ended December 31, 2022, the Company repurchased 19.8 million shares of its Common Stock for $ 730.5 , of which 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.

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

The following table summarizes the declared quarterly dividends per share for each of the three years ended December 31, 2023, 2022 and 2021:

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.

The following table summarizes the declared quarterly dividends per share during each of the three years ended December 31, 2024, 2023 and 2022:

First Quarter

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For the years ended December 31, 2024, 2023 and 2022, as it relates to the Company’s cash flow hedges, which is comprised of foreign exchange forward contracts, 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 Consolidated Statements of Income, were not material.

There were no reclassifications associated with our net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above.

While there were no outstanding cash flow hedges as of December 31, 2023, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally reclassified into earnings within the following twelve months.

There were no reclassifications associated with net investment hedges from Accumulated other comprehensive income (loss) to earnings during the years presented in the table above.

While there were no outstanding cash flow hedges as of December 31, 2024 and 2023, any amounts included in Accumulated other comprehensive income (loss) associated with cash flow hedges are generally expected to be reclassified into earnings within the following 12 months.

The amounts reclassified from Accumulated other comprehensive income (loss) to earnings, related to pension and other postretirement benefit plans in the table above, are reported within Other income (expense), net in the Consolidated Statements of Income, the vast majority of which is related to the amortization of actuarial losses associated with our defined benefit plans.

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Note 8—Earnings Per Share

The following is a reconciliation of net income from continuing operations, discontinued operations and for total Amphenol Corporation, as well as a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the years ended December 31, 2023, 2022 and 2021 (note that per share amounts may not add due to rounding) :

The following is a reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the years ended December 31, 2024, 2023 and 2022:

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

Net income attributable to Amphenol Corporation stockholders

Net income from continuing operations attributable to Amphenol Corporation

Income from discontinued operations attributable to Amphenol Corporation, net of income taxes of ($ 3.2 ) for 2021

Net income attributable to Amphenol Corporation

Weighted average common shares outstanding — Basic

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Weighted average common shares outstanding — Diluted

Net income per common share attributable to Amphenol Corporation — Basic:

Continuing operations

Discontinued operations, net of income taxes

Net income attributable to Amphenol Corporation — Basic

Net income per common share attributable to Amphenol Corporation — Diluted:

Continuing operations

Discontinued operations, net of income taxes

Net income attributable to Amphenol Corporation — Diluted

Net income attributable to Amphenol Corporation per common share — Basic

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 4.8 million, 14.4 million and 18.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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The Company and certain of its domestic subsidiaries have defined benefit pension plans (the “U.S.

Plans”), which cover certain U.S.

Pension Plans”), which cover certain U.S.

employees and which represent the majority of the plan assets and benefit obligations of the aggregate defined benefit plans of the Company.

Plans’ benefits are generally based on years of service and compensation and are generally noncontributory.

Pension Plans’ benefits are generally based on years of service and compensation and are generally noncontributory.

The majority of U.S.

employees are not covered by the U.S.

Plans and are instead covered by various defined contribution plans.

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”), which provides for the payment of the portion of annual pension that cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation.

Pension Plans and are instead covered by various defined contribution plans.

The Company also has an unfunded Supplemental Employee Retirement Plan (“SERP”, and together with the U.S.

Pension Plans, “U.S.

Plans”), which provides for the payment of the portion of annual pension that cannot be paid from the retirement plan as a result of regulatory limitations on average compensation for purposes of the benefit computation.

Certain foreign subsidiaries have defined benefit plans covering their employees (the “Foreign Plans” and, together with the U.S.

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Rate of compensation increase

The projected benefit obligation decreased in 2024, primarily due to benefits paid and actuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, partially offset by interest cost.

The projected benefit obligation decreased slightly in 2023 compared to 2022, primarily due to benefits paid during the year, which were largely offset by interest cost.

The projected benefit obligation decreased in 2022, primarily due to actuarial gains resulting from the impact of higher discount rates on our projected benefit obligation, along with foreign exchange translation and benefits paid during the year.

The accumulated benefit obligation for the Company’s defined benefit pension plans was $ 492.5 and $ 557.0 at December 31, 2024 and 2023, respectively.

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Plans on this basis was 5.53 % and 4.97 % at December 31, 2024 and 2023, respectively.

