What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-25 compared with 2025-04-25 · 227 added, 116 removed, 506 unchanged (40% of the section changed)

40 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

17 unchanged sentences

Three Months Ended

Six Months Ended

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

Foreign currency translation adjustments

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.3 ) and ($ 0.3 ), respectively

Pension and postretirement benefit plan adjustment, net of tax of ($ 0.3 ) and ($ 0.6 ) for 2025, and ($ 0.2 ) and ($ 0.5 ) for 2024, respectively

Total other comprehensive income (loss), net of tax

6 unchanged sentences

(dollars in millions)

Three Months Ended

Six Months Ended

Cash from operating activities:

2 unchanged sentences

Stock-based compensation expense

Deferred income tax (benefit) provision

Deferred income tax benefit

Net change in components of working capital

9 unchanged sentences

Cash from financing activities:

Proceeds from issuance of senior notes and other long-term debt

Repayments of senior notes and other long-term debt

3 unchanged sentences

Proceeds from exercise of stock options

Distributions to and purchases of noncontrolling interests

Dividend payments

Net cash used in financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents balance, beginning of period

8 unchanged sentences

Note 1—Basis of Presentation and Principles of Consolidation

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

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

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

1 unchanged sentence

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

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

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

These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”).

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 the common stock of the Company as a result of the stock split.

Prior year data presented in the accompanying Condensed Consolidated Financial Statements and notes thereto in this Form 10-Q, 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, have been adjusted to reflect the effect of the stock split.

As a result of the stock split, certain prior period amounts have been adjusted to conform to the current period presentation in the Condensed Consolidated Financial Statements and the accompanying notes herein.

The impact to the Condensed Consolidated Balance Sheets, as well as the rollforward of consolidated changes in equity included in Note 7 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 the prior period presented.

Note 2—New Accounting Pronouncements

3 unchanged sentences

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.

15 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

5.050 % Senior Notes due April 2027

4.375 % Senior Notes due June 2028

2.000 % Euro Senior Notes due October 2028

3 unchanged sentences

2.200 % Senior Notes due September 2031

3.125 % Euro Senior Notes due June 2032

5.250 % Senior Notes due April 2034

10 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, there were no outstanding borrowings under the revolving credit facility.

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

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

1 unchanged sentence

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

On March 31, 2025, the Company was in compliance with the financial covenants under the Revolving Credit Facility .

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

Commercial Paper Programs

3 unchanged sentences

The maturities of the USCP Notes vary but may not exceed 397 days from the date of issue.

The USCP Notes are sold under customary terms in the commercial paper market and may

be issued at par or a discount therefrom, and bear varying interest rates on a fixed or floating basis.

The 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.

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 March 31, 2025, the maximum aggregate principal amount outstanding of USCP Notes at any time is $ 3,000.0 .

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

The Company utilizes borrowings under the U.S.

1 unchanged sentence

The Company borrowed under the U.S.

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

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

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

As of March 31, 2025, the amount of USCP Notes outstanding was $ 638.9 , with a weighted average interest rate of 4.57 % .

As of December 31, 2024, there were no USCP Notes outstanding.

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

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

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

6 unchanged sentences

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

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

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

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

In conjunction with the Revolving Credit Facility, as of March 31, 2025, the authorization from the Board limits the maximum aggregate principal amount outstanding of USCP Notes, ECP Notes, and any other commercial paper or similar programs, along with outstanding amounts under the Revolving Credit Facility, at any time to $ 3,000.0 in the aggregate.

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

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.

2 unchanged sentences

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 June 12, 2025, the Company issued $ 750.0 aggregate principal amount of unsecured 4.375 % Senior Notes due June 12, 2028 at 99.911 % of face value (the “2028 Senior Notes”).

The 2028 Senior Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes (as defined below).

Interest on the 2028 Senior Notes is payable semiannually on June 12 and December 12 of each year, commencing on December 12, 2025.

Prior to May 12, 2028, the Company may redeem, from time to time, some or all of the 2028 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 May 12, 2028, the Company may redeem, from time to time, the 2028 Senior Notes in whole or in part, 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 2028 Senior Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

On March 3, 2025, the Company used a combination of cash on hand and borrowings under the U.S.

2 unchanged sentences

(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, commencing on October 5, 2024.