The decrease in the discount rate for the U.S.

Plans resulted in an increase in the benefit obligation of approximately $ 7 at December 31, 2023.

The increase in the discount rate for the U.S.

Plans resulted in a decrease in the benefit obligation of approximately $ 17 at December 31, 2024.

The weighted average discount rate for the Foreign Plans was 4.13 % and 3.72 % at December 31, 2024 and 2023, respectively.

The decrease in the discount rate for the Foreign Plans did not have a material effect on the benefit obligation at December 31, 2023 .

The increase in the discount rate for the Foreign Plans did not have a material effect on the benefit obligation at December 31, 2024 .

T he Company calculates its service and interest costs by applying a split discount rate approach under which specific spot rates along the selected yield curve are applied to the relevant projected cash flows as the Company believes this method more precisely measures its obligations.

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Plans, this has resulted in assets exceeding benefit obligations.

In an effort to reduce the funding status volatility of the Plans, the target asset allocations for the U.S.

Plans were 15 % equities and 85 % fixed income as of December 31, 2023, and the Company expects to maintain these target asset allocations for the U.S.

Plans for 2024.

The target asset allocations for the U.S.

Plans were 25 % equities and 75 % fixed income as of December 31, 2022.

Plans were 15 % equities and 85 % fixed income as of December 31, 2024 and 2023, and the Company expects to maintain these target asset allocations for the U.S.

Plans for 2025.

Short-term strategic ranges for investments will continue to be established within these new long-term target percentages.

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Asset Category

Net Asset Value (a)

Net Asset Value (1)

December 31, 2024

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Cash and cash equivalents

(a) Certain investments measured at fair value using the net asset value practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets .

(1) Certain investments measured at fair value using the net asset value practical expedient have been removed from the fair value hierarchy but included in the table above in order to permit the reconciliation of the fair value hierarchy to total plan assets .

Equity securities primarily consist of publicly traded U.S.

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The Level 3 pension plan assets as of December 31, 2024 and 2023 included in the table above primarily consist of contracts with insurance companies related to certain foreign plans.

The insurance contracts generally include guarantees in accordance with the policy purchased.

The insurance contracts generally include

guarantees in accordance with the policy purchased.

Our valuation of Level 3 assets is based on insurance company or third-party actuarial valuations, representing an estimation of the surrender or market values of the insurance contract between the Company and the insurance companies.

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defined contribution plans up to a maximum of 6 % of eligible compensation.

January 1, 2023, the Company increased its matching of employee contributions to the U.S.

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

Effective January 1, 2023, the Company increased its matching of employee contributions to the U.S.

defined contribution plans

up to a maximum of 7 % of eligible compensation.

The Company provided matching contributions to the U.S.

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2024 Acquisitions

During the year ended December 31, 2024, the Company completed two acquisitions (the “2024 Acquisitions”), including the acquisition of Carlisle Interconnect Technologies (“CIT”), for approximately $ 2,156.4 , net of cash acquired.

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

The 2024 Acquisitions were each funded using cash on hand, proceeds from the April Senior Notes or borrowings under the U.S.

Commercial Paper Program, or a combination thereof.

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

Since the current purchase price allocations for the 2024 Acquisitions are based on preliminary assessments made by management as of December 31, 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 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”)

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.

The Company funded the CIT acquisition through a combination of net proceeds from the April Senior Notes, as discussed in Note 4 herein, together with borrowings under the U.S.

Commercial Paper Program and cash on hand.

CIT, headquartered in St.

Augustine, FL, is a leading global supplier of harsh environment interconnect solutions, primarily to the commercial aerospace, defense and industrial end markets.

CIT’s wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which management believes are highly complementary to Amphenol’s existing interconnect and sensor solutions.

As of December 31, 2024, the CIT acquisition resulted in the recognition of $ 1,113.7 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.

The acquired customer relationships and acquired backlog have a weighted average useful life of approximately 15 years and 0.4 years, respectively.

These definite-lived intangible assets are being amortized based upon the underlying pattern of economic benefit as reflected by the future net cash inflows.

The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

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

2023 Acquisitions

During the year ended December 31, 2023, the Company completed 10 acquisitions (the “2023 Acquisitions”) for approximately $ 970.4 , net of cash acquired.

Five of the acquisitions have been included in the Harsh Environment Solutions segment, three acquisitions have been included in the Interconnect and Sensor Systems segment, and two acquisitions have been included in the Communications Solutions segment.

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.

The 2023 Acquisitions were each funded using cash on hand or borrowings under our Commercial Paper Programs, or a combination thereof.

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 year ended December 31, 2023, which has been recorded separately in the Company’s Consolidated Statements of Income.

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 year ended December 31, 2023, which was recorded separately in the Company’s Consolidated Statements of Income.

As of December 31, 2024, the 2023 Acquisitions resulted in the recognition of $ 667.4 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.

The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

The excess purchase price over the fair value of the underlying assets acquired (net of liabilities and noncontrolling interests assumed) was allocated to goodwill, which primarily represents the value of the assembled workforce along with other intangible assets acquired that do not qualify for separate recognition.

The Company expects that approximately $ 151 of the goodwill recognized from the 2023 Acquisitions will be deductible for tax purposes.

The Company is in the process of analyzing and completing the allocation of the fair value of assets acquired and liabilities assumed for these acquisitions.

Since the current purchase price allocations are based on preliminary assessments made by management as of December 31, 2023, 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 have been included in the Consolidated Statements of Income for the year ended December 31, 2023 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 2023 Acquisitions are not material, either individually or in the aggregate, to the Company’s financial results.

In 2024, the Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2023 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2023 Acquisitions were included in the 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.

2022 Acquisitions

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One acquisition was included in the Harsh Environment Solutions segment, while the other acquisition was included in the Interconnect and Sensor Systems segment.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2022 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2022 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, was not presented, since the 2022 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

2021 Acquisitions

During the year ended December 31, 2021, the Company completed seven acquisitions (the “2021 Acquisitions”) for $ 2,225.4 , net of cash acquired, while also completing the divestiture of the Divested MTS business, as discussed below.

One of the acquisitions was included in the Harsh Environment Solutions segment, three acquisitions were included in the Communications Solutions segment, and three acquisitions were included in the Interconnect and Sensor Systems segment.

The Company completed the acquisition accounting, including the analyses of the fair value of assets acquired and liabilities assumed, for all of the 2021 Acquisitions, and each of the 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, associated with the 2022 Acquisitions, and each of the final assessments of values did not differ materially from their previous preliminary assessments.

The operating results of the 2022 Acquisitions were included in the Consolidated Statements of Income since their respective dates of acquisition.

Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, was not presented, since the 2021 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition of MTS Systems Corporation

On December 9, 2020, Amphenol announced that the Company entered into a definitive agreement under which Amphenol would acquire MTS Systems Corporation (Nasdaq:

MTSC) (“MTS”) for $ 58.50 per share in cash.

MTS, a leading global supplier of precision sensors, advanced test systems and motion simulators, was historically organized into two business segments:

Sensors (“MTS Sensors”) and Test & Simulation (“MTS T&S”).

The MTS Sensors business provides the Company with a highly complementary offering of high-technology, harsh environment sensors sold into diverse end markets and applications.

The MTS Sensors business has further expanded the Company’s range of sensor and sensor-based products across a wide array of industries and is reported as part of our continuing operations and within our Interconnect and Sensor Systems segment.

On January 19, 2021 and prior to the closing of the MTS acquisition, the Company entered into a definitive agreement to sell MTS (including the MTS T&S business, but excluding the MTS Sensors business) to Illinois Tool Works Inc.

Throughout this Annual Report, we refer to MTS (including the MTS T&S business, but excluding the MTS Sensors business) as the “Divested MTS business”.

On April 7, 2021, the Company completed the acquisition of MTS for a total enterprise value of approximately $ 1,700 , net of cash acquired and including the repayment of all outstanding debt and certain liabilities.

The MTS acquisition was funded through a combination of borrowings under the U.S.

Commercial Paper Program and cash on hand.

At closing, the Company paid approximately $ 1,300 , net of cash acquired, for 100 % of the common stock of MTS, including certain liabilities settled at closing, which was reflected within Net cash used in investing activities from continuing operations in the accompanying Consolidated Statements of Cash Flow for the year ended December 31, 2021.

In addition, the Company also assumed MTS’s then-outstanding $ 350.0 principal amount of senior notes due August 15, 2027.