7 unchanged sentences

(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.

4 unchanged sentences

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 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.

1 unchanged sentence

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 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.

3 unchanged sentences

Euro Senior Notes

The Euro Issuer has two outstanding unsecured senior notes issued in Europe (collectively, the “Euro Notes” and, together with the U.S.

On June 16, 2025, the Company issued € 600.0 (approximately $ 685.9 at date of issuance) aggregate principal amount of unsecured 3.125 % Senior Notes due June 16, 2032 at 99.247 % of face value (the “2032 Euro Notes”).

The 2032 Euro Notes are unsecured and rank equally in right of payment with all of the Company’s other senior unsecured and unsubordinated indebtedness, including the Company’s guarantee of the Euro Issuer’s obligations under the Existing Euro Notes.

Interest on the 2032 Euro Notes is payable annually on June 16 of each year, commencing on June 16, 2026.

Prior to March 16, 2032, the Company may redeem, from time to time, some or all of the 2032 Euro 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 March 16, 2032, the Company may redeem, from time to time, the 2032 Euro Notes in whole or in part, 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 2032 Euro Notes to repay borrowings under the U.S.

Commercial Paper Program and for general corporate purposes.

The Euro Issuer has two outstanding unsecured senior notes issued in Europe (the “Existing Euro Notes” together with the 2032 Euro Notes, the “Euro Notes” and, the Euro Notes together with the U.S.

Senior Notes, the “Senior Notes”), each of which was issued with an aggregate principal amount of € 500.0 .

The 0.750 % Euro Senior Notes, which were issued in May 2020 at 99.563 % of face value, mature on May 4, 2026 , while the 2.000 % Euro Senior Notes , which were issued in October 2018 at 99.498 % of face value, mature on October 8, 2028 .

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

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

Interest on each series of Existing Euro Notes is payable annually.

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

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

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

On March 31, 2025, the Company was in compliance with all requirements under its Senior Notes .

Note 5—Fair Value Measurements

20 unchanged sentences

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

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

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

Fair Value Measurements

3 unchanged sentences

Assets (Level 1)

March 31, 2025:

June 30, 2025:

Short-term investments

10 unchanged sentences

dollar equivalent of the net investments in certain foreign subsidiaries.

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

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

During the three months ended March 31, 2025 and 2024, the amounts recognized in Accumulated other comprehensive income (loss) associated with foreign exchange forward contracts, as well as the amounts reclassified from Accumulated other comprehensive income (loss) to foreign exchange gain (loss), included in Cost of sales in the accompanying Condensed Consolidated Statements of Income, were not material.

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

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

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

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

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

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

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

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

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

3 unchanged sentences

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

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

Refer to Note 7 herein for a rollforward of the Redeemable noncontrolling interests for the three months ended March 31, 2025 and 2024.

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

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

1 unchanged sentence

Three Months Ended

Six Months Ended

Provision for income taxes

Effective tax rate

For the three months ended March 31, 2025 and 2024, stock option exercise activity had the impact of decreasing our Provision for income taxes by $ 20.1 and $ 29.7 , respectively, and decreasing our effective tax rate by approximately 210 basis points and 450 basis points, respectively, due to the recognition of excess tax benefits within Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

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 for the three months ended March 31, 2025.

In addition, for the three months ended March 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.

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

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

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

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

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

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

1 unchanged sentence

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

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

The Transition Tax is recorded in Accrued income taxes on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.

The Company paid the balance of the Transition Tax, net of applicable tax credits and deductions, in the second quarter of 2025, as permitted under the Tax Act.

The Company operates in the U.S.

3 unchanged sentences

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

As of March 31, 2025, the amount of unrecognized tax benefits, including penalties and interest, which if recognized would impact the effective tax rate, was approximately $ 212.2 .

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

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

information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 13.2 .

Based on information currently available, management anticipates that over the next 12-month period, audit activity could be completed and statutes of limitations may close relating to existing unrecognized tax benefits of approximately $ 13.3 .

Inflation Reduction Act of 2022

1 unchanged sentence

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

The IRA provisions, which became effective for Amphenol beginning on January 1, 2023, did not have a material impact on the Company during the three months ended March 31, 2025 and 2024.

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

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.

On July 4, 2025, the United States federal government enacted the tax and spending bill H.R.