Shortly after the closing, the Company repaid and settled the MTS senior notes for approximately $ 387.3 , which included accrued interest and a make-whole premium incurred as a result of the early extinguishment of the senior notes.

The repayment of the outstanding senior notes, including the make-whole premium and excluding interest, was reflected within Net cash used in financing activities from continuing operations in the accompanying Consolidated Statements of Cash Flow for the year ended December 31, 2021.

On December 1, 2021, the Company completed the sale of the Divested MTS business to ITW for approximately $ 750 , net of cash divested and excluding related transaction fees and expenses.

After giving effect to the sale of the Divested MTS business as well as the repayment of the aforementioned MTS senior notes as part of the MTS acquisition, the Company paid approximately $ 950 , net of cash acquired and excluding related transaction fees and expenses, for the retained MTS Sensors business.

Refer to “ Presentation and Sale of the Divested MTS Business ” section below for further details related to the Company’s discontinued operations and the completed divestiture of the Divested MTS business.

The purchase price allocation for the MTS Sensors business was performed separately from the Divested MTS business, the latter of which was accounted for as discontinued operations and whose assets acquired, including associated goodwill, and liabilities assumed were reported as current assets held for sale and current liabilities held for sale on the Company’s balance sheet.

As a result of the sale of the Divested MTS business on December 1, 2021, the Company completed the acquisition accounting associated with the Divested MTS business and the associated current assets held for sale and current liabilities held for sale were no longer reported on the Company’s Consolidated Balance Sheets as of December 31, 2021.

The retained MTS Sensors business is reported within our Interconnect and Sensor Systems segment.

In 2022, the Company completed its analysis of the purchase price allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed, as part of the acquisition accounting associated with the MTS Sensors business.

The final assessment of values for the MTS Sensors business did not differ materially from previous preliminary assessments.

The MTS acquisition resulted in the recognition of $ 738.7 of goodwill, $ 54.0 of indefinite-lived tradename intangible assets and $ 178.2 of definite-lived intangible assets, each associated with the MTS Sensors business.

The definite-lived intangible assets are comprised of customer relationships, proprietary technology, and backlog of $ 122.9 , $ 39.1 and $ 16.2 , respectively, and are amortized based upon the underlying pattern of economic benefit with weighted average useful lives of 11 years , 15 years and 0.25 years, respectively.

Other than these intangible assets, the remainder of the purchase price was allocated to other identifiable assets acquired and liabilities assumed.

As part of acquisition accounting, the Company also recorded $ 47.0 of deferred tax liabilities associated with certain basis differences, the majority of which the Company recognized for tax purposes and paid in the fourth quarter of 2021 upon the sale of the Divested MTS business.

The excess purchase price over the fair value of the underlying assets acquired (net of liabilities assumed) was allocated to goodwill, which primarily represents the value of assembled workforce and the anticipated cost savings and efficiencies associated with the integration of the MTS Sensors business, along with other intangible assets acquired that do not qualify for separate recognition.

The Company does no t expect any such recognized goodwill associated with the acquisition of the MTS Sensors business to be deductible for tax purposes.

The operating results for the MTS Sensors business have been included within continuing operations in the Consolidated Statements of Income since the acquisition date of April 7, 2021, while the operating results for the Divested MTS business were classified and reported as discontinued operations as discussed further below.

Presentation and Sale of the Divested MTS Business

On January 19, 2021 and prior to the closing of the MTS acquisition, the Company entered into a definitive agreement to sell the Divested MTS business to ITW.

As a result of the a greement to sell the Divested MTS business to ITW, the Divested MTS business met the discontinued operations reporting criteria and “held for sale” accounting criteria as of the MTS acquisition date of April 7, 2021, and therefore, the Company did not assign the Divested MTS business to any of its three reportable business segments.

Accordingly, since the Divested MTS business had never been nor was expected to ever be considered part of our continuing operations, the Company accounted for the operating results and related cash flows associated with the Divested MTS business as discontinued operations in the accompanying Consolidated Statements of Income and Consolidated Statements of Cash Flow, respectively, as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS business.

For the year ended December 31, 2021, the comprehensive income associated with discontinued operations was not material and was not presented separately in the Consolidated Statements of Comprehensive Income.

The Company also ceased recording depreciation and amortization on the held for sale assets as of the MTS acquisition date.

As discussed above, the purchase price allocation associated with the Divested MTS business was performed separately from the MTS Sensors business, as the Divested MTS business met the “held for sale” accounting criteria.

The assets acquired and liabilities assumed resulting from the purchase price allocation for the Divested MTS business were measured and recorded at fair value less costs to sell, which was considered a Level 3 fair value measurement based on the transaction’s then-expected consideration.

Such assets acquired and liabilities assumed were recorded as current assets held for sale and current liabilities held for sale, as separate single line items on the Company’s balance sheet as of the MTS acquisition date through December 1, 2021, the date of the sale of the Divested MTS business.

At each reporting period in 2021, the Company reassessed the fair value of these assets held for sale and liabilities held for sale and noted that the carrying value of the disposal group did not exceed its fair value less costs to sell.

In addition, the Company assumed a $ 28.7 contingent consideration liability from the MTS acquisition, which was recognized at fair value as part of acquisition accounting.

This contingent consideration was recorded within current liabilities held for sale on the Company’s balance sheet as of the acquisition date.

During the third quarter of 2021, the Company made a capital contribution to the Divested MTS business, which in turn used the funding to settle the contingent consideration.

On December 1, 2021, the Company completed the sale of the Divested MTS business to ITW for approximately $ 750 , net of cash divested and excluding related transaction fees and expenses .

The proceeds from the sale of the Divested MTS business were included in Net cash provided by investing activities from discontinued operations in the Consolidated Statements of Cash Flow for the year ended December 31, 2021.

Amphenol has had no continuing involvement with the Divested MTS business after the completion of the sale.

The sale of the Divested MTS business did not result in any significant gain or loss recorded to discontinued operations in the Consolidated Statements of Income for the year ended December 31, 2021.

Acquisition of Halo Technology Limited

On December 1, 2021, the Company completed the acquisition of approximately 97 % of the common stock of Halo Technology Limited (“Halo”) for a purchase price of approximately $ 694 , net of cash acquired.

The sellers retained a noncontrolling interest of less than 3 % in Halo, which includes redeemable features that are outside the control of the Company and therefore, is classified as temporary equity on the Consolidated Balance Sheets as of December 31, 2023 and 2022, as discussed in more detail in Notes 1 and 5 herein.

The acquisition was funded with cash on hand.

Halo, which is headquartered in the United States (California), is a leading provider of active and passive fiber optic interconnect components, with product offerings that are highly complementary to our existing high-speed and fiber optic interconnect solutions for the communications infrastructure markets.

In 2022, the Company completed the acquisition accounting related to the Halo acquisition, specifically associated with the purchase price allocation of the fair value of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interest assumed.

The final assessment of values for the Halo acquisition did not differ materially from previous preliminary assessments.

The Halo acquisition resulted in the recognition of $ 522.1 of goodwill, $ 29.0 of indefinite-lived tradename intangible assets and $ 168.0 of definite-lived intangible assets.

The definite-lived intangible assets were comprised of customer relationships, proprietary technology, and backlog of $ 44.0 , $ 115.0 and $ 9.0 , respectively, and are amortized based upon the underlying pattern of economic benefit with weighted average useful lives of 13 years , 15 years and one month , respectively.

Other than these intangible assets, the remainder of the purchase price was allocated to other identifiable assets acquired and liabilities and noncontrolling interests (including redeemable noncontrolling interests) assumed.

As part of acquisition accounting, the excess purchase price over the fair value of the underlying assets acquired (net of liabilities and noncontrolling interests assumed) was allocated to goodwill, which primarily represents the value of assembled workforce and the anticipated cost savings and efficiencies associated with the integration of Halo, along with other intangible assets acquired that do not qualify for separate recognition.

The Company does no t expect any such recognized goodwill associated with the Halo acquisition to be deductible for tax purposes.

The operating results for Halo were included in the Consolidated Statements of Income since the acquisition date.

The acquisition of Halo, which is reported within our Communications Solutions segment, was not material to the Company’s financial results.

Pro forma financial information, as well as further details regarding the purchase price allocations related to these acquisitions, were not presented, since the 2022 Acquisitions were not material, either individually or in the aggregate, to the Company’s financial results.

Acquisition-related Expenses

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 of $ 55.0 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 accompanying 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 accompanying Consolidated Statements of Income).