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

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

Note 7—Stockholders’ Equity and Noncontrolling Interests

2 unchanged sentences

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

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2025 is as follows:

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

Stockholders’ equity attributable to Amphenol Corporation

4 unchanged sentences

Interests (1)

Balance as of March 31, 2025

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.165 per common share)

Stock-based compensation expense

Balance as of June 30, 2025

(1) Excludes redeemable noncontrolling interests.

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

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Interests (1)

Balance as of December 31, 2024

Other comprehensive income (loss)

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

3 unchanged sentences

Stock-based compensation expense

Balance as of June 30, 2025

(1) Excludes redeemable noncontrolling interests.

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

Stockholders’ equity attributable to Amphenol Corporation

Treasury Stock

Comprehensive

(in millions)

Interests (1)

Balance as of March 31, 2024

Other comprehensive income (loss)

Capital contributions from noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

Purchase of treasury stock

Retirement of treasury stock

Stock options exercised

Dividends declared ($ 0.11 per common share)

Stock-based compensation expense

Balance as of June 30, 2024

(1) Excludes redeemable noncontrolling interests.

A rollforward of consolidated changes in equity and redeemable noncontrolling interests for the three months ended March 31, 2024 is as follows:

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

Stockholders’ equity attributable to Amphenol Corporation

6 unchanged sentences

Other comprehensive income (loss)

Capital contributions from noncontrolling interests

Purchase of noncontrolling interest

Distributions to shareholders of noncontrolling interests

4 unchanged sentences

Stock-based compensation expense

Balance as of March 31, 2024

Balance as of June 30, 2024

(1) Excludes redeemable noncontrolling interests.

Authorized Shares for Issuance

On May 15, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, which increased the total number of shares of Class A Common Stock, par value $ 0.001 per share

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

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

Stock Repurchase Programs

1 unchanged sentence

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

During the three months ended March 31, 2025, the Company repurchased 2.7 million shares of its Common Stock for $ 180.9 under the 2024 Stock Repurchase Program.

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

From April 1, 2025 to April 22, 2025, the Company repurchased 0.7 million additional shares of its Common Stock for $ 43.9 , and, as of April 22, 2025, the Company has remaining authorization to purchase up to $ 1,311.6 of its Common Stock under the 2024 Stock Repurchase Program.

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

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

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

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.

1 unchanged sentence

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

The following table summarizes the dividends declared and paid during the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

Dividends declared

1 unchanged sentence

Note 8—Stock-Based Compensation

For the three months ended March 31, 2025 and 2024, the Company’s Income before income taxes was reduced by stock-based compensation expense of $ 26.6 and $ 23.8 , respectively.

In addition, for the three months ended March 31, 2025 and 2024, the Company recognized aggregate income tax benefits (associated with stock-based compensation) of $ 23.0 and $ 32.2 , respectively, in Provision for income taxes in the accompanying Condensed Consolidated Statements of Income.

These aggregate income tax benefits during the three months ended March 31, 2025 and 2024 include excess tax benefits of $ 20.1 and $ 29.7 , respectively, from option exercises.

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

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

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

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

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

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

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

6 unchanged sentences

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

As of March 31, 2025, there were 54,755,099 shares of Common Stock available for the granting of additional stock options under the 2017 Option Plan.

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

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

1 unchanged sentence

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

Stock option activity for the three months ended March 31, 2025 was as follows:

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

Exercise Price

7 unchanged sentences

Options outstanding at March 31, 2025

Vested and non-vested options expected to vest at March 31, 2025

Exercisable options at March 31, 2025

A summary of the status of the Company’s non-vested options as of March 31, 2025 and changes during the three months then ended is as follows:

Options granted

Options exercised

( 12,792,779 )

Options forfeited

Options outstanding at June 30, 2025

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

Exercisable options at June 30, 2025

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

Fair Value at

4 unchanged sentences

Non-vested options at March 31, 2025

During the three months ended March 31, 2025 and 2024, the following activity occurred under the Company’s option plans:

Options granted

Options vested

( 13,374,268 )

Options forfeited

Non-vested options at June 30, 2025

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

Three Months Ended

Six Months Ended

Total intrinsic value of stock options exercised

Total fair value of stock options vested

As of March 31, 2025, the total compensation cost related to non-vested options not yet recognized was approximately $ 270.9 with a weighted average expected amortization period of 3.29 years.

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

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

9 unchanged sentences

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

As of March 31, 2025, the number of restricted shares available for grant under the 2024 Directors Restricted Stock Plan was 478,160 .

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

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

1 unchanged sentence

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

Restricted share activity for the three months ended March 31, 2025 was as follows:

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

Weighted Average

4 unchanged sentences

Restricted shares outstanding at March 31, 2025

As of March 31, 2025, the total compensation cost related to non-vested restricted shares not yet recognized was approximately $ 0.2 .

Shares vested and issued

Restricted shares granted

Restricted shares outstanding at June 30, 2025

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

Note 9—Earnings Per Share

1 unchanged sentence

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

The following is a reconciliation of the basic weighted average common shares outs tanding to diluted weighted average common shares outstanding, which were used to calculate the earnings per share (basic and diluted) for the three months ended March 31, 2025 and 2024:

Three Months Ended

Six Months Ended

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

5 unchanged sentences

Net income attributable to Amphenol Corporation per common share — Diluted

Excluded from the computations above were anti-dilutive common shares (primarily related to outstanding stock options) of 8.2 million and 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

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

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

Note 10—Benefit Plans and Other Postretirement Benefits

1 unchanged sentence

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.

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

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

7 unchanged sentences

Plans, the “Plans”).

The following is a summary, based on the most recent actuarial valuations, of the components of the Company’s net pension expense of the Company’s defined benefit plans for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Interest cost

10 unchanged sentences

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

During the three months ended March 31, 2025 and 2024, the Company provided matching contributions to the U.S.

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

defined contribution plans of approximately $ 18.9 and $ 13.1 , respectively.

1 unchanged sentence

2025 Acquisitions

During the three months ended March 31, 2025, the Company completed two acquisitions (collectively, the “2025 Acquisitions”), including the acquisition of the Andrew Business from CommScope for approximately $ 2,172.2 , net of cash acquired.

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

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

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

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

1 unchanged sentence

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

Since the current purchase price allocations for such acquisitions are based on preliminary assessments made by management as of March 31, 2025, the acquisition accounting is subject to final adjustments, and it is possible that the final assessments of values may differ from the Company’s preliminary assessments.

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

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

1 unchanged sentence

Acquisition of Andrew Business from CommScope

On January 31, 2025 , pursuant to a purchase agreement (the “CommScope Purchase Agreement”) with CommScope, dated July 18, 2024 , the Company completed the acquisition of the Andrew Business from CommScope for an aggregate purchase price of approximately $ 2,033.5 net of cash acquired and subject to customary post-closing

On January 31, 2025 , pursuant to a purchase agreement with CommScope, dated July 18, 2024 , the Company completed the acquisition of the Andrew Business from CommScope for an aggregate purchase price of approximately $ 2,041.1 net of cash acquired and subject to customary post-closing adjustments.

The Andrew Business provides communications network solutions, with advanced technologies in the area of base station antennas and related interconnect solutions, as well as distributed antenna systems.

1 unchanged sentence

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

As of March 31, 2025, the acquisition of the Andrew Business resulted in the recognition of $ 890.1 of goodwill and $ 800.0 of definite-lived intangible assets, comprised of customer relationships, proprietary technology and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

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

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

1 unchanged sentence

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

During the three months ended March 31, 2025, the Company incurred $ 104.9 ($ 82.1 after-tax) of acquisition-related expenses, comprised primarily of (i) the non-cash amortization related to the value associated with acquired backlog resulting from the Andrew Business acquisition and cash paid for external transaction costs related to acquisitions (such acquisition-related expenses aggregating $ 44.0 are presented separately in the Condensed Consolidated Statements of Income) and (ii) the non-cash amortization of acquisition-related inventory step-up costs of $ 60.9 associated with the Andrew Business acquisition (such costs are recorded in Cost of sales in the Condensed Consolidated Statements of Income).

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

2024 Acquisitions

3 unchanged sentences

Commercial Paper Program, or a combination thereof.

As of March 31, 2025, the 2024 Acquisitions resulted in the recognition of $ 1,190.0 of goodwill and $ 576.0 of definite-lived intangible assets, comprised of customer relationships and acquired backlog, with the remainder of the purchase price being allocated to other identifiable assets acquired and liabilities assumed.