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, as well as the amortization of $ 12.4 related to the value associated with acquired backlog resulting from three of the 2023 Acquisitions .

In 2022, the Company incurred $ 21.5 ($ 18.4 after-tax) of acquisition-related expenses, comprised primarily of the amortization of $ 12.0 related to the value associated with acquired backlog resulting from the 2022 Acquisitions, along with external transaction costs.

In 2021, the Company incurred $ 70.4 ($ 57.3 after-tax) of acquisition-related expenses, comprised primarily of transaction, severance, restructuring and certain non-cash purchase accounting costs related to the MTS acquisition in the second quarter of 2021, along with external transaction costs and certain non-cash purchase accounting costs related to the Halo acquisition in the fourth quarter of 2021.

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

Such acquisition-related expenses incurred in 2023 and 2022 were presented separately in the accompanying Consolidated Statements of Income .

Note 12—Goodwill and Other Intangible Assets

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Goodwill at December 31, 2024

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

The increase in goodwill during 2023 was primarily driven by goodwill recognized from the 2023 Acquisitions.

The increase in goodwill during 2022 was primarily driven by goodwill recognized from the 2022 Acquisitions, partially offset by foreign currency translation.

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

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Trade names (indefinite-lived)

The increase in the gross carrying amount of intangible assets in 2023 was primarily driven by customer relationships and proprietary technology resulting from acquisition accounting associated with certain 2023 Acquisitions.

The increase in the gross carrying amount of intangible assets in 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 certain of the 2023 Acquisitions that closed late in 2023.

Amortization expense for the years ended December 31, 2024, 2023 and 2022 was approximately $ 154.7 , $ 86.0 and $ 81.0 , respectively, which included the amortization of acquired backlog of $ 55.0 , $ 12.4 , and $ 12.0 , respectively, resulting from acquisitions in each respective year.

As of December 31, 2023, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $ 93.0 in 2024 (which includes the estimated amortization of acquired backlog resulting from certain acquisitions that closed late in 2023), $ 68.9 in 2025, $ 67.3 in 2026, $ 60.5 in 2027, and $ 53.2 in 2028.

The amortization of acquired backlog in 2024 resulted from the CIT acquisition.

As of December 31, 2024, amortization expense relating to the Company’s current intangible assets estimated for each of the next five fiscal years is approximately $ 104.0 in 2025, $ 102.4 in 2026, $ 95.7 in 2027, $ 88.4 in 2028, and $ 77.7 in 2029.

Note 13—Reportable Business Segments and International Operations

Since January 1, 2022, the Company aligns its businesses into three reportable business segments:

The Company aligns its businesses into three reportable business segments:

(i) Harsh Environment Solutions , (ii) Communications Solutions and (iii) Interconnect and Sensor Systems .

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The Company organizes its reportable business segments based on the manner in which management evaluates the performance of the Company, combined with the nature of the individual business activities and the product-based solutions offered.

The following are the Company’s three reportable business segments:

The Company aligns its businesses into the following three reportable business segments:

● Harsh Environment Solutions – the Harsh Environment Solutions segment designs, manufactures and markets a broad range of ruggedized interconnect products, including connectors and interconnect systems, 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.

● 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.

The accounting policies of the segments are the same as those for the Company as a whole, as described in Note 1 herein.

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.

The Company’s CODM assesses each segment’s performance and allocates resources to each of them based on a single measure of profit and loss, which is operating income as adjusted for certain corporate and other related items and before interest, stock-based compensation expense, income taxes, amortization related to certain intangible assets and other non-cash purchase accounting costs, and nonrecurring gains and losses, as outlined in the table below (we refer to this measure as segment operating income).

Intersegment net sales and operating expenses have been eliminated in the computation of consolidated net sales and operating income.

The CODM considers budget-to-actual variances in net sales and segment operating income on a quarterly basis and uses that information when making decisions about the allocation of operating and capital resources to each segment.

Other than segment operating expenses (which is easily computable from the difference between net sales and segment operating income), our CODM is not regularly provided disaggregated segment level expense information as such information is not used in our CODM’s decision-making related to the allocation of operating and capital resources to our segments.

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 years ended December 31, 2023, 2022 and 2021 are as follows:

The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for each of the years ended December 31, 2024, 2023 and 2022:

Harsh Environment Solutions

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Interconnect and Sensor Systems

Consolidated Net sales

Segment operating income and the reconciliation of segment operating income to consolidated income from continuing operations before income taxes for the years ended December 31, 2023, 2022 and 2021 are as follows:

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

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

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the years ended December 31, 2024, 2023 and 2022 are as follows:

Total segment operating income

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Stock-based compensation expense

Amortization of acquisition-related inventory step-up costs

Acquisition-related expenses

Other operating expenses

Operating income

Interest expense

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Other income (expense), net

Income from continuing operations before income taxes

Income before income taxes

Depreciation and amortization expense by segment for the years ended December 31, 2024, 2023 and 2022 is as follows:

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Corporate / Other (1)

Amortization of acquired backlog associated with acquisitions for the year ended December 31, 2024 is reported under “Corporate / Other”.

For the year ended December 31, 2024, depreciation and amortization expense in Corporate / Other includes (i) $ 55.0 related to the amortization of acquired backlog resulting from the CIT acquisition, which is included in Acquisition-related expenses in the Consolidated Statements of Income, and (ii) $ 18.2 of amortization of acquisition-related inventory step-up costs associated with the CIT acquisition, which is included in Cost of sales in the Consolidated Statements of Income, 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.

Net sales by geographic area for the years ended December 31, 2024, 2023 and 2022 and long-lived assets by geographic area as of December 31 were as follows:

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No single customer accounted for 10% or more of the Company’s net sales during the years ended December 31, 2024, 2023 and 2022.

It is impracticable to disclose net sales by product or group of products.

As the Company is not organized by product or group of products, it is impracticable to disclose net sales by product or group of products.

For further discussion related to the Company’s policies surrounding revenue recognition, refer to Note 1 herein.

Reportable Business Segments Prior to 2022

Prior to 2022 and through December 31, 2021, the Company operated through two reportable business segments:

● Interconnect Products and Assemblies – The Interconnect Products and Assemblies segment primarily designed, manufactured and marketed a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a wide range of applications in a diverse set of end markets.

● Cable Products and Solutions – The Cable Products and Solutions segment primarily designed, manufactured and marketed cable, value-add products and components for use primarily in the broadband communications and information technology markets, as well as certain applications in other markets.

Businesses previously reported in the Interconnect Products and Assemblies segment were aligned with one of the Company’s three segments, while all businesses previously reported in the Cable Products and Solutions segment were aligned with the Communications Solutions segment .

Note 14—Commitments and Contingencies

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

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

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.

The Company also has purchase obligations related to commitments to purchase certain goods and services.

At December 31, 2024, the Company had purchase commitments of $ 1,321.8 in 2025, $ 63.7 in 2026 and 2027, combined, and $ 5.6 beyond 2027.

Note 15—Subsequent Events

On January 30, 2024 , the Company entered into a definitive stock purchase agreement by and between the Company and Carlisle Companies Incorporated (“Carlisle”), agreeing to acquire the Carlisle Interconnect Technologies (“CIT”) business of Carlisle for an aggregate purchase price of $ 2,025 in cash, subject to customary post-closing adjustments.

The acquisition is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory approvals and other customary closing conditions.

The Company expects to finance the CIT acquisition through a combination of cash on hand and debt financing, which could include borrowings under the Company’s existing credit and/or U.S.

Commercial Paper Program.

CIT, headquartered in St.

Augustine, FL, is a leading global supplier of harsh environment interconnect solutions primarily to the commercial aerospace, defense and industrial end markets.

CIT’s wide range of products include wire and cable, cable assemblies, contacts, connectors and sensors, which, management believes, are highly complementary to Amphenol’s existing interconnect and sensor solutions.

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

N ote 15—Subsequent Events

Acquisitions of CommScope’s Mobile Networks Business and LifeSync Corporation

On January 31, 2025 , pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope Holding Company, Inc.

(“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.

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 herein, together with borrowings under the U.S.

Commercial Paper Program and cash on hand.

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.

The Mobile Networks Business will be included in the Communications Solutions segment.

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.

The operating results for these acquisitions will be included in the Consolidated Statements of Income from their respective dates of acquisition.

The Company is in the process of commencing the analysis of the purchase price allocation of the fair value of assets acquired and liabilities assumed as part of the acquisition accounting associated with these acquisitions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data