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

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

1 unchanged sentence

The Company expects that $ 61.2 of the goodwill recognized from the 2024 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 each of the 2024 Acquisitions.

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

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

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

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

6 unchanged sentences

Foreign currency translation

Goodwill at March 31, 2025

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

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

March 31, 2025

Goodwill at June 30, 2025

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

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

June 30, 2025

December 31, 2024

4 unchanged sentences

Trade names (indefinite-lived)

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

Amortization expense for the three months ended March 31, 2025 and 2024 was approximately $ 47.3 and $ 20.4 , respectively.

Amortization expense for the three months ended March 31, 2025 includes $ 10.0 related to the amortization of acquired backlog resulting from the acquisition of the Andrew Business.

As of March 31, 2025, amortization expense relating to the Company’s current intangible assets estimated for the remainder of 2025 is approximately $ 121.2 and for each of the next five fiscal years is approximately $ 161.9 in 2026, $ 155.1 in 2027, $ 147.9 in 2028, $ 137.0 in 2029 and $ 134.4 in 2030.

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

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

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

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

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

Note 13—Reportable Business Segments

2 unchanged sentences

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

and other products, coaxial and high-speed cable, as well as antennas, for use in the information technology and data communications, mobile devices, industrial, communications networks, automotive, commercial aerospace and defense 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, communications networks, 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, communications networks, defense and commercial aerospace end markets.

8 unchanged sentences

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

The following tables (i) summarize, by segment, total sales, intersegment sales and external net sales and (ii) reconcile each segment’s external net sales to their respective segment operating income, including segment operating expenses, for the three months ended March 31, 2025 and 2024:

Harsh Environment Solutions

1 unchanged sentence

Interconnect and Sensor Systems

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Intersegment sales

2 unchanged sentences

Segment operating income

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Intersegment sales

4 unchanged sentences

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

Segment operating income and the reconciliation of segment operating income to consolidated income before income taxes for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31,

Harsh Environment Solutions

Communications Solutions

Interconnect and Sensor Systems

Three Months Ended June 30, 2024

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

Six Months Ended June 30, 2024

Intersegment sales

External net sales

Segment operating expenses (1)

Segment operating income

____________________________

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

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

Three Months Ended June 30,

Six Months Ended June 30,

Total segment operating income

8 unchanged sentences

Income before income taxes

Depreciation and amortization expense by segment for the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

Harsh Environment Solutions

2 unchanged sentences

Corporate / Other

For the three months ended March 31, 2025, depreciation and amortization expense in Corporate / Other includes (i) $ 10.0 related to the amortization of acquired backlog resulting from the acquisition of the Andrew Business, which is included in Acquisition-related expenses in the Condensed Consolidated Statements of Income, and (ii) $ 60.9 of amortization of acquisition-related inventory step-up costs associated with the acquisition of the Andrew Business, which is included in Cost of sales in the Consolidated Statements of Income, as discussed in Note 11 herein.

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

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

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

2 unchanged sentences

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

For the three months ended March 31, 2025 and 2024, less than 5 % of our net sales were recognized over time, where the associated contracts relate to the sale of goods with no alternative use as they are only sold to a single customer and whose underlying contract terms provide the Company with an enforceable right to payment, including a reasonable profit margin, for performance completed to date, in the event of customer termination.

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

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

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

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

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

1 unchanged sentence

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

Since our performance obligations are part of contracts that generally have original durations of one year or less, we have not disclosed the aggregate amount of transaction prices associated with unsatisfied or partially unsatisfied performance obligations as of March 31, 2025.

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

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

Disaggregation of Net Sales

The following table shows our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three months ended March 31, 2025 and 2024:

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

Communications

3 unchanged sentences

Business Segments

Three Months Ended March 31,

Three Months Ended June 30,

Net sales by:

4 unchanged sentences

Other foreign locations

Communications

Interconnect and

Total Reportable

Sensor Systems

Business Segments

Six Months Ended June 30,

Net sales by:

Sales channel:

End customers and contract manufacturers

Distributors and resellers

United States

Other foreign locations

Net sales by geographic area are based on the customer location to which the product is shipped.

8 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements